                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         For the quarterly period ended

                                 MARCH 31, 2009

                                       OR

    [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                          Commission File No. 000-53302

                       INTERNATIONAL ENERGY HOLDINGS CORP.
             (Exact name of Registrant as specified in its charter)

                  Nevada                                    26-1374664
     (State or other jurisdiction of             (I.R.S. Employer Identification
     incorporation or organization)                          Number)

         9120 Rockrose Dr., Tampa, FL                         33647
 (Address of principal executive offices)               (Zip/Postal Code)

                                 (813) 293-3534
                               (TELEPHONE NUMBER)

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.

                               [X] YES     [_] NO

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                               [X] YES     [_] 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. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

[_]  Large accelerated filer
[_]  Accelerated filer
[_]  Non-accelerated filer (Do not check if a smaller reporting company)
[X]  Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                               [X] YES     [_] NO

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date. There were 50,000,000 common stock
shares as of March 31, 2009.


                                       1


Note Regarding FORWARD-LOOKING STATEMENTS

In addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to; those discussed in Part Item 2 of
this Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION and Part II Item 1a Risk Factors." Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof and are in all cases subject to
the Company's ability to cure its current liquidity problems. There is no
assurance that the Company will be able to generate sufficient revenues from its
current business activities to meet day-to-day operation liabilities or to
pursue the business objectives discussed herein.

The forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.
International Energy Holdings Corp. undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. In addition, readers should carefully review the factors
described in other documents the Company files from time to time with the
Securities and Exchange Commission.


                                       2


                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                                 3
   ITEM 1. FINANCIAL STATEMENTS                                                3
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS                                           4
   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         10
   ITEM 4. CONTROLS AND PROCEDURES                                            12
   INTRODUCTION                                                                4
PART II - OTHER INFORMATION                                                   13
   ITEM 1. LEGAL PROCEEDINGS                                                  13
   ITEM 1A. RISK FACTORS                                                      13
   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS        19
   ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                    19
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                19
   ITEM 5. OTHER INFORMATION                                                  19
   ITEM 6. EXHIBITS                                                           19


                                       3



                      INTERNATIONAL ENERGY HOLDINGS CORP.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
================================================================================

                                                                                                  AS OF
                                                                                      MARCH 31, 2009  DECEMBER 31, 2008
                                                                                         --------        --------

                                         ASSETS

CURRENT ASSETS:
     Cash                                                                                $    122        $    122
                                                                                         --------        --------
       TOTAL CURRENT ASSETS                                                                   122             122
                                                                                         ========        ========
       TOTAL ASSETS                                                                      $    122        $    122
                                                                                         ========        ========

                          LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
     Note Payable - current                                                              $ 23,150        $ 20,650
     Accounts Payable                                                                    $  8,810        $      -
     Accrued Interest                                                                       1,435           1,113
                                                                                         --------        --------
       TOTAL CURRENT LIABILITIES                                                           33,395          21,763
                                                                                         --------        --------
       TOTAL LIABILITIES                                                                   33,395          21,763
                                                                                         --------        --------
STOCKHOLDERS' DEFICIT
     Preferred stock ($0.00001 par value; 100,000,000 shares authorized; no shares
       issued and outstanding at March 31, 2009 and December 31, 2008)                          -               -
     Common stock ($0.00001 par value; 400,000,000 shares authorized:
       50,000,000 issued and outstanding at March 31, 2009 and December 31, 2008              500             500
     Paid in Capital                                                                        5,000           5,000
     Retained Deficit                                                                     (38,773)        (27,141)
                                                                                         --------        --------
       TOTAL STOCKHOLDERS' DEFICIT                                                        (33,273)        (21,641)
                                                                                         --------        --------
           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $    122        $    122
                                                                                         ========        ========

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                     F - 1


                       INTERNATIONAL ENERGY HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
================================================================================

                                                                                                             CUMULATIVE
                                                                                                                TOTALS
                                                                FOR THE THREE MONTHS ENDED                      SINCE
                                                            MARCH 31, 2009         MARCH 31, 2008             INCEPTION
                                                            -------------           -------------           -------------
REVENUES:
      Income                                                $           -           $           -           $           -
                                                            -------------           -------------           -------------
         Total Revenue                                                  -                       -                       -
                                                            -------------           -------------           -------------

EXPENSES:
      Professional Fees                                            11,311                   4,855                  37,338
                                                            -------------           -------------           -------------
         Total Expenses                                            11,311                   4,855                  37,338
                                                            -------------           -------------           -------------

                  Loss from operations                            (11,311)                 (4,855)                (37,338)

OTHER INCOME/(EXPENSE)
      Interest Expense                                               (321)                      -                  (1,435)
                                                            -------------           -------------           -------------
            Total Other Income/(Expense)                             (321)                      -                  (1,435)
                                                            -------------           -------------           -------------
                  NET LOSS                                  $     (11,632)          $      (4,855)          $     (38,773)
                                                            =============           =============           =============
Basic and fully diluted net loss per common share:          $       (0.00)          $       (0.00)          $       (0.00)
                                                            =============           =============           =============

Weighted average common shares outstanding                     50,000,000              50,000,000              50,000,000
                                                            =============           =============           =============

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                     F - 2


                       INTERNATIONAL ENERGY HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
================================================================================

                                            Common Stock                  Preferred stock           Additional
                                   ------------------------------    ---------------------------      Paid-in            Deficit
                                     Shares             Amount          Shares          Amount        Capital          Accumulated
                                   -----------        -----------    -----------     -----------    -----------        -----------

Balances, December 31, 2007        $50,000,000        $       500    $         -     $         -    $     5,000        $   (19,673)

Net loss                                     -                  -              -               -              -             (7,468)

Issuance of common shares                    -                  -              -               -              -                  -
                                   -----------        -----------    -----------     -----------    -----------        -----------

Balances, December 31, 2008         50,000,000        $       500              -     $         -    $     5,000        $   (27,141)

Net loss                                     -                  -              -               -              -            (11,632)

Capital Contributions                        -                  -              -               -              -                  -
                                   -----------        -----------    -----------     -----------    -----------        -----------

Balances, March 31, 2009            50,000,000        $       500              -     $         -    $     5,000        $   (38,773)
                                   ===========        ===========    ===========     ===========    ===========        ===========

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                     F - 3


                       INTERNATIONAL ENERGY HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
================================================================================

                                                                                                               CUMULATIVE
                                                                                                                TOTALS
                                                                             FOR THE THREE MONTHS ENDED          SINCE
                                                                           MARCH 31, 2009  MARCH 31, 2008      INCEPTION
                                                                              --------         --------         --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                   $(11,632)        $ (4,855)        $(38,773)
   Adjustments to reconcile net (loss) to net cash used in operations:
     Changes in Assets and Liabilities:
       Increase/(decrease) in Accounts Payable                                   8,810          (12,173)           8,810
       Increase/(decrease) in Accrued Expenses                                     322           (2,500)           1,435
                                                                              --------         --------         --------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  (2,500)         (19,528)         (28,528)
                                                                              --------         --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Note Payable                                                              2,500            2,100           23,150
       Capital Contributions                                                         -                -            5,000
       Capital Stock purchase                                                        -                -              500
                                                                              --------         --------         --------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                   2,500            2,100           28,650
                                                                              --------         --------         --------

       NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          -          (17,428)             122

       CASH AND CASH EQUIVALENTS,
           BEGINNING OF THE PERIOD                                                 122           17,500                -
                                                                              --------         --------         --------

           END OF THE PERIOD                                                  $    122         $     72         $    122
                                                                              ========         ========         ========


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                     F - 4


                       INTERNATIONAL ENERGY HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO THE UNAUDITED
                              FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2009
================================================================================

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY - International Energy Holdings Corp. ("The Company") was
organized under the laws of the State of Nevada on November 2, 2007 as a
corporation. The Company's objective is to acquire or merge with a target
business or company in a business combination.

BASIS OF PRESENTATION - The financial statements included herein were prepared
under the accrual basis of accounting.

CASH AND CASH EQUIVALENTS - For purposes of the Statement of Cash Flows, the
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.

MANAGEMENT'S 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 disclosures of contingent assets
and liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The financial statements above reflect all of the costs of
doing business.

REVENUE RECOGNITION - The Company's policy is to recognize income when it is
earned.

COMPREHENSIVE INCOME (LOSS) - The Company adopted Financial Accounting Standards
Board Statement of Financial Accounting Standards (SFAS) No. 130, "REPORTING
COMPREHENSIVE INCOME", which establishes standards for the reporting and display
of comprehensive income and its components in the financial statements. There
were no items of comprehensive income (loss) applicable to the Company during
the period covered in the financial statements.

NET INCOME PER COMMON SHARE - Statement of Financial Accounting Standard (SFAS)
No. 128 requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations.
Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. If applicable, diluted earnings per share would assume
the conversion, exercise or issuance of all potential common stock instruments
such as options, warrants and convertible securities, unless the effect is to
reduce a loss or increase earnings per share. Accordingly, this presentation has
been adopted for the period presented. There were no adjustments required to net
income for the period presented in the computation of diluted earnings per
share.

DEFERRED TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), "ACCOUNTING FOR INCOME TAXES." A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of enactment.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts reported in the
balance sheet for cash, accounts receivable and payable approximate fair value
based on the short-term maturity of these instruments.

ACCOUNTS RECEIVABLE - Accounts deemed uncollectible are written off in the year
they become uncollectible. As of March 31, 2009 the balance in Accounts
Receivable was $0.


                                     F - 5


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

IMPAIRMENT OF LONG-LIVED ASSETS - The Company evaluates the recoverability of its
fixed assets and other assets in accordance with Statement of Financial
Accounting Standards No. 144, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF
LONG-LIVED ASSETS" ("SFAS 144'). SFAS 144 requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds its
expected cash flows, it is considered to be impaired and is written down to fair
value, which is determined based on either discounted future cash flows or
appraised values. The Company adopted the statement on inception. No impairments
of these types of assets were recognized during the period ended March 31, 2009.

STOCK-BASED COMPENSATION - The Company accounts for stock-based compensation
using the fair value method of Financial Accounting Standard No. 123R. This
Statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award - the requisite service period (usually the vesting
period). No compensation cost is recognized for equity instruments for which
employees do not render the requisite service.

RECENT ACCOUNTING PRONOUNCEMENTS - In March 2008, the FASB issued Statement of
Financial Accounting Standards No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133".
This statement requires enhanced disclosures about an entity's derivative and
hedging activities and thereby improves the transparency of financial reporting.
This Statement changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The adoption of
this standard is not expected to have a material effect on the Company's results
of operations or financial position.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles." The adoption of this statement is not expected to have a material
effect on the Company's financial statements.


                                     F - 6


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

RECENT ACCOUNTING PRONOUNCEMENTS (CONT.)

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - An interpretation of FASB Statement No. 60." SFAS No. 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also clarifies how Statement No. 60
applies to financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and claim liabilities,
and requires expanded disclosures about financial guarantee insurance contracts.
It is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprise's
risk-management activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.

NOTE B - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the Period ended March 31,
2009 is summarized as follows:

Cash paid during the period ended March 31, 2009 for interest and income taxes:

         Income Taxes                       $    -
         Interest                           $    -

NOTE C - SEGMENT REPORTING

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION." This statement requires companies to report
information about operating segments in interim and annual financial statements.
It also requires segment disclosures about products and services, geographic
areas and major customers. The Company determined that it did not have any
separately reportable operating segments as of March 31, 2009.

NOTE D - INCOME TAXES

Due to the operating loss and the inability to recognize an income tax benefit,
there is no provision for current or deferred federal or state income taxes as
of December 31, 2008.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amount used for federal and state income tax purposes.


                                     F - 7


NOTE D - INCOME TAXES (CONT.)

The Company's total deferred tax asset, calculated using federal and state
effective tax rates, as of December 31, 2008 is as follows:

          Total Deferred Tax Asset           $        (9,200)
          Valuation Allowance                          9,200
                                             ---------------
          Net Deferred Tax Asset             $             -
                                             ===============

The reconciliation of income taxes computed at the federal statutory income tax
rate to total income taxes for the period from inception through December 31,
2008 is as follows:

          Income tax computed at the federal statutory rate               34.0%
          State income tax, net of federal tax benefit                     0.0%
                                                                     ---------
                Total                                                     34.0%
          Valuation allowance                                            (34.0)%
                                                                     ---------
          Total deferred tax asset                                         0.0%
                                                                     =========

Because of the Company's lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased
(decreased) by approximately $7,468 during the four months ended December 31,
2008 and $19,673 for the period from inception (November 2, 2007) through
December 31, 2007.

As of December 31, 2008, the Company had a federal and state net operating loss
carry forward in the amount of approximately $27,141 which expires in the year
2028.

NOTE E - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which assumes the Company will realize its assets and discharge its
liabilities in the normal course of business. As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $38,773, used cash from operations of $5,378 since its
inception, and has a negative working capital of $33,273 at March 31, 2009.

The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. The Company's ability to continue as a
going concern is also dependent on its ability to find a suitable target company
and enter into a possible reverse merger with such company. Management's plan
includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances; however there is no assurance of
additional funding being available. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might arise as a result
of this uncertainty.

                                     F - 8


NOTE F - COMMITMENTS

As of March 31, 2009, the Company had no commitments.

NOTE G - CAPITAL STOCK

The Company is authorized to issue 400,000,000 common shares at $.00001 par
value per share.

During the period from inception (November 2, 2007) through March 31, 2009, the
Company issued 50,000,000 to the following:

         International Capital Partners, LLC 50,000,000

The Company is authorized to issue 100,000,000 preferred shares at $.00001 par
value per share. During the period from inception (November 2, 2007) through
March 31, 2009, the Company issued no preferred shares.

NOTE H - DEVELOPMENT STAGE COMPANY

The Company is in the development stage as of March 31, 2009 and to date has had
no significant operations. Recovery of the Company's assets is dependent on
future events, the outcome of which is indeterminable. In addition, successful
completion of the Company's development program and its transition, ultimately,
to attaining profitable operations is dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of sales
adequate to support the Company's cost structure.

NOTE I - NOTE PAYABLE

The Note Payable outstanding is listed as follows:

Note payable, 7% interest, due on demand                $     23,150

                                     F - 9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with the Financial
Statements and related notes thereto included elsewhere in this report.

INTRODUCTION

The following Management Discussion and Analysis of Financial Condition and
Results of Operations was prepared by management and discusses material changes
in the financial condition and results of operations and cash flows for 1st
quarter ended March 31, 2009 and 2008 for International Energy Holdings Corp..
Such discussion and comments on the liquidity and capital resources should be
read in conjunction with the information contained in the accompanying unaudited
consolidated financial statements prepared in accordance with U.S. GAAP.

The discussion and comments contained hereunder include both historical
information and forward-looking information. The forward-looking information,
which generally is information stated to be anticipated, expected, or projected
by management, involves known and unknown risks, uncertainties and other factors
that may cause the actual results and performance to be materially different
from any future results and performance expressed or implied by such
forward-looking information. Potential risks and uncertainties include risks and
uncertainties set forth under the heading "Risk Factors" and elsewhere in this
Form 10-Q.

CORPORATE OVERVIEW

(a) Business Development

International Energy Holdings Corp. (the "Company", "We, "Our" or the
"Registrant") was incorporated in the State of Nevada on November 2, 2007 Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing. The Company was formed as a vehicle to pursue a business
combination and has made efforts to identify a possible business combination. As
a result, the Company has conducted negotiations and entered into a letter of
intent with OSR Solutions, Inc.

Forward Looking Statements

Certain matters discussed herein may constitute forward-looking statements and
as such may involve risks and uncertainties. In this report, the words
"anticipates," "believes," "expects," "intends," "future" and similar
expressions identify certain forward-looking statements. These forward-looking
statements relate to, among other things, expectations of the business
environment in which we operate, projections of future performance, perceived
opportunities in the market and statements regarding our mission and vision. Our
actual results, performance, or achievements may differ significantly from the
results, performance, or achievements expressed or implied in such
forward-looking statements. For discussion of the factors that might cause such
a difference, see "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation" We undertake no obligation to update or
revise such forward-looking statements.

(b) Business of Issuer

The Company, based on proposed business activities, is a "blank check" company.
The Securities and Exchange Commission ("SEC") defines such a company as "a
development stage company that has no specific business plan or purpose, or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person and is issuing
`penny stock,' as defined in Rule 3a-51-1 under the Securities Exchange Act of
1934 ("Exchange Act"). Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as it
is subject to those requirements.


                                       4


The Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent that desires to
employ our funds in its business. The Company's principal business objective for
the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.

The analysis of new business opportunities has and will be undertaken by or
under the supervision of the officers and directors of the Registrant. The
Registrant has considered potential acquisition transactions with several
companies, but as of this date has not entered into any definitive agreement
with any party. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Registrant will consider the
following kinds of factors:

     (a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;

     (b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;

     (c) Strength and diversity of management, either in place or scheduled for
recruitment;

     (d) Capital requirements and anticipated availability of required funds, to
be provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;

     (e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;

     (f) The extent to which the business opportunity can be advanced;


                                       5


     (g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and

     (h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

On March 2, 2009 Aruna Raj Ajjarapu resigned as President of the Corporation.
James McAlinden was elected to the Board of Directors. J. Ram Ajjarapu was
appointed President and Chief Financial Officer and will continue as Chief
Executive Officer. James McAlinden was appointed Secretary of International
Energy Holdings Corp.

J. RAM AJJARAPU. has been a board member and Chief Executive Officer since
November 2, 2007 (date of Inception) . Mr. Ajjarapu has been President and Chief
Executive Officer of NexGen Biofuels, Inc. since August 2006and Nexgen Biofuels,
Ltd. Since December 31, 2007. Prior to joining NexGen Bio, Mr. Ajjarapu served
as President and a director of American Ethanol until he left the company in
July 2006. In 2004, he co-founded Wahoo Ethanol, LLC and Sutton Ethanol, LLC and
served as Managing Member until both were sold to American Ethanol in January
2006. While at Wahoo and Sutton, Mr.Ajjarapu negotiated EPC (Engineering
Procurement and Construction) agreements, as well as procurement and off-take
agreements. Mr. Ajjarapu was also instrumental in obtaining Tax Increment
Financing (TIF) of $10 million for each company, as well as sales tax refunds
and community grants. In 1995, he co-founded and served as President and
Director for 10-years of Global Information Technology, Inc, an IT outsourcing
and system design company. He co-founded and also served as Managing Director
for an Indian outsourcing company from 1997 to 2004. He received a Bachelors
degree in Electronics and Communication Engineering from The Institute of
Engineer (India) and a Masters in Business Administration from University of
South Florida.

James McAlinden, Director and Secretary, 30 years of entrepreneurial history
with a proven start-up and turn-around record developing and implementing growth
and cost-reducing financial and operational controls that improve profitability,
leverage asset portfolio to maximum impact and position firms to confer
marketplace competitive advantage. Jim utilized his strategic planning skills
with operational-management abilities reflected in several turn around and
growth successes. He has been involved with and spearheaded several M & A's
utilizing his knowledge of SEC regulations and SOX.

FORM OF ACQUISITION

The manner in which the Registrant participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.


                                       6


It is likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon the issuance to the stockholders of the acquired company of at
least 80 percent of the common stock of the combined entities immediately
following the reorganization. If a transaction were structured to take advantage
of these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares. Under other circumstances, depending
upon the relative negotiating strength of the parties, prior stockholders may
retain substantially less than 20% of the total issued and outstanding shares.
This could result in substantial additional dilution to the equity of those who
were stockholders of the Registrant prior to such reorganization.

The present stockholders of the Registrant will likely not have control of a
majority of the voting shares of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and new directors may be appointed without any
vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and may also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments, will require substantial management time and
attention and substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the Registrant of the related costs incurred.

We presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate they will
devote only several hours per week to our business until the acquisition of a
successful business opportunity has been consummated. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.

(c) Reports to security holders.

     (1) The Company is not required to deliver an annual report to security
holders and at this time does not anticipate the distribution of such a report.

     (2) The Company will file reports with the SEC. The Company will be a
reporting company and will comply with the requirements of the Securities
Exchange Act of 1934, as amended.

     (3) The public may read and copy any materials the Company files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, which can be found at http://www.sec.gov.


                                       7


RECENT DEVELOPMENTS

APRIL 9, 2009 International Energy Holdings Corp. entered into a non binding
Letter of Intent to acquire OSR Solutions, Inc. International Energy Holding
Corp is required to form a subsidiary by the name of OSR Acquisition Corp. OSR
Acquisition Corp shall acquire shares from OSR Solutions, Inc. representing 100%
of the ownership of OSR provided that certain contracts and liabilities of OSR
shall be terminated, settled or assumed by OSR prior to the closing. The Letter
of Intent is exhibit 1. of this report.

OSR SOLUTIONS INC.

A Contract Research Organization, also called a Clinical Research Organization,
(CRO) is a service organization that provides support to the
pharmaceutical/biotech industry. CROs offer clients a wide range of "outsourced"
pharmaceutical research services to aid in the drug and medical device research
& development process. In the Code of Federal Regulations (CFR), the U.S. Food
and Drug Administration regulations state that a CRO is "a person [i.e., a legal
person, which may be a corporation] that assumes, as an independent contractor
with the sponsor, one or more of the obligations of a sponsor, e.g., design of a
protocol, selection or monitoring of investigations, evaluation of reports, and
preparation of materials to be submitted to the Food and Drug Administration."

Services offered by CROs include: product development, formulation and
manufacturing; clinical trial management (preclinical through phase IV);
clinical, medical and safety monitoring; preclinical, toxicology, and clinical
laboratory services for processing trial samples; data management, biostatistics
and medical writing services for preparation of FDA New Drug Applications (NDA),
Abbreviated New Drug Application (ANDA), or Biologics License Application (BLA);
regulatory affairs support; and many other complementary services. CROs range
from large, international full service organizations to small, niche specialty
groups and can offer their clients the experience of moving a new drug or device
from its conception to FDA marketing approval without the drug sponsor having to
maintain a staff for these services.

APRIL 17, 2009 International Energy Holdings Corp entered into a non binding
letter of Intent with MezzCap Partners for the purpose of securing $3.5 Million
of financing to fund the acquisition of OSR Solutions, Inc. The Letter of Intent
is exhibit 2. of this report.

MEZZCAP PARTNERS, LLC

Based in Los Angeles, MezzCap Partners provides mezzanine capital to middle
market companies seeking $3 million to $10 million of capital. Our investments
typically come in the form of subordinated debt with warrants, but we have the
ability to combine an equity investment with our debt investment. Our investment
approach is flexible and tailored to meet the needs of the company and the
requirements of the transaction.

We provide capital for management buyouts, recapitalizations, acquisitions and
growth financings. Our level of involvement ranges from passive board
observation, to providing board member services by participating in growth
capital investment decisions, charting strategic growth business plans and
developing key relationships. We understand the challenges and demands of
building a business because we possess substantial operating experience in small
to medium sized businesses and have played significant roles in creating equity
value for stakeholders. We consider ourselves value-added financial partners and
can provide strategic planning assistance, follow-on capital and introductions
to our network of senior lenders and investment bankers.


                                       8


APRIL 17, 2009 International Energy Holdings Corp converted its corporate
jurisdiction from the State of Nevada to the State of Delaware.

APRIL 17, 2009 International Energy Holdings Corp changed its name from
International Energy Holdings Corp to International CRO Holdings Corp.

FINANCIAL CONDITION

RESULTS OF OPERATIONS

EXPENSES: Professional fees for the 1st quarter ended March 31, 2009 were
$11,311 as compared to $4,855 for the 1st quarter ended March 31, 2008,
resulting in an increase of $6,456.

INTEREST EXPENSE: Interest expense for the 1st quarter ended March 31, 2009 was
$321 as compared to $0 for the 1st quarter ended March 31, 2008 - an increase of
$321.

NET INCOME/(LOSS) FROM OPERATIONS: Net loss for the 1st quarter ended March 31,
2009 was $11,632 as compared to a net loss of $4,855 for the 1st quarter ended
March 31, 2008 - an increase of $6,777. The increase is primarily due to the fact
that professional fees and interest expense were up for the 1st quarter ended
March 31, 2009 as compared to the same quarter for 2008.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY: At March 31, 2009, International Energy Holdings Corp. had cash and
cash equivalents of $122 compared with $122 at December 31, 2008, resulting in a
change $0.

During the three months March 31, 2009, cash used in operating activities was
$2,500, consisting primarily of the net loss for the three months ended March
31, 2009 of $11,632 offset by an increase in Accounts payable and accrued
expenses.


                                       9


Financing activities for the three months ended March 31, 2009 source of cash in
the amount of $2,500, consisting of an increase in notes payable.

Our long-term working capital and capital requirements will depend upon numerous
factors, including our efforts to effect a business combination.

OFF-BALANCE SHEET ARRANGEMENTS: The Company does not have any off-balance sheet
arrangements with any party.

CRITICAL ACCOUNTING ESTIMATES: There have been no material changes in our
critical accounting policies or critical accounting estimates since 2007 nor
have we adopted an accounting policy that has or will have a material impact on
our consolidated financial statements.

OUTSTANDING SHARE DATA

The outstanding share data as of March 31, 2009 and 2008 is as follows:

                                     NUMBER OF SHARES
                                       OUTSTANDING
                          ----------------------------------------
                                 2009                  2008
                          ------------------    ------------------

Common Shares                     50,000,000            50,000,000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The analysis of new business opportunities has and will be undertaken by or
under the supervision of the officers and directors of the Registrant. The
Registrant has considered potential acquisition transactions with several
companies, but as of this date has not entered into any definitive agreement
with any party. The Registrant has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Registrant will consider the
following kinds of factors:

     (a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;

     (b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;

     (c) Strength and diversity of management, either in place or scheduled for
recruitment;


                                       10


     (d) Capital requirements and anticipated availability of required funds, to
be provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;

     (e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;

     (f) The extent to which the business opportunity can be advanced;


                                       11


     (g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and

     (h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed pursuant
to the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules, regulations and related forms, and that such
information is accumulated and communicated to our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.

Within the 90 days prior to the filing date of this quarterly report, the
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures. Based upon that evaluation,
management concluded that the Company's disclosure controls and procedures were
effective in alerting it in a timely manner to information relating to the
Company required to be disclosed in this report.

The Company's management, which is comprised of Ram Ajjarapu and Aruna Raj
Ajjarapu and James McAlinden have carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15(c) and 5d-15(c). Based upon that evaluation, our
officers identified a significant deficiency (as defined by standards
established by the Public Company Accounting Oversight Board). A significant
deficiency is a control deficiency where there is more than a remote likelihood
that a misstatement of the Company's annual or interim financial statements that
is more than inconsequential will not be prevented or detected. The significant
deficiency related to the Company having a three employees, Ram Ajjarapu, who is
the Principal Executive Officer and Principal Financial Officer has decided that
the risks associated with the dependence upon Mr. Ajjarapu, Mrs Ajjarapu and
James McAlinden compared to the potential benefits of adding new employees does
not justify the expenses that would need to be incurred to remedy this situation
especially since the Company currently has no operations. Management will
periodically re-evaluate this situation. If the situation changes and/or
sufficient capital is obtained, it is the Company's intention to increase
staffing to mitigate the current dependence upon Mr. Ajjarapu, Mrs. Ajjarapu and
Mr. McAlinden.


                                       12


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

Item 1A. Risk Factors

RISK FACTORS

OUR BUSINESS ENTAILS A SIGNIFICANT DEGREE OF RISK AND UNCERTAINTY, AND AN
INVESTMENT IN OUR SECURITIES SHOULD BE CONSIDERED HIGHLY SPECULATIVE. WHAT
FOLLOWS IS A GENERAL DESCRIPTION OF THE MATERIAL RISKS AND UNCERTAINTIES, WHICH
MAY ADVERSELY AFFECT OUR BUSINESS, OUR FINANCIAL CONDITION, INCLUDING LIQUIDITY
AND PROFITABILITY, AND OUR RESULTS OF OPERATIONS, ULTIMATELY AFFECTING THE VALUE
OF AN INVESTMENT IN SHARES OF OUR COMMON STOCK. IN ADDITION TO OTHER INFORMATION
CONTAINED IN THIS FORM 10-Q, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING
CAUTIONARY STATEMENTS AND RISK FACTORS:

GENERAL BUSINESS RISKS

An investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.

There may be conflicts of interest between our management and our non-management
stockholders.

Conflicts of interest create the risk that management may have an incentive to
act adversely to the interests of other investors. A conflict of interest may
arise between our management's personal pecuniary interest and its fiduciary
duty to our stockholders. Further, our management's own pecuniary interest may
at some point compromise its fiduciary duty to our stockholders.

Our business is difficult to evaluate because we have no operating history.

The Company has no recent operating history nor any revenues or earnings from
operations since inception. We have no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.


                                       13


There is competition for those private companies suitable for a merger
transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

Future success is highly dependent on the ability of management to locate and
attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent
risk of loss of your investment. The success of our plan of operation will
depend to a great extent on the operations, financial condition and management
of the identified business opportunity. While management intends to seek
business combination(s) with entities having established operating histories, we
cannot assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.

No assurances can be given that we will successfully identify and evaluate
suitable business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.

Management intends to devote only a limited amount of time to seeking a target
company which may adversely impact our ability to identify a suitable
acquisition candidate.

While seeking a business combination, management anticipates devoting no more
than a few hours per week to the Company's affairs in total. Our officers have
not entered into a written employment agreement with us and is not expected to
do so in the foreseeable future. This limited commitment may adversely impact
our ability to identify and consummate a successful business combination.

The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay
or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.


                                       14


The Company may be subject to further government regulation which would
adversely affect our operations.

Although we will be subject to the reporting requirements under the Exchange
Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive
investment interests in a number of entities, we could be subject to regulation
under the Investment Company Act. If so, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the SEC as to
our status under the Investment Company Act and, consequently, violation of the
Act could subject us to material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to
additional risks.



                                       15


If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.

There is currently no trading market for our common stock.

Outstanding shares of our common stock cannot be offered, sold, pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.

Our business will have no revenues unless and until we merge with or acquire an
operating business.

We are a development stage company and have had no revenues from operations. We
may not realize any revenues unless and until we successfully merge with or
acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.

Our certificate of incorporation authorizes the issuance of a maximum of
400,000,000 shares of common stock and a maximum of 100,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution of, and an additional reduction in, the percentage of our
common stock held by our then existing stockholders. Moreover, the common stock
issued in any such merger or acquisition transaction may be valued on an
arbitrary or non-arm's-length basis by our management, which may not represent
fair value. Our Board of Directors has the power to issue any or all of such
authorized but unissued shares without stockholder approval. To the extent that
additional shares of common stock or preferred stock are issued in connection
with a business combination or otherwise, dilution to the interests of our
stockholders will occur and the rights of the holders of common stock might be
materially adversely affected.

The Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.

The Company has neither conducted nor have others made available to us results
of market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.


                                       16


Because we may seek to complete a business combination through a "reverse
merger," following such a transaction we may not be able to attract the
attention of major brokerage firms.

Additional risks may exist since we will assist a privately held business to
become public through a "reverse merger." Securities analysts of major brokerage
firms may not provide coverage of our Company since there is no incentive to
brokerage firms to recommend the purchase of our common stock. No assurance can
be given that brokerage firms will want to conduct any secondary offerings on
behalf of our post-merger company in the future.

We cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.

Following a business combination, we may seek the listing of our common stock on
NASDAQ or the American Stock Exchange. However, we cannot assure you that
following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange. After completing a business combination, until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common
stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the "pink sheets," where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity. This would also make it more difficult for us to raise additional
capital following a business combination.


                                       17


There is no public market for our common stock, nor have we ever paid dividends
on our common stock.

There is no public trading market for our common stock and none is expected to
develop in the foreseeable future unless and until the Company completes a
business combination with an operating business and such business files a
registration statement under the Securities Act of 1933, as amended.
Additionally, we have never paid dividends on our Common Stock and do not
presently intend to pay any dividends in the foreseeable future. We anticipate
that any funds available for payment of dividends will be re-invested into the
Company to further its business strategy.

Authorization of Preferred Stock.

     Our Certificate of Incorporation authorizes the issuance of up to
100,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the
common stock. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance
that the Company will not do so in the future.

Control by Majority Shareholder.

     Our Majority Shareholder currently owns 96.0% of all the issued and
outstanding capital stock of the Company. Consequently, the Majority Shareholder
controls the Company and will have the ability to control substantially all
matters submitted to stockholders for approval, including:

     o    Election of the board of directors;

     o    Removal of any directors;

     o    Amendment of the Company's certificate of incorporation or bylaws; and

     o    Adoption of measures that could delay or prevent a change in control
          or impede a merger, takeover or other business combination.

This stockholder will thus have substantial influence over our management and
affairs and other stockholders of the Company possess no practical ability to
remove management or effect the operations of the business of the Company.
Accordingly, this concentration of ownership by itself may have the effect of
impeding a merger, consolidation, takeover or other business consolidation, or
discouraging a potential acquirer from making a tender offer for the common
stock.

This registration statement contains forward-looking statements and information
relating to us, our industry and to other businesses.


                                       18


These forward-looking statements are based on the beliefs of our management, as
well as assumptions made by and information currently available to our
management. When used in this prospectus, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect" and similar expressions are intended
to identify forward-looking statements. These statements reflect our current
views with respect to future events and are subject to risks and uncertainties
that may cause our actual results to differ materially from those contemplated
in our forward-looking statements. We caution you not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
prospectus. We do not undertake any obligation to publicly release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of this prospectus or to reflect the occurrence of unanticipated events.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None to report

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable

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

Not Applicable

ITEM 5. OTHER INFORMATION.

Not Applicable

ITEM 6. EXHIBITS

THE EXHIBITS TO THIS FORM ARE LISTED IN THE ATTACHED EXHIBIT INDEX.

SIGNATURES

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

                                             International Energy Holdings Corp.
                                             (Registrant)

Date: May 14, 2009                           /s/ J.Ram Ajjarapu
                                             ------------------
                                             J. Ram Ajjarapu
                                             Chairman of the Board and
                                             Chief Executive Officer
                                             (Principal Executive Officer)


                                       19


                                INDEX TO EXHIBITS

EXHIBIT NO.    DESCRIPTION

31.1           Rule 13a-14(a)/15d-14(a) Certification of J. Ram Ajjarapu,
               Chairman and Chief Executive Officer*

32             Certification of Principal Executive Officer furnished pursuant
               to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.*

* filed herein


                                       20

International Energy Holdings Corp. 10-Q