UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Commission file number: 000-52905

International Industrial Enterprises, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		26-0091556
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4116 Antique Sterling Ct. Las Vegas, NV 89129

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (702) 255-4170

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

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value: (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes      . No   X  .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes      . No   X  .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   X  .

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	.	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).

Yes   X  . No      .

For the year ended December 31, 2010, the issuer had no revenues.

As of March 31, 2011, there was no trading market for the issuer’s common stock, $.001 par value.

The number of shares outstanding of the issuer’s common stock, $.001 par value, as of March 31, 2011 was 2,500,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

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International Industrial Enterprises, Inc.

Form 10-K Annual Report

Table of Contents

PART I
Item 1.	Business		4
Item 1A.	Risk Factors		5
Item 1B.	Unresolved Staff Comments		6
Item 2.	Properties		6
Item 3.	Legal Proceedings		6
Item 4.	Submission of Matters to a Vote of Security Holders		6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		6
Item 6.	Selected Financial Data		6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		8
Item 8.	Financial Statements and Supplementary Data		8
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure		8
Item 9A(T).	Controls And Procedures		8
Item 9B.	Other Information		9
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance		9
Item 11.	Executive Compensation		10
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		10
Item 13.	Certain Relationships and Related Transactions, and Director Independence		11
Item 14.	Principal Accountant Fees and Services		11
PART IV
Item 15.	Exhibits and Financial Statement Schedules		12

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FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to International Industrial Enterprises, Inc.

PART 1

 

ITEM 1.   BUSINESS.

CORPORATE BACKGROUND

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.

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.

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Employees

At December 31, 2010, the Company had 1 full time employee.  None of its employees were represented by a collective bargaining arrangement.

The Company does not carry key person life insurance on any of its Directorial personnel. The loss of the services of any of its executive officers or other directors could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.

There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.

  

ITEM 1A.   RISK FACTORS.

WE HAVE NO OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since our inception we have had minimal operations.   Our independent auditor has expressed a “going concern” qualification in the Independent Auditor’s Report on the footnotes to our consolidated financial statements. This means that there is doubt as to our ability to continue operations.

WE DEPEND SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE ALL MANAGEMENT DECISIONS.

Our ability to effect a merger will be dependent upon the efforts of our president, David Rogers. Notwithstanding the importance of Mr. Rogers, we have not entered into any employment agreement or other understanding with Mr. Rogers concerning compensation or obtained any “key man” life insurance on any of his life. The loss of the services of Mr. Rogers will have a material adverse effect on our business objectives and success. We rely upon the expertise of Mr. Rogers and do not anticipate that we will hire additional personnel.

THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT SHAREHOLDERS.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. Our officers may be entitled to receive compensation from a target company they identify or provide services to in connection with a business combination. A conflict of interest may arise between our management’s personal pecuniary interest and their fiduciary duty to our shareholders. Further, our management’s own pecuniary interest may at some point compromise their fiduciary duty to our shareholders. In addition, Mr. Rogers, our president and sole director and our chief financial officer, is currently involved with other businesses and future conflicts may arise.

WE WILL BE SUBJECT TO INTENSE COMPETITION.

We operate in the highly competitive tourist map publishing industry. We face competition from existing companies with considerably more financial and business related sources. Such competition may have an adverse effect on our profitability.

Accordingly, we expect to compete on the basis of quality and service. We expect to be less able than our larger competitors to handle generally increasing costs and expenses of doing business. Additionally, it is expected that there may be significant technological advances in the future and we may not have adequate resources to enable us to take advantage of such advances.

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WE MAY ENCOUNTER UNFORESEEN COSTS IN THE TOURIST MAP BUSINESS.

Our estimates of the cost of and time to be consumed in the provision of various services customarily provided by like companies based upon management’s knowledge may not be accurate. There can be no assurance that analysis of the customer’s various needs, recommendations for and/or implementation of improvements, modifications, cost reductions, and consulting and specific problem-solving, will not cost significantly more than expected or even prove to be prohibitive. Further, we are unable to predict the amount of time or funding that will be consumed in our efforts to obtain the additional debt and/or equity financing required permitting us to offer a full range of services. There can be no assurance that cost overruns will not occur or that such cost overruns will not adversely affect us.

WE HAVE SOME MODEST DEBT OBLIGATIONS

The Company has some short-term obligations, which may affect our cash flow and ability to operate as anticipated.

ITEM 1B.   UNRESOLVED STAFF COMMENTS.

None.

 

 

ITEM 2.   PROPERTIES.

The Company does not own any property at the present time and has no agreements to acquire any property. Our executive offices are located at 4116 Antique Sterling Ct., Las Vegas, Nevada 89129. (The space is approximately 150 square feet total) and is provided by a shareholder at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

ITEM 3.   LEGAL PROCEEDINGS.

None.

 

 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

 

ITEM 5.   MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. Our Common Stock is not trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.

(b) Holders. As of March 31, 2011, there were 41 record holders of all of our issued and outstanding shares of Common Stock.

(c) Dividend Policy

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6.   SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

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ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Plan of operation for the next twelve months

At present, there is no cash flow to sustain our operation for the next twelve months which leaves us with the following:

1.Being a public company will position us with the ability to raise capital. Debt/Equity.

2.We expect to obtain personal and business loans for the next six months operations from officers, directors, shareholders and business relationships. These loans will provide operational funds for the next six-month period at which time sales to advertisers are anticipated to begin and provide revenue to pay operational expenses.

3.There are no causes for any material changes at this time.

4. There are no seasonal aspects that could have a negative material effect on our financial condition or results of operation.

5.The major trend is the continuous growth of the numbers of tourists 39,000,000 in 2006 of which 4,000,000 were conventioneers.

Growth process is expected to continue, as there is over ten billion dollars allocated at present for construction of facilities on the Las Vegas Strip, and plans for additional commercial and home construction are projected.

In 1956, there were 35,000 inhabitants; at present there are over two million. Growth is expected to be between 2.5% and 3.5% for the next two years.

(ii) RESULTS OF OPERATIONS

The Company has earned 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 $3,419 for the year ended December 31, 2009, as compared to a net loss of $ 6,909 for 2009. From the date of return to development stage February 2, 2005, to December 31, 2010, the Company lost a total of $ 72,479. Most labor and services have been compensated with issuances of stock or cash payment has been deferred.

Liquidity and Capital Resources

The Company has financed its expenses and costs thus far through financing and through the increase in its accounts payable, payments made by others for the company and by the settlement of the payable amounts with shares of common stock of the Company.

For the most recent fiscal year, 2010, the Company incurred a loss in the amount of $3,419 and $6,909 for 2009. Both years’ losses are a result of organizational expenses and expenses associated with setting up a Company structure in order to begin implementing its business plan. The Company anticipates that until these procedures are completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.

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During the period from February 2, 2005 (date of return to development stage) through December 31, 2010, the Company has incurred an accumulated net loss of $72,479 and has not attained profitable operations. The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and manage its operations so that they are profitable.

(iii) The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

Management has been successful in raising sufficient funds to cover the Company’s immediate expenses including the cost of auditing and filing required documents for 2010.

The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors.  However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all.  Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of December 31, 2010, the company was authorized to issue 50,000,000 shares of common stock.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of December 31, 2010.

Off-Balance Sheet Arrangements

As of December 31, 2010, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T).   CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2010, our internal control over financial reporting is not effective based on these criteria. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.”

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None.

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors as of February 20, 2009:

Name	Age	Title
David W. Rodgers	47	President, Secretary, Treasurer, Director.

Our officers and directors are elected to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, or until prior resignation or removal.

Business Experience

David W. Rodgers, President, Secretary Treasurer, Director.

2001 2007	R4 Services, Owner/Internet Sales and Marketing Services.
1998 2001	Research 2000, Director/ Public Relations and Advertising
1995 1997	Phoenix Media Group/Sales/Account Manager
1991 1994	Special Alert Publications, Owner/Newsletter and Corporate Report.

Education

1981	University of Notre Dame Bachelor of Science Degree, Engineering Sciences.
1997 to Present.	Web Design and Internet Marketing courses at community colleges, seminars, workshop and on-line.
1983 to Present.	Sales and Business courses at community colleges, seminars, workshop and on-line.

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Compensation and Audit Committees

As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, 2010 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

 

ITEM 11.   EXECUTIVE COMPENSATION.

David Rogers is our sole officer and director.  Mr. Rogers does not receive any regular compensation for his services rendered on our behalf. Mr. Rogers did not receive any compensation during the years ended December 31, 2010 and 2009.  No officer or director is required to make any specific amount or percentage of his business time available to us.

Director Compensation

We do not currently pay any cash fees to our sole director, nor do we pay director’s expenses in attending board meetings.

Employment Agreements

We are not a party to any employment agreements.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of March 31, 2011 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Name and address	Position	Amount	Percent held	Class
David W. Rodgers	Pres/Sec/Treas/Dir.	500,000 shares	20%	Common
1982 Rainbow Blvd. # 101.
Las Vegas, NV 89108
Jose F. Garcia	Beneficial Owner	500,000 shares	20%	Common
4116 Antique Sterling Ct.
Las Vegas, NV 89129

    

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of March 31, 2011 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans.

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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Our Board of Directors consist solely of David Rogers. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  

Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.

 

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Sam Kan & Company  is our independent registered public accounting firm.

Audit Fees

The aggregate fees billed by Sam Kan & Company for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $3,000 and $2,000  for the fiscal years ended December 31, 2010 and 2009, respectively.

Audit-Related Fees

There were no fees billed by Sam Kan & Company for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the fiscal years ended December 31, 2010 and 2009, respectively.

Tax Fees

The aggregate fees billed by Sam Kan & Company for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended December 31, 2010 and 2009, respectively.

There were no fees billed by Sam Kan & Company for other products and services for the fiscal years ended December 31, 2010 and 2009, respectively.

Pre-Approval Policy

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

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PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Report:

1. Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.

	•	Report of Independent Registered Public Accounting Firm (Sam Kan & Company..-2010 and 2009)
	•	Balance Sheets at December 31, 2010 and 2009
	•	Statements of Operations for the years ended December 31, 2010 and 2009and for the cumulative period from Feb. 2, 2005 (Date of  Re entering Development Stage) to December 31, 2010
	•	Statements of Changes in Shareholders’ Deficiency for the period from Feb. 2, 2005 (Date of  Re entering Development Stage)  to December 31, 2010
	•	Statements of Cash Flows for the years ended December 31, 2010 and 2009, and for the cumulative period from Feb. 2, 2005 (Date of  Re entering Development Stage) to December 31, 2020
	•	Notes to Financial Statements

2. Financial Statement Schedules.

 

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

  

3. Exhibits Incorporated by Reference or Filed with this Report.

Exhibit No.		Description
31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

__________________

*Included herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	International Industrial Enterprises, Inc.
Date: April 14, 2011
	By:  /s/ David Rogers
	David Rogers, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 14, 2011
		By:  /s/ David Rogers
		David Rogers, President and Director
		(Principal Executive Officer)
Date: April 14, 2011
		By:  /s/ David Rogers
		David Rogers, Chief Financial Officer
		(Principal Financial and Accounting Officer)

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INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

For the Period since Re-entering the Development Stage on

February 2, 2005 to December 31, 2010

			Page(s)
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets As of December 31, 2010 and 2009			F-3
Consolidated Statements of Operations For the Years Ended December 31, 2010 and 2009, and the Period since Re-entering the Development Stage on February 2, 2005 to December 31, 2010			F-4
Consolidated Statement of Changes in Stockholders' Equity (Deficit) Cumulative from February 2, 2005 to December 31, 2010			F-5
Consolidated Statements of Cash Flows For the Years Ended December 31, 2010 and 2009, and the Period since Re-entering the Development Stage on February 2, 2005 to December 31, 2010			F-6
Notes to the Consolidated Financial Statements			F-7-F-10

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of

International Industrial Enterprises, Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of International Industrial Enterprises, Inc. (hereinafter the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended and since re-entering the development stage on February 2, 2005 through December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions of the Company as of December 31, 2010 and December 31, 2009, and the results of its operations and cash flows for the years then ended and since re-entering the development stage on February 2, 2005 through December 31, 2010 in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010 and 2009, and accordingly, we do not express an opinion thereon.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to those matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SAM KAN & COMPANY

Sam Kan & Company, LLP

March 14, 2011

Alameda, California

F-2

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International Industrial Enterprises, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
			December 31,		December 31,
			2010		2009
ASSETS
Current assets
	Cash and cash equivalents	$	79	$	125
Total current assets			79		125
Total assets		$	79	$	125
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Currnet liabilities
	Related party loan	$	29,373	$	26,000
Total current liabilities			29,373		26,000
Total liabilities			29,373		26,000
Stockholders' deficit
	Common stock, $.001 par value; 50,000,000 shares authorized, 2,500,000 shares issued and outstanding on December 31, 2010 and 2009		2,500		2,500
	Additional paid in capital		40,685		40,685
	Deficit accumulated during the development stage		(72,479)		(69,060)
Total stockholders' deficit			(29,294)		(25,875)
Total liabilities and stockholders' deficit		$	79	$	125
See accompanying notes to financial statements

F-3

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International Industrial Enterprises, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
			Year ended December 31,		Year ended December 31,		Cumulative since Re-entering the Development Stage on February 2, 2005 to December 31, 2010
			2010		2009
Revenue		$	-	$	-	$	1,462
Operating Expenses
	General and administrative		919		6,559		57,553
	Professional fees		2,500		350		2,850
Total operating expenses			3,419		6,909		60,403
Total operating loss			(3,419)		(6,909)		(58,941)
Other income (expenses)
	Interest expense		-		-		(15,000)
Total other income (expenses)			-		-		(15,000)
Net loss		$	(3,419)	$	(6,909)	$	(72,479)
Basic and diluted loss per common share		$	(0.00)	$	(0.00)
Weighted average shares outstanding			2,500,000		2,500,000
See accompanying notes to financial statements

F-4

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International Industrial Enterprises, Inc.
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' 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 December 31, 2009	-		-		-		(6,909)		(6,909)
Balance, December 31, 2009	2,500,000		2,500		40,685		(69,060)		(25,875)
Net income for the year ended December 31, 2010	-		-		-		(3,419)		(3,419)
Balance, December 31, 2010	2,500,000	$	2,500	$	40,685	$	(72,479)	$	(29,294)
See accompanying notes to financial statements

F-5

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International Industrial Enterprises, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
		Year ended December 31,		Year ended December 31,		Cumulative since Re-entering the Development Stage on February 2, 2005 to December 31, 2010
		2010		2009
Cash flows from operating activities
Net loss	$	(3,419)	$	(6,909)	$	(72,479)
Adjustments to reconcile net income to net cash used by operating activities:		-		-		-
Changes in operating assets and liabilities:
Note payable to related party		3,373		6,959		29,373
Net cash used in operating activities		(46)		50		(43,106)
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		(46)		50		79
Cash at beginning of period		125		75		-
Cash at end of period	$	79	$	125	$	79
Supplemental cash flow Information:
Cash paid for interest	$	-	$	-	$	15,000
Cash paid for income taxes	$	-	$	-	$	-
See accompanying notes to financial statements

F-6

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INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Period since Re-entering the Development Stage on

February 2, 2005 to December 31, 2010

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature of Business and Trade Name

International Industrial Enterprises, Inc. (hereinafter the “Company”) 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 (hereinafter “GOA”). GOA became an acquisition of International Industrial Enterprises, when Mr. Garcia made it a capital contribution to the Company. GOA is a wholly owned subsidiary of the Company.

On February 2, 2005, Edward V. Stambro, former Director/President/Secretary/Treasurer, went on dialysis. The Company’s business was at a halt and as a result, the Company re-entered the development stage.

The operation of business stalled for eight months due to the demise of the Company’s President in October 2006.  On June 18, 2007, a new President was elected and the business began anew.  The Company designs the tourist maps and job-out the printing needs of maps to established printing companies.

The Company is a development stage company with 50,000,000 shares of common stocks at $0.001 par value of which 2,500,000 are outstanding.

Basis of Presentation

The preparation of consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.  All intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured.  

F-7

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INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Period since Re-entering the Development Stage on

February 2, 2005 to December 31, 2010

Use of Estimates

The preparation of the consolidated financial statements in 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Capital Stock

The Company had authorized Fifty Million (50,000,000) shares of common stock with a par value of $0.001 as of December 31, 2010. There were 2,500,000 shares of common stock have been issued and outstanding.

Recently Issued Accounting Pronouncements

In February 2010, the FASB issued guidance to remove the requirement for an entity that files financial statements with the SEC to disclose a date through which subsequent events have been evaluated.  The adoption of this guidance during our current fiscal quarter did not have any impact on our Consolidated Financial Statements.

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements.”  This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).  This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and require disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs.  The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements for related to the purchases, sales, issuances and settlements in the roll forward activity of Level 3 fair value measurements.  Those disclosure requirements are effective for fiscal years ending after December 31, 2010.  The Company is still assessing the impact on this guidance and does not believe the adoption of this guidance will have a material impact to its financial statements.  Management does not believe that other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants or the SEC have a material impact on the Company’s present or future financial statements.

On July 1, 2009, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) became the sole source of authoritative Generally Accepted Accounting Principles (“GAAP”) literature recognized by the Financial Accounting Standards Board for financial statements issued for interim and annual periods ending after September 15, 2009. Rules and interpretive releases of the Security Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Except for applicable SEC rules and regulations and a limited number of grandfathered standards, all other sources of GAAP for nongovernmental entities were superseded by the issuance of ASC. ASC did not change GAAP, but rather combined the sources of GAAP and the framework for selecting among those sources into a single source. Accordingly, the adoption of ASC had no impact on the financial results of the Company.

In June 2009, the FASB issued ASU 2009-17, Consolidation (ASC 810) “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which eliminates the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.  This new standard also requires additional disclosures about an enterprise’s involvement in variable interest entities. The Company adopted this pronouncement on January 1, 2010 but there was no significant impact on its financial statements.

F-8

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INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Period since Re-entering the Development Stage on

February 2, 2005 to December 31, 2010

In June 2009, the FASB issued ASC 105, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”.  ASC 105 establishes the FASB Accounting Standards Codification (“Codification”), as the single source of authoritative accounting and reporting standards in the United States for all non-government entities, with the exception of the Securities and Exchange Commission and its staff.  It does not include any new guidance or interpretations of US GAAP, but merely eliminates the existing hierarchy and codifies the previously issued standards and pronouncements into specific topic areas.  The Codification was adopted on July 1, 2009 for the Company’s financial statements for the year ended December 31, 2009.

In June 2009, the FASB issued FAS 140/166, “Accounting for Transfers of Financial Assets,” an amendment of FAS 140, which now resides with ASC 860, “Transfers and Servicing.” ASC 860 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASC 860 to have an impact on the Company’s results of operations, financial condition or cash flows.

In May 2009, the FASB issued ASC 855, “Subsequent Events”.  ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  ASC 855, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, was effective for interim or annual periods ending after June 15, 2009.  The Company adopted this standard as of June 30, 2009; however, the adoption of ASC 855 had no impact to the Company’s consolidated financial statements.

In April 2009, the FASB issued an update to ASC 820, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, which provides guidance on determining fair value when there is no active market or where the price inputs being used represent distressed sales.  This update to ASC 820 was effective for interim and annual periods ending after June 15, 2009 and was adopted by the Company in the second quarter of 2009.  The adoption did not have a material impact on the Company’s consolidated financial statements.

NOTE B – GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  As of December 31, 2010, the Company has incurred net operating losses of $3,419 for the year then ended. The Company has a working capital deficit of $29,294. Management expected to seek potential investors and other business opportunities from all known sources.

F-9

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INTERNATIONAL INDUSTRIAL ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Period since Re-entering the Development Stage on

February 2, 2005 to December 31, 2010

NOTE C – EARNING PER COMMON SHARE

Net loss per share is calculated in accordance with ASC 260, previously known as SFAS No. 128, “Earnings Per Share.” There are no potentially dilutive securities or derivative instruments outstanding as of December 31, 2010 and 2009.

NOTE D – RELATED PARTY LOAN

The Company has an unsecured non-interest bearing related party loan in the amount of $29,373 and $26,000 at December 31, 2010 and December 31, 2009 respectively. This advance is from a related party, 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 E – INCOME TAXES

No provisions for income taxes have been recorded since the Company has incurred losses since inception.

Based on management‘s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of net operating loss carry forwards as of December 31, 2010 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2010. The Company will continue to review this valuation allowance and make adjustments as appropriate.  

Current United States tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.

NOTE F – SUBSEQUENT EVENT

Management has reviewed material subsequent events in accordance with FASB ASC 855 "Subsequent Events". No additional disclosures required.

F-10