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 1934:
      For the quarterly period ended: November 30,
  2008
   ̈
                TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT: For the transition
      period from  to
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (Name of
small business issuer in its charter)
 
 NEVADA
                  32-0237237(State
      or other jurisdiction
                  (I.R.S.
      employerof
      incorporation or organization)
                  identification
      number)
 
 1701 E. Woodfield Rd. Suite
915, Schaumburg, IL 60173
 (Address
of principal executive offices and zip code)
  800-884-1189
 Issuer's
telephone number:
  SEC
File Number: 333-153899
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. x Yes  o 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 company
              x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). oYes xNo
  APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 35,490,000 shares of common stock outstanding
as of November 30, 2008.
  
  INDEX
  PART
      I-FINANCIAL INFORMATION
                3Item
      1. Financial Statements
                3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                18Item
      3.  Quantitative and Qualitative Disclosure about Market
      Risk
                19Item
      4. Controls and Procedures
                19PART
      II - OTHER INFORMATION
                20Item
      1. Legal Proceedings
                20Item
      1A:  Risk Factors
                20Item
      2. Changes in Securities
                20Item
      3. Defaults upon Senior Securities.
                21Item
      4. Submission of Matters to a Vote of Security Holders.
                21Item
      5. Other Information.
                21Item
      6. Exhibits
                21
  2
  PART
I-FINANCIAL INFORMATION
  Item
1. Financial Statements
 INDEX
TO CONDENSED FINANCIAL STATEMENTS
 
 Condensed
      Balance Sheets as of November 30, 2008 (unaudited) andFebruary
      29, 2008
                4Condensed
      Statements of Operations for the nine and three months ended
                  November
      30, 2008 and period February 28, 2008 (inception) through November 30,
      2008 (unaudited)
                5Condensed
      Statement of Changes in Stockholders’ Equity (Deficit) for the periods
      fromFebruary
      28, 2008 (inception) to February 29, 2008 and the nine months
      endedNovember
      30, 2008 (unaudited)
                6Condensed
      Statements of Cash Flows for the nine months endedAugust
      31, 2008 and period February 28, 2008 (inception) through November 30,
      2008 (unaudited)
                7Notes
      to Condensed Financial Statements
                  (unaudited)
                8
  3
  INTERNATIONAL DEVELOPMENT AND
ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
BALANCE SHEETS
 NOVEMBER
30, 2008 (UNAUDITED) AND FEBRUARY 29, 2008
 
 UNAUDITEDNOVEMBER
                                            30,
                                          
                                          
                                          FEBRUARY
                                            29,2008
                                          
                                          
                                          2008ASSETSCurrent
      Assets:Cash
      and cash equivalents
                                          
                                          $
                                          3,308
                                          
                                          
                                          $
                                          -Prepaid
      expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,000Total
      Current Assets
                                          
                                          
                                          3,308
                                          
                                          
                                          
                                          3,000Property
      and equipment, net of depreciation
                                          
                                          
                                          3,616
                                          
                                          
                                          
                                          -OTHER
      ASSETSDeferred
      offering costs, net of amortization
                                          
                                          
                                          -
                                          
                                          
                                          
                                          17,199Deposits
                                          
                                          
                                          6,400
                                          
                                          
                                          
                                          -Total
      Other Assets
                                          
                                          
                                          6,400
                                          
                                          
                                          
                                          17,199TOTAL
      ASSETS
                                          
                                          $
                                          13,324
                                          
                                          
                                          $
                                          20,199LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)LIABILITIESCurrent
      Liabilities:Due
      to officer
                                          
                                          $
                                          40,228
                                          
                                          
                                          $
                                          -Deferred
      revenue
                                          
                                          
                                          7,730
                                          
                                          
                                          
                                          -Accrued
      compensation
                                          
                                          
                                          51,875
                                          
                                          
                                          
                                          -Accounts
      payable
                                          
                                          
                                          32,912
                                          
                                          
                                          
                                          -Total
      Current Liabilities
                                          
                                          
                                          132,745
                                          
                                          
                                          
                                          -Total
      Liabilities
                                          
                                          
                                          132,745
                                          
                                          
                                          
                                          -Commitments
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $.001 Par Value; 25,000,000 shares authorizedand
      no shares issued and outstanding, respectively
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      stock, $.001 Par Value; 100,000,000 shares authorizedand
      35,490,000 and 52,000,000 shares issued and outstanding,
      respectively
                                          
                                          
                                          35,490
                                          
                                          
                                          
                                          52,000Additional
      paid-in capital
                                          
                                          
                                          247,260
                                          
                                          
                                          
                                          -Subscriptions
      receivable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (25,267
                                          )Deficits
      accumulated during the development stage
                                          
                                          
                                          (402,171
                                          )
                                          
                                          
                                          (6,534
                                          )Total
      Stockholders' Equity (Deficit)
                                          
                                          
                                          (119,421
                                          )
                                          
                                          
                                          20,199TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                          
                                          $
                                          13,324
                                          
                                          
                                          $
                                          20,199
 
 The
accompanying notes are an integral part of these financial
statements.
  4
   INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF OPERATIONS
 FOR
THE NINE AND THREE MONTHS ENDED NOVEMBER 30, 2008
 WITH
CUMULATIVE TOTALS SINCE FEBRUARY 28, 2008 (INCEPTION) (UNAUDITED)
  NINE
                                                MONTHS
                                              
                                              
                                              THREE
                                                MONTHS
                                              
                                              
                                              CUMULATIVE
                                                TOTALS
                                                SINCEENDED
                                              
                                              
                                              ENDED
                                              
                                              
                                              INCEPTIONNOVEMBER
                                                30,
                                                2008
                                              
                                              
                                              NOVEMBER
                                                30,
                                                2009
                                              
                                              
                                              FEBRUARY
                                                28,
                                                2008OPERATING
      REVENUESSales
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -COST
      OF SALES
                                              
                                              
                                              19,614
                                              
                                              
                                              
                                              19,614
                                              
                                              
                                              
                                              19,614GROSS
      PROFIT (LOSS)
                                              
                                              
                                              (19,614
                                              )
                                              
                                              
                                              (19,614
                                              )
                                              
                                              
                                              (19,614
                                              )OPERATING
      EXPENSESResearch
      and development
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Professional,
      consulting and marketing fees
                                              
                                              
                                              325,273
                                              
                                              
                                              
                                              52,295
                                              
                                              
                                              
                                              325,273Other
      general and administrative expenses
                                              
                                              
                                              50,850
                                              
                                              
                                              
                                              19,340
                                              
                                              
                                              
                                              57,384Total
      Operating Expenses
                                              
                                              
                                              376,123
                                              
                                              
                                              
                                              71,635
                                              
                                              
                                              
                                              382,657LOSS
      BEFORE OTHER INCOME
                                              
                                              
                                              (395,737
                                              )
                                              
                                              
                                              (91,249
                                              )
                                              
                                              
                                              (402,271
                                              )OTHER
      INCOMEInterest
      income
                                              
                                              
                                              100
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              100Total
      Other Income
                                              
                                              
                                              100
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              100NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
                                              
                                              
                                              (395,637
                                              )
                                              
                                              
                                              (91,249
                                              )
                                              
                                              
                                              (402,171
                                              )Provision
      for Income Taxes
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -NET
      LOSS APPLICABLE TO COMMON SHARES
                                              
                                              $
                                              (395,637
                                              )
                                              
                                              $
                                              (91,249
                                              )
                                              
                                              $
                                              (402,171
                                              )NET
      LOSS PER BASIC AND DILUTED SHARES
                                              
                                              $
                                              (0.01
                                              )
                                              
                                              $
                                              (0.00
                                              )
                                              
                                              $
                                              (0.01
                                              )WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING
                                              
                                              
                                              45,848,524
                                              
                                              
                                              
                                              35,490,000
                                              
                                              
                                              
                                              45,892,939
  The
accompanying notes are an integral part of these financial
statements.
  5
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 FOR
THE NINE MONTHS ENDED NOVEMBER 30, 2008 AND PERIOD FEBRUARY 28, 2008 (INCEPTION)
THROUGH NOVEMBER 30, 2008
  DeficitsAccumulatedPreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Additional
                    Paid-in
                  
                  
                  Subscriptions
                  
                  
                  During
      the
                    DevelopmentShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Receivable
                  
                  
                  Stage
                  
                  
                  TotalBalance
      - February 28, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Shares
      issued to founder for cash and subscriptions receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000,000
                  
                  
                  
                  50,000
                  
                  
                  
                  -
                  
                  
                  
                  (25,267
                  )
                  
                  
                  -
                  
                  
                  
                  24,733Shares
      iissued for services rendered
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000,000
                  
                  
                  
                  2,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000Net
      loss for the period February 28, 2008 through February 29,
      2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,534
                  )
                  
                  
                  (6,534
                  )Balance
      February 29, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,000,000
                  
                  
                  
                  52,000
                  
                  
                  
                  -
                  
                  
                  
                  (25,267
                  )
                  
                  
                  (6,534
                  )
                  
                  
                  20,199Shares
      iissued for cash
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  150,000
                  
                  
                  
                  150
                  
                  
                  
                  7,350
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,500Shares
      iissued for services rendered
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,340,000
                  
                  
                  
                  3,340
                  
                  
                  
                  163,660
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  167,000Payment
      of subscriptions receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,267
                  
                  
                  
                  -
                  
                  
                  
                  25,267Cancelation
      of shares by founder for no consideration
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (20,000,000
                  )
                  
                  
                  (20,000
                  )
                  
                  
                  20,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Contributed
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  56,250
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  56,250Net
      loss for the nine months ended November 30, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (395,637
                  )
                  
                  
                  (395,637
                  )Balance
      November 30, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  35,490,000
                  
                  
                  $
                  35,490
                  
                  
                  $
                  247,260
                  
                  
                  $
                  -
                  
                  
                  $
                  (402,171
                  )
                  
                  $
                  (119,421
                  )
 
 The
accompanying notes are an integral part of these financial
statements.
  6
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED NOVEMBER 30, 2008
 WITH
CUMULATIVE TOTALS SINCE FEBRUARY 28, 2008 (INCEPTION) (UNAUDITED)
  CUMULATIVENINE
                              MONTHS
                            
                            
                            TOTALS
                              SINCEENDED
                            
                            
                            INCEPTIONNOVEMBER
                              30,
                              2008
                            
                            
                            FEBRUARY
                              28,
                              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                            
                            $
                            (395,637
                            )
                            
                            $
                            (402,171
                            )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation
                            
                            
                            797
                            
                            
                            
                            797Write-off
      of offering costs
                            
                            
                            20,199
                            
                            
                            
                            -Shares
      issued for services
                            
                            
                            167,000
                            
                            
                            
                            169,000Contributed
      capital by founder
                            
                            
                            56,250
                            
                            
                            
                            56,250Changes
      in assets and liabilities(Increase)
      in deposits
                            
                            
                            (6,400
                            )
                            
                            
                            (6,400
                            )Increase
      in deferred revenue
                            
                            
                            7,730
                            
                            
                            
                            7,730Increase
      in accounts payable
                            
                            
                            32,912
                            
                            
                            
                            32,912Increase
      in accrued compensation
                            
                            
                            51,875
                            
                            
                            
                            51,875Total
      adjustments
                            
                            
                            330,363
                            
                            
                            
                            312,164Net
      cash (used in) operating activities
                            
                            
                            (65,274
                            )
                            
                            
                            (90,007
                            )CASH
      FLOWS FROM INVESTING ACTIVITESAcquisition
      of property and equipment
                            
                            
                            (4,413
                            )
                            
                            
                            (4,413
                            )Net
      cash (used in) investting activities
                            
                            
                            (4,413
                            )
                            
                            
                            (4,413
                            )CASH
      FLOWS FROM FINANCING ACTIVITESProceeds
      from issuance of common stock and collectionof
      subscriptions receivable
                            
                            
                            32,767
                            
                            
                            
                            57,500Proceeds
      of officer loans
                            
                            
                            40,228
                            
                            
                            
                            40,228Net
      cash provided by financing activities
                            
                            
                            72,995
                            
                            
                            
                            97,728NET
      INCREASE (DECREASE) INCASH
      AND CASH EQUIVALENTS
                            
                            
                            3,308
                            
                            
                            
                            3,308CASH
      AND CASH EQUIVALENTS -BEGINNING
      OF PERIOD
                            
                            
                            -
                            
                            
                            
                            -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                            
                            $
                            3,308
                            
                            
                            $
                            3,308CASH
      PAID DURING THE PERIOD FOR:Interest
      expense
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
 
 The
accompanying notes are an integral part of these financial
statements.
  7
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 NOVEMBER
30, 2008 (UNAUDITED)
 
 NOTE
      1-
              ORGANIZATION
      AND BASIS OF PRESENTATION
  International
Development and Environmental Holdings (the “Company”), is a Nevada corporation
with its principal corporate offices in Chicago, Illinois. The Company is in the
process of organizing itself and developing its main line of business which is
environmental geological site assessment and remediation. The Company has
registered and may operate under the following assumed corporate names: (1)
Global Environmental Company (NV); (2) Global Environment Company (IL); (3)
Global Architecture & Engineering Company (NV); (4) Global Development &
Construction Company (NV); and (5) Global Real Estate & Finance Company
(NV).
 
 The
unaudited condensed financial statements included herein have been prepared,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”).  The condensed financial statements and
notes are presented as permitted on Form 10-Q and do not contain information
included in the Company’s annual statements and notes.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.  It is suggested
that these condensed financial statements be read in conjunction with the annual
financial statements presented in the Company’s registration statement on Form
S-1 for the period February 28, 2008 (inception) through February 29, 2008.
While management believes the procedures followed in preparing these condensed
financial statements are reasonable, the accuracy of the amounts are in some
respects dependent upon the facts that will exist, and procedures that will be
accomplished by the Company later in the year.
 
 These
condensed unaudited financial statements reflect all adjustments, including
normal recurring adjustments which, in the opinion of management, are necessary
to present fairly the operations and cash flows for the periods
presented.
  8
 
 INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 NOVEMBER
30, 2008 (UNAUDITED)
 
 NOTE
      1-
              ORGANIZATION
      AND BASIS OF PRESENTATION
(CONTINUED)
  Going
Concern
 
 As shown
in the accompanying financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of the Company as a going concern, the Company
has incurred operating losses of $395,637 and $402,171 in the nine months ended
November 30, 2008 and period February 28, 2008 (inception) through November 30,
2008, respectively. The Company has not recorded any revenues and is considered
to be a development stage company.
 
 The
Company is currently in the development stage and their activities consist
solely of corporate formation, raising capital, and attempting to secure
environmental remediation contracts.
 
 There is
no guarantee that the Company will be able to raise enough capital or generate
revenues to sustain its operations and carry out its business
plan.  These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
 
 Management’s
plan in this regards, include seeking environmental remediation contracts from
potential clients and raising additional funds through a private placement
offering of the Company’s common stock. In fiscal 2009, the Company has raised
an additional $7,500 through November 30, 2008. Management believes that the
Company’s business development and capital raising activities will provide them
with the ability to continue as a going concern.
 
 The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.
 
 NOTE
      2-
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  Development Stage
Company
 
 The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the corporate formation, the raising of capital and attempting
to secure environmental remediation contracts.
  9
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 NOVEMBER
30, 2008 (UNAUDITED)
 
 NOTE
      2-
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
  Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  On an on-going basis, the Company
evaluates its estimates, including, but not limited to, the valuation of common
stock issued for services, valuation of non-cash contributed services, bad
debts, income taxes and contingencies. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results could differ from those
estimates.
 
 Cash and Cash
Equivalents
 
 The
Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three months or less to be cash
equivalents. The Company as of November 30, 2008 has no cash
equivalents.
 
 Fair Value of Financial
Instruments
 
 The
carrying amounts reported in the condensed balance sheet for cash and cash
equivalents, and accounts payable approximate fair value because of the
immediate or short-term maturity of these financial instruments.
 
 Research and
Development
 
 The
Company incurs costs on activities that relate to the securing of environmental
remediation contracts. Research and development costs are expensed as incurred.
The Company has expensed its payments in connection with research and
development costs.
 
 Deferred Offering
Costs
 
 The
Company has deferred external costs associated with its planned initial public
offering in fiscal 2009, at which time the costs will be charged against the
capital raised or upon effectiveness of the offering. Should the offering be
terminated, the costs will be immediately charged to
operations.
  10
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 NOVEMBER
30, 2008 (UNAUDITED)
 
 NOTE
      2-
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Revenue
Recognition
 
 The
Company commenced receipt of receipts for services yet to be provided. The
Company has recorded these as deferred revenue on the balance sheet. The Company
will be commencing recognition of revenues in the fourth fiscal quarter of 2009.
The Company will recognize revenue from the contracts they enter into for
environmental remediation. The Company will recognize revenue in accordance with
the terms of those contracts.
 
 Accounts
Receivable
 
 The
Company when it will conduct business will extend credit based on an evaluation
of the customers’ financial condition, generally without requiring collateral.
Exposure to losses on receivables is expected to vary by customer due to the
financial condition of each customer. The Company will monitor exposure to
credit losses and maintain allowances for anticipated losses considered
necessary under the circumstances. The Company has not recorded any receivables,
and therefore no allowance for doubtful accounts at November 30, 2008 and
February 29, 2008, respectively.
 
 Accounts
receivable will generally be due within 30 days and collateral is not
required.
 
 Income
Taxes
 
 The
Company follows SFAS No. 109, “Accounting for Income Taxes”. Under the asset and
liability method of SFAS 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. A valuation allowance has been provided for the
Company’s net deferred tax asset, due to the uncertainly of the realization of
the net operating losses.
 
 Segment
Information
 
 The
      Company operates in one segment.
 
 Accounting
Basis
 
 The
      Company uses the accrual basis of accounting for financial statement
      reporting. Accordingly, expenses are realized when the obligation is
      incurred.
  11
  INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 NOVEMBER
30, 2008 (UNAUDITED)
  NOTE
      2-
                SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Property and
Equipment
 
 Property
      and equipment are stated at cost. Expenditures for maintenance and repairs
      are charged to income as incurred. Additions, improvements and major
      replacements that extend the life of the asset are capitalized at cost.
      The cost and accumulated depreciation related to assets sold or retired
      are removed from the accounts and any gain or loss is credited or charged
      to income in the period of disposal. For financial reporting purposes,
      depreciation is provided on the straight-line method over the useful lives
      of the depreciable assets.
 
 (Loss) Per Share of Common
Stock
 
 The
Company complies with the requirements of SFAS No. 128, “Earnings Per Share”.
Basic net (loss) per common share is computed using the weighted average number
of common shares outstanding. Diluted earnings per share includes additional
dilution from common stock equivalents, such as stock issuable pursuant to the
exercise of stock options and warrants.  The Company has no common
stock equivalents. Additionally, when the Company reports a net loss common
stock equivalents would not be included in the calculation of diluted earnings
per share because to do so this would be antidilutive for the periods
presented.
 
 Stock-Based
Compensation
 
 On
December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS
123R”).  SFAS 123R requires that compensation cost related to
share-based payment transactions be recognized in the financial statements.
Share-based payment transactions within the scope of SFAS 123R include stock
options, restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans.  The provisions of SFAS
123R, as amended, are effective for small business issuers beginning as of the
next interim period after December 15, 2005.
 
 The
Company has elected to use the modified–prospective approach method. Stock-based
compensation expense for all awards granted is based on the grant-date fair
values estimated in accordance with the provisions of FAS 123R. The Company
recognizes these compensation costs, net of an estimated forfeiture rate, on a
pro rata basis over the requisite service period of each vesting tranche of each
award. The Company considers voluntary termination behavior as well as trends of
actual option forfeitures when estimating the forfeiture rate.
  12


INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008 (UNAUDITED)





NOTE
      2-
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)





Stock-Based
Compensation (Continued)





The
Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services”.  The fair value of the option
issued is used to measure the transaction, as this is more reliable than the
fair value of the services received.  The fair value is measured at
the value of the Company’s common stock on the date that the commitment for
performance by the counterparty has been reached or the counterparty’s
performance is complete. The fair value of the equity instrument is charged
directly to compensation expense and additional paid-in capital.





Recent Accounting
Pronouncements





In
September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This
standard defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosure about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Early adoption is
encouraged. The adoption of SFAS 157 is not expected to have a material impact
on the financial statements.





In
February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115”, (“FAS 159”) which permits entities to choose to measure many financial
instruments and certain other items at fair value at specified election dates. A
business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. This statement is expected to expand the use of fair value
measurement. FAS 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal
years.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment.





SFAS 160
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. Management is determining the impact that the adoption of SFAS
No. 160 will have on the Company’s financial position, results of operations or
cash flows.


13





INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008 (UNAUDITED)





NOTE
      2-
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)





Recent Accounting
Pronouncements (Continued)





In
December 2007, the FASB issued SFAS 141R,Business Combinations (“SFAS
141R”), which replaces FASB SFAS 141,Business
Combinations.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.





Finally,
SFAS 141R will require an entity to recognize contingent consideration at the
date of acquisition, based on the fair value at that date.  This
Statement will be effective for business combinations completed on or after the
first annual reporting period beginning on or after December 15,
2008.  Early adoption of this standard is not permitted and the
standards are to be applied prospectively only.  Upon adoption of this
standard, there would be no impact to the Company’s results of operations and
financial condition for acquisitions previously completed.  The
adoption of SFAS No. 141R is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.





In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a
Simplified Method in Developing Expected Term of Share Options” (“SAB
110”). SAB 110 expenses the current view of the staff that it will accept a
company’s election to use the simplified method discussed in Staff Accounting
Bulletin No. 107, “Share Based
Payment”, (“SAB 107”), for estimating the expected term of “plain
vanilla” share options regardless of whether the company has sufficient
information to make more refined estimates. SAB 110 became effective for the
Company on January 1, 2008. The adoption of SAB 110 is not expected to have a
material impact on the Company’s financial position.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.


14





INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008 (UNAUDITED)





NOTE
      3-
            STOCKHOLDERS’
      EQUITY





Common
Stock





As of
November 30, 2008, the Company had 100,000,000 shares of common stock authorized
with a par value of $.001. The Company has 35,490,000 common shares issued and
outstanding at November 30, 2008.





The
Company was originally incorporated with 200,000,000 shares of common stock and
on March 20, 2008, the Company amended their articles of incorporation to
increase this to 900,000,000 shares. Finally, on May 12, 2008, the Company again
amended their articles of incorporation to reduce the number of authorized
common shares to 100,000,000 shares and increase the par value to
$.001.





All
references in the accompanying condensed financial statements to common shares,
par values and per share amounts have been retroactively adjusted to reflect
these amendments.





During
the period February 28, 2008 (inception) through November 30, 2008, the Company
issued 50,000,000 shares of common stock to its founder at $.001 per share or
$50,000 in initial capital to fund the Company’s development
efforts.





Additionally
on February 28, 2008, the Company issued 2,000,000 shares of common stock for
services rendered which were valued at $2,000 based on the $.001 value the
shares for cash were issued at.





During
the period March 1, 2008 through November 30, 2008, the Company issued an
additional 150,000 shares of common stock at $.05 per share in a private
placement raising an aggregate of $7,500, and issued 3,340,000 shares of stock
during this nine month period at the $.05 value for services rendered at a value
of $167,000.





The
Company’s founder returned 20,000,000 shares of common stock to the Company for
cancelation for no consideration on August 14, 2008.





Preferred
Stock





As of
November 30, 2008, the Company had 25,000,000 shares of preferred stock
authorized with a par value of $.001. The Company has not issued any preferred
shares as of November 30, 2008.





The
Company was originally incorporated with 20,000,000 shares of preferred stock
and on March 20, 2008, the Company amended their articles of incorporation to
increase this to 600,000,000 shares. Finally, on May 12, 2008, the Company again
amended their articles of incorporation to reduce the number of authorized
common shares to 25,000,000 shares and increase the par value to
$.001.


15





INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008 (UNAUDITED)





NOTE
      3-
            STOCKHOLDERS’
      EQUITY (CONTINUED)





Contributed
Capital





For the
nine months ended November 30, 2008, the Company’s President and founding
shareholder has provided services to the Company without the expectation of
receiving any compensating payment. The value of these services was estimated at
$56,250, based upon the value of another executive officer of the Company
presently under contract. Accordingly, the Company has recorded the value of
these services as a charge to operations and a corresponding credit to
additional paid in capital in the accompanying financial
statements.





NOTE
      4-
            PROVISION
      FOR INCOME TAXES





Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities.  Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return.  Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.





At
November 30, 2008 deferred tax assets consist of the
following:




Net
      operating losses
                      
                      $
                      136,738Valuation
      allowance
                      
                      
                      (136,738
                      )$
                      -





At
November 30, 2008, the Company had a net operating loss carryforward in the
amount of $402,171 available to offset future taxable income through
2028.  The Company established valuation allowances equal to the full
amount of the deferred tax assets due to the uncertainty of the utilization of
the operating losses in future periods.  A reconciliation of the
Company’s effective tax rate as a percentage of income before taxes and federal
statutory rate for the nine months ended November 30, 2008 is summarized as
follows:




2008Federal
      statutory rate
                    
                    
                    (34.0
                    )%State
      income taxes, net of federal benefits
                    
                    
                    (6.2
                    )Change
      in federal tax rate apportionment
                    
                    
                    19.0Valuation
      allowance
                    
                    
                    21.20
                    %


16


INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008 (UNAUDITED)





NOTE
      5-
            COMMITMENT
      – OPERATING LEASES





The
Company entered into three leases for its corporate offices under terms of
non-cancelable operating leases. The first lease term is from June 1, 2008
through November 30, 2008 and requires a $3,458 monthly lease payment. The
second lease consists of a sublease of office space from a related party, which
is a business affiliated with the Company’s founding shareholder, officer and
director. The sublease term runs from August 1, 2008 through January 31, 2010
and requires a $1,464 monthly lease payment. The third lease consists of a
sublease of office space. The sublease term runs from September 1, 2008 through
August 31, 2009 and required the issuance of 10,000 shares of Company common
stock as consideration for the entire lease term.  The value of the
common stock was at $.05 per share or $500.




Future
minimum lease payments for the first two leases are as follows for the period
ending November 30:





2009
                    
                    $
                    59,4392010
                    
                    
                    2,928Total
                    
                    $
                    62,367





NOTE
      6-
            PROPERTY
      AND EQUIPMENT





A summary
of property and equipment as of November 30, 2008 is as follows:





Software
                    
                    $
                    4,413Accumulated
      depreciation
                    
                    
                    (
      797
                    )Total,
      net
                    
                    $
                    3,616





Depreciation
expense for the nine months ended November 30, 2008 was $797.


17




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





Forward-Looking
Statements





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





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





PLAN OF
OPERATIONS





We engage
primarily in environmental remediation activities.





Although
we have the four gas station remediation contracts, we have generated no
revenues to date.  These gas stations have had site evaluations
completed and are awaiting for funding to remove the tanks and begin early
action remediation, of which we hope to begin in the next 90 days. We have 52
other remediation contracts.  We have commenced corrective action
activity and are filing reports to the IEPA on two and the other 50 are awaiting
evaluation and the procurement of financing to begin.





Development Stage
Expenditures





Development
stage expenditures during the period from inception on February 28, 2008 to
November 30, 2008 were $382,657, which consisted primarily of selling, general
and administrative expenses related to our formation and legal, accounting and
other fees related to our formation and this offering.




Financial Condition,
Liquidity and Capital Resources





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





At
November 30, 2008, we had total assets of $13,324 consisting of cash, property
and equipment and deposits.


18


At
November 30, 2008, our total liabilities were $132,745, consisting of amounts
due Mr. Huseyinof of $40,228 and accrued compensation to Mr. Huseyinof of
$51,875 as well as accounts payable.





Cash
Requirements





We intend
to provide funding for our activities, if any, through a combination of the
private placement of our equity securities, the public sales of equity
securities and borrowing from commercial lenders or our president. Our president
has orally agreed to provide us necessary funding to maintain minimal operations
and fund the cost of our becoming a public company at interest of 5%, payable
upon demand. At November 30, 2008, the amount advanced was $40,228. He is not
obligated to do make any further advances. We have no agreement, commitment or
understanding to secure any such funding from any other source.





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





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





Item
3.  Quantitative and Qualitative Disclosure about Market
Risk




Not
Applicable




Item
4. Controls and Procedures




Evaluation of Disclosure
Controls and Procedures





As of November 30, 2008, under the direction of our
Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure
controls and procedures as of November 30, 2008 and concluded that our
disclosure controls and procedures were ineffective as of November 31, 2008 due
to the following:We did not maintain effective controls to
ensure appropriate segregation of duties as the same employees were responsible
for the initiating and recording of transactions, thereby creating segregation
of duties weaknesses. The material weakness relates to the lack of segregation
of duties in that our CEO and CFO are the same person.  In the
preparation of financial statements, footnotes and financial data all of our
financial reporting is carried out by our Chief Financial Officer, and we do not
have an audit committee or independent CEO to monitor or review the work
performed.   We are, in fact, a small, relatively simple
operation from a financial point of view.  The lack of segregation of
duties results from lack of a separate Chief Financial Officer with
accounting technical expertise necessary for an effective system of internal
control.  In order to mitigate this material weakness to the fullest extent
possible, as soon as our finances allow, we will hire an independent Chief
Financial Officer.


19


There were no changes in our internal control over
financial reporting during the fiscal quarter ended August 31, 2008, that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





PART
II - OTHER INFORMATION




Item
1. Legal Proceedings





None





Item
1A:  Risk Factors





A smaller
reporting company is not required to provide the information required by this
Item.




Item
2. Changes in Securities





From
March 2008 through August 2008, we issued 3,340,000 shares to six service
providers at a price of $.05 per share or $162,000 in the aggregate based upon
contemporaneous cash sales.





During
the period from March 1, 2008 to September 19, 2008, we sold 150,000 shares of
our common stock to 20 individuals at a price of $.05 per share for aggregate
cash consideration of $7,500.





We relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances.





We
believed that Section 4(2) of the Securities Act of 1933 was available
because:





·
            None
      of these issuances involved underwriters, underwriting discounts or
      commissions.


·
            Restrictive
      legends were and will be placed on all certificates issued as described
      above.


·
            The
      distribution did not involve general solicitation or
      advertising.


·
            The
      distributions were made only to investors who were sophisticated enough to
      evaluate the risks of the
investment.





In
connection with the above transactions, although some of the investors may have
also been accredited, we provided the following to all investors:





·
            Access
      to all our books and records.


·
            Access
      to all material contracts and documents relating to our
      operations.


·
            The
      opportunity to obtain any additional information, to the extent we
      possessed such information, necessary to verify the accuracy of the
      information to which the investors were given
  access.





Prospective
investors were invited to review at our offices at any reasonable hour, after
reasonable advance notice, any materials available to us concerning our
business. Prospective Investors were also invited to visit our
offices.


20




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





Exhibit
                        #
                      
                      Name
      and/or Identification of Exhibit31.1
                      
                      Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.2
                      
                      Certification
      of the Chief Executive Officer and
      Chief Financial Officer pursuant to U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.1
                      
                      Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
                      
                      Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002




SIGNATURES





In
accordance with the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.




INTERNATIONAL
      DEVELOPMENT AND
                  ENVIRONMENTAL
      HOLDINGSFebruary
      3, 2009
                By:
                /s/ PHILIP J.
HUSEYINOFPHILIP
      J. HUSEYINOF
                  Chairman
      and CEO


21