U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  (Mark One)


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|X. | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
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|   | For the quarterly period ended Sept. 30, 2009                                    
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|.  | Transition Report under Section 13 or 15(d) of the Exchange Act                  
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|   | For the Transition Period from ________to __________                             
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Commission File Number: 0-52905  INTERNATIONAL INDUSTRIAL ENTERPRISES, INC. (Exact Name of Registrant as Specified in its Charter)


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|NEVADA                          | 26-0091556            
|(State of other jurisdiction of | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)




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|4116 Antique Sterling Ct.                |           
|Las Vegas, NV                            | 89129     
|(Address of principal executive offices) | (Zip Code)




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|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 .  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. (Do not check if a smaller reporting company)Smaller reporting companyX.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes X. No .  As of Sept. 30, 2009, the issuer had 2,500,000 shares of common stock issued and outstanding.


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|                               | TABLE OF CONTENTS                                                                    | Page
|PART I  FINANCIAL INFORMATION
|                               |                                                                                      |     
|Item 1.                        | Financial Statements                                                                 | 3   
|Item 2.                        | Managements Discussion and Analysis of Financial Condition and Results of Operation | 11  
|Item 3.                        | Quantitative and Qualitative Disclosures about Market Risk                           | 13  
|Item 4.                        | Controls and Procedures                                                              | 13  
|PART II  OTHER INFORMATION   
|                               |                                                                                      |     
|Item 1.                        | Legal Proceedings                                                                    | 13  
|Item 1A.                       | Risk Factors                                                                         | 13  
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                          | 13  
|Item 3.                        | Defaults Upon Senior Securities                                                      | 14  
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                  | 14  
|Item 5.                        | Other Information                                                                    | 14  
|Item 6.                        | Exhibits                                                                             | 14  

2    ITEM 1. FINANCIAL STATEMENTS   INTERNATIONAL INDUSTRIAL ENTERPRISES, INC. (A DEVELOPMENT STAGE COMPANY)  Unaudited Consolidated Financial Statements  For the Three Months Ended September 30, 2009 and 2008 and the Period since Re-entering the Development Stage on February 2, 2005 to September 30, 2009   TABLE OF CONTENTS    Page(s)Balance Sheets as of September 30, 2009 and December 31, 20084Statements of Operations for the three and nine months ended September 30, 2009, and 20085Statements of Cash Flows for the three and nine months ended September 30, 2009 and 20086Notes to Unaudited Financial Statements7        3


|                                                     |                                                                                                                                                  |          |               |          |             
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | -------- | ------------- | -------- | ------------
|International Industrial Enterprises, Inc.          
|(A Development Stage Company)                       
|Consolidated Balance Sheets                         
|                                                     |                                                                                                                                                  |          |               |          |             
|                                                     |                                                                                                                                                  |          | September 30, |          | December 31,
|                                                     |                                                                                                                                                  |          | 2009          |          | 2008        
|                                                     |                                                                                                                                                  |          | (Unaudited)   |          |             
|ASSETS                                               |                                                                                                                                                  |          |               |         
|                                                     |                                                                                                                                                  |          |               |          |             
|Current assets                                       |                                                                                                                                                  |          |               |         
|                                                     | Cash and cash equivalents                                                                                                                        | $        | 11            | $        | 75          
|Total current assets                                 |                                                                                                                                                  | 11       |               | 75      
|                                                     |                                                                                                                                                  |          |               |          |             
|Total assets                                         | $                                                                                                                                                | 11       | $             | 75      
|                                                     |                                                                                                                                                  |          |               |          |             
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |                                                                                                                                                  |          |               |         
|                                                     |                                                                                                                                                  |          |               |          |             
|Currnet liabilities                                  |                                                                                                                                                  |          |               |         
|                                                     | Related party loan                                                                                                                               | $        | 25,318        | $        | 19,041      
|Total current liabilities                            |                                                                                                                                                  | 25,318   |               | 19,041  
|                                                     |                                                                                                                                                  |          |               |          |             
|Total liabilities                                    |                                                                                                                                                  | 25,318   |               | 19,041  
|                                                     |                                                                                                                                                  |          |               |          |             
|Stockholders' equity (deficit)                       |                                                                                                                                                  |          |               |         
|                                                     | Common stock, $.001 par value; 50,000,000 shares authorized, 2,500,000 shares issued and outstanding on September 30, 2009 and December 31, 2008 |          | 2,500         |          | 2,500       
|                                                     | Additional paid in capital                                                                                                                       |          | 40,685        |          | 40,685      
|                                                     | Deficit accumulated during the development stage                                                                                                 |          | (68,492)      |          | (62,151)    
|Total stockholders' equity (deficit)                 |                                                                                                                                                  | (25,307) |               | (18,966)
|                                                     |                                                                                                                                                  |          |               |          |             
|Total liabilities and stockholders' equity (deficit) | $                                                                                                                                                | 11       | $             | 75      
|                                                     |                                                                                                                                                  |          |               |          |             
|See accompanying notes to financial statements      

4


|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|---------------------------------------------- | -------------------------- | --------- | -------------------------------- | --------- | ------------------------------- | --------- | -------------------------------------------------------------------------------------------- | --------- | ----- | -------- | -----------
|International Industrial Enterprises, Inc.    
|(A Development Stage Company)                 
|Consolidated Statement of Operations          
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|                                               |                            |           | Three months ended
September 30, |           | Nine months ended
September 30, |           | Cumulative
since
Re-entering
the
Development
Stage on
February 2,
2005 to
September 30,
2009
|                                               |                            |           | 2009                             |           | 2008                            |           | 2009                                                                                         |           | 2008  |         
|                                               |                            |           | (Unaudited)                      |           |                                 |           | (Unaudited)                                                                                  |           |       |          | (Unaudited)
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Revenue                                        | $                          | -         | $                                | -         | $                               | -         | $                                                                                            | -         | $     | 1,462   
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Operating Expenses                             |                            |           |                                  |           |                                 |           |                                                                                              |           |       |         
|                                               | General and administrative |           | 1,000                            |           | 750                             |           | 6,341                                                                                        |           | 3,170 |          | 56,416     
|                                               | Professional fees          |           | -                                |           | -                               |           | -                                                                                            |           | -     |          | -          
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |         
|Total operating expenses                       |                            | 1,000     |                                  | 750       |                                 | 6,341     |                                                                                              | 3,170     |       | 56,416  
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Total operating income / (loss)                |                            | (1,000)   |                                  | (750)     |                                 | (6,341)   |                                                                                              | (3,170)   |       | (54,954)
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Other income (expenses)                        |                            |           |                                  |           |                                 |           |                                                                                              |           |       |         
|                                               | Interest expense           |           | -                                |           | -                               |           | -                                                                                            |           | -     |          | (15,000)   
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |         
|Total other income (expenses)                  |                            | -         |                                  | -         |                                 | -         |                                                                                              | -         |       | (15,000)
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Net income / (loss)                            | $                          | (1,000)   | $                                | (750)     | $                               | (6,341)   | $                                                                                            | (3,170)   | $     | (68,492)
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Basic and diluted loss
per common share        | $                          | (0.00)    | $                                | (0.00)    | $                               | (0.00)    | $                                                                                            | (0.00)    |       |         
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|Weighted average
shares outstanding            |                            | 2,500,000 |                                  | 2,500,000 |                                 | 2,500,000 |                                                                                              | 2,500,000 |       |         
|                                               |                            |           |                                  |           |                                 |           |                                                                                              |           |       |          |            
|See accompanying notes to financial statements

5


|                                                                              |   |                                 |   |                                                                                              |   |            
|----------------------------------------------------------------------------- | - | ------------------------------- | - | -------------------------------------------------------------------------------------------- | - | -----------
|International Industrial Enterprises, Inc.                                   
|(A Development Stage Company)                                                
|Consolidated Statements of Cash Flows                                        
|                                                                              |   |                                 |   |                                                                                              |   |            
|                                                                              |   | Nine months ended September 30, |   | Cumulative since Re-entering the Development Stage on February 2, 2005 to September 30, 2009
|                                                                              |   | 2009                            |   | 2008                                                                                         |  
|                                                                              |   | (Unaudited)                     |   |                                                                                              |   | (Unaudited)
|Cash flows from operating activities                                          |   |                                 |   |                                                                                              |   |            
|Net loss                                                                      | $ | (6,341)                         | $ | (3,170)                                                                                      | $ | (68,492)   
|Adjustments to reconcile net income to net
cash used by operating activities: |   | -                               |   | -                                                                                            |   | -          
|Changes in operating assets and liabilities:                                  |   |                                 |   |                                                                                              |   |            
|Note payable to related party                                                 |   | 6,277                           |   | 3,221                                                                                        |   | 25,318     
|Net cash used in operating activities                                         |   | (64)                            |   | 51                                                                                           |   | (43,174)   
|                                                                              |   |                                 |   |                                                                                              |   |            
|Cash flows provided by investing activities                                   |   | -                               |   | -                                                                                            |   | -          
|                                                                              |   |                                 |   |                                                                                              |   |            
|Cash flow from financing activities                                           |   |                                 |   |                                                                                              |   |            
|Proceeds from stock issuance                                                  |   | -                               |   | -                                                                                            |   | 43,185     
|Net cash provided by financing activities                                     |   | -                               |   | -                                                                                            |   | 43,185     
|                                                                              |   |                                 |   |                                                                                              |   |            
|Net change in cash                                                            |   | (64)                            |   | 51                                                                                           |   | 11         
|                                                                              |   |                                 |   |                                                                                              |   |            
|Cash at beginning of period                                                   |   | 75                              |   | 57                                                                                           |   | -          
|                                                                              |   |                                 |   |                                                                                              |   |            
|Cash at end of period                                                         | $ | 11                              | $ | 108                                                                                          | $ | 11         
|                                                                              |   |                                 |   |                                                                                              |   |            
|Supplemental cash flow Information:                                           |   |                                 |   |                                                                                              |   |            
|Cash paid for interest                                                        | $ | -                               | $ | -                                                                                            | $ | -          
|Cash paid for income taxes                                                    | $ | -                               | $ | -                                                                                            | $ | -          
|                                                                              |   |                                 |   |                                                                                              |   |            
|                                                                              |   |                                 |   |                                                                                              |   |            
|See accompanying notes to financial statements                               

6


|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|------------------------------------------------------------------- |  | ------------ | - | -------------------------- | - | ------------------- | - | -------- | - | --------
|International Industrial Enterprises, Inc.                         
|(A Development Stage Company)                                      
|Consolidated Statement of Changes in Stockholders' Equity (Deficit)
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|                                                                    |  | Common Stock |   | Additional Paid In Capital |   | Accumulated Deficit |   | Total   
|                                                                    |  | Shares       |   | Amount                     |   |                     |  
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|Balance, December 31, 2005                                          |  | 2,500,000    | $ | 2,500                      | $ | $         40,685    | $ | (30,252) | $ | 12,933  
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|Net income 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 income 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 income for the year ended
December 31, 2008                     |  | -            |   | -                          |   | -                   |   | (3,852)  |   | (3,852) 
|Balance, December 31, 2008                                          |  | 2,500,000    |   | 2,500                      |   | 40,685              |   | (62,151) |   | (18,966)
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|Net income for the year ended
September 30, 2009                    |  | -            |   | -                          |   | -                   |   | (6,341)  |   | (6,341) 
|Balance, September 30, 2009                                         |  | 2,500,000    | $ | 2,500                      | $ | 40,685              | $ | (68,492) | $ | (25,307)
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|                                                                    |  |              |   |                            |   |                     |   |          |   |         
|See accompanying notes to financial statements                     

7    INTERNATIONAL INDUSTRIAL ENTERPRISES, INC. (A DEVELOPMENT STAGE COMPANY) Notes to the Unaudited Consolidated Financial Statements For the Three Months Ended September 30, 2009 and 2008 and the Period since Re-entering the Development Stage on February 2, 2005 to September 30, 2009  NOTE A  CONDENSED FINANCIAL STATEMENTS  The accompanying consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009 and for all periods presented herein, have been made.  Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Companys audited consolidated financial statements.  The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.  NOTE B  GOING CONCERN  The Companys consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.  In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.  The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  NOTE C  RELATED PARTY LOANS  A loan in the amount of $966 was given by Fernando Garcia, a major shareholder holding 5% and more of the Companys outstanding common shares. The proceeds were used for daily business operations. The loan bears no interest and it is due on demand.  NOTE D  SUBSEQUENT EVENTS  Management has reviewed material subsequent events in accordance with FASB ASC 855 "Subsequent Events" and has evaluated subsequent events through the date of this filing and determined there is no event to disclose.    8    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.   9    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 $1000 for the nine months ended Sept. 30, 2009, compared with a net loss of $750 for the nine months ended Sept. 30, 2008.   10    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, 2008 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 Sept. 30, 2009, the Company's disclosure controls and procedures are not 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 third quarter of 2009 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, 2008 and nine months ended Sept. 30, 2009  11    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.  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 | Description                                                                                                                                                                
|31.1           | 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 2002
|31.2           | 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 2002
|32.1           | 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 2002                          
|32.1           | 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: March 31, 2011


| |                                                           
| | ----------------------------------------------------------
| | International Industrial Enterprises, Inc.                
| | Registrant                                                
| |                                                           
| |                                                           
| | By: /s/David Rogers                                       
| | David Rogers
Chairman of the Board
Chief Executive Officer

12