ENERGY HOLDINGS INTERNATIONAL, INC. - FORM 10-K

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - ENERGY HOLDINGS INTERNATIONAL, INC.	energy10k63010x312_101210.htm
EX-32.1 - EXHIBIT 32.1 - ENERGY HOLDINGS INTERNATIONAL, INC.	energy10k63010x321_101210.htm
EX-31.1 - EXHIBIT 31.1 - ENERGY HOLDINGS INTERNATIONAL, INC.	energy10k63010x311_101210.htm
EX-32.2 - EXHIBIT 32.2 - ENERGY HOLDINGS INTERNATIONAL, INC.	energy10k63010x322_101210.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended June 30, 2010

Commission File No. 000-52631

ENERGY HOLDINGS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

NEVADA	26-4574476
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification Number)

12012 Wickchester Lane, Suite 130

Houston, Texas 77079

(Address of principal executive offices)(zip code)

(561) 400-1050

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Title of Each Class		Name of Each Exchange on Which Registered
NONE		NONE

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No

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 o

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 ('232.405 of this chapter) during thaw preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein 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

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: $531,109.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 29,662,109 shares as of October 12, 2010.

DOCUMENTS INCORPORATED BY REFERENCE - None

Table of Contents


		Page

PART I		3

Item 1. Description of Business		3
Item 1A. Risk Factors		7
Item 1B. Unresolved Staff Comments		11
Item 2. Properties		11
Item 3. Legal Proceedings		11
Item 4. RESERVED		11

PART II		11

Item 5. Market Price For Registrant’s Common Equity And Related Stockholder Matters		11
Item 6. Selected Financial Data		12
Item 7. Management’s Discussions and Analysis of Financial Condition and Results of Operations		12
Item 7A. Quantitative and Qualitative Disclosure About Market Risk		17
Item 8. Financial Statements and Supplementary Data		17
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		32
Item 9A. Controls and Procedures		32
Item 9B. Other Information		34

PART III		34

Item 10. Directors, Executive Officers and Corporate Governance		34
Item 11. Executive Compensation		37
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		38
Item 13. Certain Relationships and Related Transactions, and Director Independence		39
Item 14. Principal Accounting Fees and Services		39
Item 15. Exhibits and Financial Statement Schedules		40

Signatures		41

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PART I

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Statements made in this Annual Report are “forward-looking statements” and are not historical facts. For example, statements regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future demand for our services and products, supply, costs, marketing and pricing factors are all forward-looking statements. When we use words like “intend,” “would”, “anticipate,” “believe,” “estimate,” “plan” or “expect” or the negative of these terms and similar expressions we are making forward- looking statements. You should be aware that these forward-looking statements are subject to risks and uncertainties. Additionally, our forward-looking statements speak only as of the date of this report. Other than as required by law, we undertake no obligation to update or revise these statements, whether because of new information, future events or otherwise. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements include, among other things:

·	Our ability to successfully implement our business plans, including expanding our markets, developing oil & gas and power generation assets, , as well as alternative energy ventures, both domestically and in targeted areas in the Middle East and other international locations;
·	Continuing and cultivating our relationships with current and new joint ventures;
·	Funding our growth in a manner that is beneficial to our stockholders;
·	Trends affecting our financial condition or results of operations, the impact of competition, the start-up of certain operations, and services and acquisition opportunities;
·	Depending on third party suppliers outside the United States;
·	Trade and political relations with countries where we expect to do business; and
·	Other risks referenced from time to time in our SEC filings.

ITEM 1. DESCRIPTION OF BUSINESS

Executive Summary

Energy Holdings International, Inc. (“EHII”) is focused on acquiring, developing and managing energy assets across in the Middle East, Asia and the Americas. The Company is led by a group of executive officers and directors with extensive experience in sourcing, acquiring and managing assets across the globe. EHII is dedicated to finding new, long-term energy solutions that are safe, economically viable and environmentally friendly to enhance the future of countries and economies worldwide. It is responding to international, political, environmental and free market demands for investments in the Independent Power Project (IPP) market with safer, cleaner and more technologically advanced energy sources. The Company is dedicated to the task of providing the best management and advisory services available in the complex arena of international business and project development in oil and gas production and power generation. EHII’s management has been in active discussions with several potential companies, either to acquire, manage, or joint venture with these entities.

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As is discussed in Note 4 to the financial statements, on March 31, 2010, we signed a Share Exchange Agreement (“the SEA”) with Advance Energy DMCC, a free-zone Dubai Multi Commodities Centre Company organized under the laws of Dubai, United Arab Emirates (“Advance”) and with the Advance shareholders to acquire 100 percent of the issued and outstanding shares of Advance in exchange for 100,000 shares of our common stock, rendering Advance a wholly-owned subsidiary of the Company. We subsequently changed the name of Advance Energy to EHII MENA (Middle East and North Africa).

Background

The Company’s predecessor, Green Energy Corp. was originally organized as a Colorado corporation, referred to in this document as “Old Green Energy”, commenced operations in 2003 as a marketer of a specific gasification technology for commercial applications to produce fuels and chemicals. On November 20, 2003, Old Green Energy filed a Limited Registration Offering Statement under cover of Form RL pursuant to the Colorado Securities Code relating to a proposed offering of up to 1.8 million shares of common stock, which was declared effective by the Colorado Division of Securities on January 21, 2004. The offering, which closed on June 29, 2004, raised $263,850 and sold a total of 527,700 shares in the offering. In December 2006, Old Green Energy reincorporated as a Nevada corporation and changed its name to Green Energy Holding Corp.

On December 28, 2008, GEHC entered into a stock purchase agreement to issue 14,370,300 shares to accredited investors for $175,000, giving those outside investors approximately 96.5% controlling interest in the Company. An additional $325,000 was used for legal and accounting fees and expenses, as well as administrative fees and costs. The aggregate cost of the change in control totaled $500,000.

Following the sale of 96.5% of the Company’s capital stock at the end of calendar 2008, the Company decided to modify its focus, concentrating on acquiring, developing and managing cash producing oil and gas properties in the Middle East, Asia and the Americas, particularly in the middle region of the United States. It aspires to find new, long-term energy solutions that are safe, economically viable and environmentally friendly to enhance the future of countries and economies worldwide. It is responding to international, political, environmental and free market demands for investments in the Independent Power Project (IPP) market with safer, cleaner and more technologically advanced energy sources. The Company is dedicated to the task of providing the best management and advisory services available in the complex arena of international business and project development in oil and gas production and power generation.

On March 10, 2009, the Company amended the Articles of Incorporation to change its name from Green Energy Holding Corp. to Energy Holdings International, Inc.

EHII’S Business Strategy and Objectives

Oil & Gas Exploration

EHII’s acquisition and management strategy is focused on accumulating a portfolio of high cash generation producing assets across the oil and gas exploration and power generation sectors. Management has developed a pipeline of assets and secured preliminary terms for bank financing of potential acquisitions.

The Company believes that the global economic slowdown has created a unique opportunity to acquire and develop assets in the chosen sectors. Oil and gas prices recent depression has put many assets in distressed status due to the high leverage acquired in recent years. The distressed pricing on many assets and the long-term global demand for fossil fuels has presented EHII with what it expects is an opportunity to acquire several producing assets in the Midwestern United States and Canada. Its objective is to acquire cash flow positive properties with large unproven or undeveloped deposits. To date, EHII has not entered into any definitive agreements with such assets and cannot assure anyone that it will be able to or if it does, it will be on terms advantageous to the Company.

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Power generation demand will be driven by the growth in demand from emerging markets, redevelopment of aged assets in the developed world and finally incremental demand. EHII will develop projects and acquire existing assets across the Middle East and Africa regions. The Company’s investment criteria for such projects and assets include long-term contracts, economic soundness of economy and local demand.

The Company’s specific strategies for value enhancement in the Power Generation sector are tailored to local requirements, but the company seeks to achieve the following:

·	Optimize the operations of acquired power plants, which includes maintaining our assets to high standards of safety and operating performance, managing our assets on a portfolio basis, particularly with regard to contingency and strategic spare parts planning so as to minimize the loss of generation during planned and forced outages, and closely co-coordinating our plant operation with trading activity to maximize the value of uncontracted output; and standardizing management reporting for all investments;
·	Leverage operational assets to enhance earnings in several ways, including financing at a variety of corporate, project and intermediate corporate levels, capturing operational, trading, and administrative economies of scale in asset aggregation; capitalizing on market knowledge derived through asset ownership, and leveraging off the skills, expertise and ideas of the management team;
·	Grow trade assets to maximize value over time, and to seek to maximize the value of investments through dispositions if this generates a higher return, or if the management team determines, a comparable return can be obtained with lower risk elsewhere; and
·	Seek effective routes to market in those geographical areas where it is appropriate.

Power generation demand will be driven by the growth in demand from emerging markets, redevelopment of aged assets in the developed world and finally incremental demand. The Company intends to acquire and build out power generation plants across the Middle East, North Africa, South America and Southeast Asian regions. However, EHII has not entered into any definitive agreements with any persons to acquire or build out such plants nor does it assure anyone that it will be able to do so.

The Oil & Gas and Power Generation Industry

The Independent Power Industry

Power generation is a strong and attractive global sector due to the significant demand growth in developing economies, replacement capacity required in many developed countries and tightening reserve requirements. EHII intends to focus power generation efforts in the Middle East and Africa regions.

The Middle East region offers stable governments, low country risk ratings and good credit ratings, which allows for the availability of long-term PWPAs (Power and Water Purchase Agreements) with attractive return on investment and the availability of capital needed for development and acquisitions. GDP growth rates average 5-8% per annum with power growth rates averaging 6-10% per annum.

There is pressure on development plans throughout the industry due to the global liquidity crisis. This creates a unique opportunity for firms that are well capitalized.

Revenue Source

EHII expects that it may derive revenues from equity positions in oil and gas and power projects and consulting engagements performed for external groups. It also anticipates that additional revenue could be in the form of development fees from Farm-In Agreements with new partners in EHII projects, carried and royalty interest from projects revenue, and when appropriate, in the form of capital gains from the sale of all or a portion of EHII ownership interest in a project.

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Regulatory Approvals and Environmental Laws

EHII is subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground; the generation, storage, handling, use, transportation and disposal of hazardous materials; and the health and safety of our employees. These laws, regulations and permits also can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damage, criminal sanctions, permit revocations and/or facility shutdowns. We do not anticipate a material adverse effect on our business or financial condition as a result of our efforts to comply with these requirements. We also do not expect to incur material capital expenditures for environmental controls in this or the succeeding fiscal year.

There is a risk of liability for the investigation and cleanup of environmental contamination at each of the properties that we may own or operate and at off-site locations where we may have arranged for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under CERCLA or other environmental laws for all or part of the costs of investigation and/or remediation and for damage to natural resources. We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from these properties. Some of these matters may require us to expend significant amounts for investigation and/or cleanup or other costs. We do not have material environmental liabilities relating to contamination at or from our facilities or at off-site locations where we have transported or arranged for the disposal of hazardous substances.

In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our ongoing operations. Present and future environmental laws and regulations (and related interpretations) applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial capital and other expenditures. Our air emissions are subject to the federal Clean Air Act, the federal Clean Air Act Amendments of 1990 and similar state and local laws and associated regulations. The U.S. EPA has promulgated National Emissions Standards for Hazardous Air Pollutants, or NESHAP, under the federal Clean Air Act that could apply to facilities that we own or operate if the emissions of hazardous air pollutants exceed certain thresholds. If a facility we operate is authorized to emit hazardous air pollutants above the threshold level, then we are required to comply with the NESHAP related to our manufacturing process and would be required to come into compliance with another NESHAP applicable to boilers and process heaters by September 13, 2007. New or expanded facilities would be required to comply with both standards upon startup if they exceed the hazardous air pollutant threshold. In addition to costs for achieving and maintaining compliance with these laws, more stringent standards may also limit our operating flexibility. Because other domestic syngas manufacturers will have similar restrictions, however, we believe that compliance with more stringent air emission control or other environmental laws and regulations is not likely to materially affect our competitive position.

The hazards and risks associated with producing and transporting our products, such as fires, natural disasters, explosions, abnormal pressures, blowouts and pipeline ruptures also may result in personal injury claims or damage to property and third parties. As protection against operating hazards, we maintain insurance coverage against some, but not all, potential losses. Our coverage includes physical damage to assets, employer’s liability, comprehensive general liability, automobile liability and workers’ compensation. We believe that our insurance is currently adequate, but losses could occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. We do not currently have pending material claims for damages or liability to third parties relating to the hazards or risks of our business.

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The international, federal and state rules and regulations are constantly changing. There may be additional restrictions or requirements in the future to which EHII will be subject, which may adversely affect the business, as well as its revenues and profitability.

Employees

The Company currently has engaged a Chief Executive Officer, and a Chief Financial Officer. To date, these individuals are consultants, but EHII anticipates that in the near future, it will enter into employment agreements with these individuals.

ITEM 1A. RISK FACTORS

Important Risk Factors Concerning our Business.

You should carefully consider the following risk factors and all other information contained in this Annual Report in evaluating our business and prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties other than those we described below that are not presently known to us or that we believe are immaterial may also impair our business operations. If any of the following risks occur, our business and financial results could be harmed. You should also refer to the other information contained in this Annual Report, including our consolidated financial statements and the related notes.

Risks Related to Our Business and Industry

We have a limited operating history.

We began operations in October 2003. Since the inception of our current business operations, we have been engaged in organizational activities, including developing a strategic operating plan, entering into contracts, hiring personnel, developing processing technology, raising private capital and seeking acquisitions. Accordingly, we have a limited relevant operating history upon which an evaluation of our performance and future prospects can be made.

We have had a history of net losses.

We incurred a net loss of $173,897 for the year ended June 30, 2010, and incurred a net loss of $180,436 for the previous year. Through June of 2010, we have been funding our operations primarily through our consulting contracts with trading partners in the Middle East, but have also financed a portion of out operation through the sale of our securities and loans from our major shareholder. We expect to continue to incur net losses for the foreseeable future as focus on seeking potential joint venture partners and acquisitions in the area of oil, gas, and alternative energy. Our ability to generate and sustain significant additional revenues or achieve profitability will depend upon the factors discussed elsewhere in this “Risk Factors” section. We cannot assure you that we will achieve or sustain profitability or that our operating losses will not increase in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future.

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We will be forced to continue to seek financing partners, either through debt or equity, to achieve our business objectives.

As of June 30, 2010, we had cash of $359,079. We will need significant capital expenditures and investments over the next twelve months related to our growth program. We are also currently evaluating potential joint venture partners. We do not plan to use a portion of our current cash to fund these site acquisitions or provide seed equity for the projects while we analyze financing options.

We are currently in discussions with several intermediaries, advisors and investors to structure and raise the funds to optimally finance potential projects. We are evaluating debt and equity placements at the corporate level as well as project specific capital opportunities. We have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may need to curtail expenses, reduce planned investments in technology and research and development and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligations and covenants that restrict how we operate our business.

Strategic acquisitions could have a dilutive effect on your investment. Failure to make accretive acquisitions and successfully integrate them could adversely affect our future financial results

As part of our growth strategy, we will seek to acquire or invest in complementary (including competitive) businesses, facilities or technologies and enter into co-location joint ventures in the oil & gas and power generation industries. Our goal is to make such acquisitions, integrate these acquired assets into our operations and reduce operating expenses. The process of integrating these acquired assets into our operations may result in unforeseen operating difficulties and expenditures, and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We cannot assure you that the anticipated benefits of any acquisitions will be realized. In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which can materially and adversely affect our operating results and financial position.

We depend on our officers and key personnel and the loss of any of these persons could adversely affect our operations and results.

We believe that implementing our proposed expansion strategy and execution of our business plan to acquire, manage and develop power generation and oil & gas assets will depend to a significant extent upon the efforts and abilities of our officers and key personnel. Because the oil, gas and alternative energy industries are highly competitive, we believe that the personal contacts of our officers and key personnel within the industry and within the scientific community engaged in related businesses are a significant factor in our continued success. Our failure to retain our officers or key personnel, or to attract and retain additional qualified personnel, could adversely affect our operations and results. We do not currently carry key-man life insurance on any of our officers.

Because we are smaller and have fewer financial and other resources than energy focused companies, we may not be able to successfully compete in the very competitive industry.

There are significant competition among existing oil, gas, and alternative energy companies. Our business faces competition from a number of entities that have the financial and other resources that would enable them to expand their businesses. Even if we are able to enter into joint venture agreements, our competitors may be more profitable than us, which may make it more difficult for us to raise any financing necessary for us to achieve our business plan and may have a materially adverse effect on the market price of our common stock.

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The United States oil, gas, and alternative energy industry is highly dependent upon federal and state legislation and regulation and any changes in that legislation or regulation could materially adversely affect our results of operations and financial condition.

The elimination or significant reduction in the federal tax incentive could have a material adverse effect on our results of operations

Costs of compliance with burdensome or changing environmental and operational safety regulations could cause our focus to be diverted away from our business and our results of operations to suffer.

Risks Related to an Investment in Our Common Stock

Our common stock price has fluctuated considerably and stockholders may not be able to resell their shares at or above the price at which such shares were purchased.

The market price of our common stock has fluctuated in the past, and may continue to fluctuate significantly in response to factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations. The market prices of securities of fuel-related companies have experienced fluctuations that often have been unrelated or disproportionate to the operating results of these companies. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock. Price volatility might be intensified under circumstances where the trading volume of our common stock is low.

We may not be able to attract the attention of major brokerage firms for research and support which may adversely affect the market price of our common stock.

Securities analysts of major brokerage firms may not publish research on our common stock. The number of securities competing for the attention of such analysts is large and growing. Coverage of a security by analysts at major brokerage firms increases the investing public’s knowledge of and interest in the issuer, which may stimulate demand for and support the market price of the issuer’s securities. The failure of major brokerage firms to cover our common stock may adversely affect the market price of our common stock.

Future sales of common stock or other dilutive events may adversely affect prevailing market prices for our common stock.

We are currently authorized to issue up to 100.0 million shares of common stock, of which 29,662,109 shares were issued and outstanding as of October 13, 2010. Our board of directors has the authority, without further action or vote of our stockholders, to issue any or all of the remaining authorized shares of our common stock that are not reserved for issuance and to grant options or other awards to purchase any or all of the shares remaining authorized. The board may issue shares or grant options or awards relating to shares at a price that reflects a discount from the then-current market price of our common stock. The options and awards referred to above can be expected to include provisions requiring us to issue increased numbers of shares of common stock upon exercise or conversion in the event of stock splits, redemptions, mergers or other transactions. If any of these events occur, the exercise of any of the options or warrants described above and any other issuance of shares of common stock will dilute the percentage ownership interests of our current stockholders and may adversely affect the prevailing market price of our common stock.

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A significant number of our shares will be eligible for sale, and their sale could depress the market price of our common stock.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock. Virtually all shares of our common stock may be offered from time to time in the open market, including the shares offered pursuant to this filing. These sales may have a depressive effect on the market for the shares of our common stock. Moreover, additional shares of our common stock, including shares that have been issued in private placements, may be sold from time to time in the open market pursuant to Rule 144. In general, a person who has held restricted shares for a period of one year may, upon filing with the SEC a notification on Form 144, sell into the market common stock in an amount equal to the greater of 1% of the outstanding shares or the average weekly number of shares sold in the last four weeks prior to such sale. Such sales may be repeated at specified intervals. Subject to satisfaction of a two-year holding requirement, non-affiliates of an issuer may make sales under Rule 144 without regard to the volume limitations and any of the restricted shares may be sold by a non-affiliate after they have been held two years. Sales of our common stock by our affiliates are subject to Rule 144.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, as a consequence of such failure, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating results could be harmed.

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.

Investors should not anticipate receiving cash dividends on our common stock.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We may issue shares of preferred stock without stockholder approval that may adversely affect your rights as a holder of our common stock.

Upon our amending our certificate of incorporation authorizes us to issue up to 25.0 million shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with rights to receive dividends and distributions upon liquidation in preference to any dividends or distributions upon liquidation to holders of our common stock and with conversion, redemption, voting or other rights which could dilute the economic interest and voting rights of our common stockholders. The issuance of preferred stock could also be used as a method of discouraging, delaying or preventing a change in control of our company or making removal of our management more difficult, which may not be in your interest as holders of common stock.

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Provisions in our articles of incorporation and bylaws and under Nevada law could inhibit a takeover at a premium price.

Our bylaws limit who may call a special meeting of stockholders and establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings. Each of these provisions may have the effect to discouraging, delaying or preventing a change in control of our company or making removal of our management more difficult, which may not be in your interest as holders of common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease approximately 2,338 square feet of office space in Houston, Texas as our corporate headquarters. This agreements went into affect on January 1, 2010 and is for a period of five years.

In addition to our office in Houston, Texas, we lease office space in Dubai, United Arab Emirates which began February 20, 2010 and expires February 19, 2011.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings and, to the best of our knowledge; no such action by or against us is contemplated, threatened or expected.

ITEM 4. RESERVED

PART II

ITEM 5. MARKET PRICE FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

EHII Common Stock trades on the over-the-counter under the symbol: EGYH.OB. The following sets forth the range of high and low trades for the periods indicated.

Year Ended June 30, 2010 and Subsequent	High		Low
Q1 - Quarter Ended September 30, 2009	$	0.17	$	0.17
Q2 - Quarter Ended December 31, 2009		0.60		0.17
Q3 - Quarter Ended March 31, 2010		2.00		0.04
Q4 - Quarter Ended June 30, 2010		0.85		0.04
July 1, 2010 to September 21, 2010		1.01		0.70

Year Ended June 30, 2009	High		Low
Q1 - Quarter Ended September 30, 2008	$	1.05	$	0.32
Q2 - Quarter Ended December 31, 2008		1.00		0.15
Q3 - Quarter Ended March 31, 2009		1.00		0.25
Q4 - Quarter Ended June 30, 2009		1.10		0.17

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Out stock has traded thinly for the periods represented. For the two years from July 1, 2008 to June 30, 2010, our stock has experienced only 55 trading days with 91,846 shares traded on those days for an average daily volume of 126 shares per day.

We currently have no outstanding stock options or other equity compensation plans.

(b) Our Stockholders

As of June 30, 2010, there were approximately 199 holders of record of EHII common stock.

We have never paid, and do not intend to pay, any cash dividends on our common stock for the foreseeable future. Therefore in all likelihood, an investor in this offering will only realize a profit on his investment, in the short term, if the market price of our common stock increases in value.

(d) Securities Authorized to be Issued Under our Equity Compensation Plans

We currently do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable

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

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

Overview and History

On March 10, 2009, the Company amended the Articles of Incorporation to change its name from Green Energy Holding Corp. to Energy Holdings International, Inc.

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Our Business

The Company was originally organized in October 2003 to capitalize on the growing market for alternative fuels and its co-products. The Company acquired a non-exclusive license to a specific technology for the conversion of biomass to synthesis gas (“syngas”). The technology includes the ability to produce a consistent, high-quality syngas product that can be used for energy production or as a building block for other chemical manufacturing processes.

Through the end of calendar 2008, our growth strategy has encompassed a multi-pronged approach which is geared at ultimately developing production levels and lowering production costs, thereby driving profitability.

Our corporate headquarters is located at 12012 Wickchester Lane, Suite 130, Houston, Texas 77079, and our telephone number is (561) 445-1050. You can locate us on the web at http://www.energyhii.com.

Results of Operations

Year Ended June 30, 2010 versus 2009

We incurred a net loss of $173,897 for the year ended June 30, 2010 ($0.01 per share) versus a loss of $180,436 the same period in 2009 ($0.02 per share).

Our ability to achieve profitable operations depends on developing revenue through additional consulting contracts and from the operation of oil & gas and power generation facilities both domestically and abroad. We do not expect to be profitable until we acquire our first oil and gas property. However, given the uncertainties surrounding the timing and nature of such acquisitions, we cannot assure you that we will show profitable results at any time.

Revenues - We had $1,935,748 of revenue for the twelve months ended June 30, 2010,of which $102,419 is related-party, compared to $100,000 related-party revenues for the same period in 2009. Most of the 2010 revenues were the result of consulting services performed in the Middle East (see Note 10) in connection with several power generation projects located in the Middle East, North Africa and Asia.

General and Administrative Expenses - We incurred general and administrative expenses of $1,695,384 for the year ended June 30, 2010, compared to $277,486 for the same period in 2009. The majority of this increase was due to operations in our foreign subsidiary in Dubai (approximately $708,000 of added expense) which we did not have in 2008, , costs associated with hiring international consultants to aide in our deliverables on our consulting contracts (approximately $262,000 of added expense) and non-cash compensation of $411,500.

Other costs included in general and administrative expense include maintenance of information technology at our corporate office, legal and accounting for statutory compliance and due diligence on potential asset acquisitions.

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Depreciation – depreciation expense increased for the year ended June 30, 2010 versus the same period in 2009 ($12,819 and $276, respectively) owing to our purchases of office furniture and equipment in Houston, Texas and out acquisition of our subsidiary in Dubai.

Liquidity and Capital Resources

As of June 30, 2010, we had cash and cash equivalents totaling $359,079.

Net cash provided by operating activities was $333,358 for the twelve months ended June 30, 2010 compared to net cash used in operating activities of $187,920 for the same period in 2008. We anticipate that overhead costs will increase in the near term as we continue to implement our operating strategy.

Cash flows provided by investing activities was zero during the year ended June 30, 2009, but was $121 for the same period in 2010, which was a net of capital asset purchases of $31,688 (a use of cash) and the acquisition of the US Dollar equivalent of $31,809 (a provision of cash) when we purchased our foreign subsidiary in Dubai.

Cash flows provided by financing activities was zero for the twelve months ended June 30, 2010 compared to a provision of cash from financing activities of $213,463 for the twelve months ended June 30, 2009. These cash flows in 2009 were related to the payment of Notes Payable, issuance of common stock, expenses paid by a related party.

We anticipate funding any capital expenditures over the next 12 months through the issuance of equity or debt. We are continuing to evaluate both oil & gas and power generation assets.

We are currently in discussions with several intermediaries, advisors and investors to structure and raise the funds to optimally finance various potential projects. We are evaluating debt and equity placements at the corporate level as well as project specific capital opportunities. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may need to curtail expenses, and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligation and covenants that restrict how we operate our business.

If we are unable to secure funds to finance various potential projects, we may examine other possibilities, including, but not limited to, mergers or acquisitions.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

- 14 -

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 1 to our financial statements as included in this filing. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.

Recently Issued Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS 162 will become 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 Company does not currently expect the adoption of SFAS 162 to have a material effect on its consolidated results of operations and financial condition.

In September 2006, the FASB issued ASC (Accounting Standards Codification) 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. ASC 820 is effective for fiscal years beginning after November 15, 2007.

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tiered fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

●	Level 1. Observable inputs such as quoted market prices in active markets.
●	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly:, and
●	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company had no assets or liabilities that were measured and recognized at fair value on a non-recurring basis as of June 30, 2010 or 2009, and as such, had no assets or liabilities that fell into the tiers described above.

- 15 -

In February 2007, the FASB issued ASC 825, Financial Instruments. ASC 825 permits entities an option to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective of this Statement is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities using different measurement techniques. The fair value measurement provisions are elective and can be applied to individual financial instruments. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. The Company does not expect that the adoption of ASC 825 will have a material impact, if any, on the Company’s financial position or results of operations.

In December 2007, the FASB issued ASC 805, Business Combinations which requires most identifiable assets, liabilities, non-controlling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity. Both statements are effective for fiscal years beginning after December 15, 2008. ASC 805 will be applied to business combinations occurring after the effective date. ASC 805 will be applied prospectively to all non-controlling interests, including any that arose before the effective date.

As is discussed in Note 4 to these financial statements, we acquired Advance Energy, a business entity formed under the laws of Dubai, United Arab Emirates on March 31, 2010..

The Company does not expect the adoption of ASC 805 will have a material impact, if any, on the Company’s financial position or results of operations.

In February 2008, the FASB issued ASC 815, Derivatives and Hedging. ASC 805 addresses the issue of whether the transfer of financial assets and the repurchase financing transactions should be viewed as two separate transactions or as one linked transaction. The standard includes a rebuttable presumption that the two transactions are linked unless the presumption can be overcome by meeting certain criteria. The standard will be effective for fiscal years beginning after November 15, 2008 and will apply only to original transfers made after that date; early adoption will not be allowed.

ASC 815 also requires companies to provide enhanced disclosures regarding derivative instruments and hedging activities and requires companies to better convey the purpose of derivative use in terms of the risks they intend to manage. Disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under ASC 805 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows are required. The Company does not expect the adoption of ASC 815 to have a material impact, if any, on its consolidated financial statements.

In April 2008, the FASB issued ASC 350, Intangibles – Goodwill and Other. ASC 350 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under previous guidance. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. ASC 350 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The Company does not expect the adoption of ASC 350 to have a material impact, if any, on its consolidated financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, EHII is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplemental data required by this Item 8 follow the index of financial statements that appears at the end of Part I of this Form 10-K.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Energy Holdings International, Inc.

12012 Wickchester Lane, Suite 130

Houston, Texas 77079

We have audited the accompanying consolidated balance sheet of Energy Holdings International, Inc. (the “Company”) as of June 30, 2010 and 2009 and the related consolidated statements of operations, stockholders' deficit and cash flows for the twelve month periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Energy Holdings International, Inc. as of June 30, 2010 and 2009 and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered net losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

October 13, 2010

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ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	June 30, 2010			June 30, 2009

ASSETS
Cash and equivalents	$	359,079		$	25,600
Other current assets		17,423			-
Total current assets		376,502			25,600

Property, Plant and Equipment, net of accumulated depreciation of $12,819 and $0 at June 30, 2010 and 2009, respectively		67,314			-
Deposits		8,181			-
Total non-current assets		75,495			-

TOTAL ASSETS	$	451,997		$	25,600

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable	$	25,277		$	14,884
Related party payables		-			9,323
Deferred Revenue		166,667			32,443
Total current liabilities		191,944			56,650

TOTAL LIABILITIES		191,944			56,650

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock - $0.10 par value: 25,000,000 shares authorized; none issued and outstanding as of June 30, 2010 and 2009		-			-
Common stock, $0.01 par value; 100 million shares authorized, 29,662,109 and 15,476,409 shares issued and outstanding at June 30, 2010 and 2009, respectively		29,662			15,476
Additional paid in capital		1,303,743			891,343
Common stock committed		50,000			11,586
Accumulated deficit		(1,123,352	)		(949,455	)

TOTAL EQUITY (DEFICIT)		260,053			(31,050	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	451,997		$	25,600

The accompanying notes are an integral part of the consolidated financial statements.

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ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended June 30,
	2010			2009

REVENUES
Consulting revenues	$	1,833,329		$	-
Related-party consulting revenues		102,419			100,000
TOTAL REVENUES		1,935,748			100,000

OPERATING EXPENSES
General and administrative expenses		1,695,384			227,486
Consulting expense – related party		506,832			50,000
Depreciation		12,819			276
Total operating expenses		2,215,035			277,762

LOSS FROM OPERATIONS		(279,287	)		(177,762	)

OTHER INCOME/(EXPENSE)
Gain on acquisition of subsidiary		105,390			-
Interest expense		-			(2,674	)
Total other income/(expense)		105,390			(2,674	)

Net loss	$	(173,897	)	$	(180,436	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding		24,552,642			8,567,786

The accompanying notes are an integral part of the consolidated financial statements.

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ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Commons Stock				Additional			Common						Total
	Shares		Par Value		Paid In Capital			Stock Payable			Accumulated Deficit			Stockholders' Equity (Deficit)


Balance at July 1, 2007		1,106,109	$	1,106	$	575,636					$	(729,531	)	$	(152,789	)
Sales of common stock		-		-		100,200									100,200
Net loss for the year												(39,488	)		(39,488	)
Balance at June 30, 2008		1,106,109		1,106		675,836			-			(769,019	)		(92,077	)

Shares issued for cash		14,370,300		14,370		160,630									175,000
Founders' shares committed to be issued						(11,586	)		11,586						-
Expenses paid by related party						66,463									66,463
Net loss for the year												(180,436	)		(180,436	)
Balance at June 30, 2009		15,476,409		15,476		891,343			11,586			(949,455	)		(31,050	)

Issuance of additional founders' shares		11,585,700		11,586					(11,586	)					-
Shares issued for services		2,500,000		2,500		409,000			-			-			411,500
Shares issued to acquire foreign subsidiary		100,000		100		3,400									3,500
Stock commitment									50,000						50,000
Net income for the year												(173,897	)		(173,897	)
Balance at June 30, 2010		29,662,109	$	29,662	$	1,303,743		$	50,000		$	(1,123,352	)	$	260,053

The accompanying notes are an integral part of the consolidated financial statements.

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ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended June 30,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss)	$	(173,897	)	$	(180,436	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		12,819			276
Gain on purchase of subsidiary		(105,390	)		-
Stock based compensation		411,500			-
Commitment of common stock for services		50,000			-

Change in operating assets and liabilities:
Deposits, prepaid expenses and other current assets		3,032
Accounts payable and accrued liabilities		10,393			917
Deferred revenues		134,225
Related party payables		(9,323	)		(8,677	)

Net cash provided by (used in) operations		333,358			(187,920	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets		(31,688	)		-
Cash acquired upon acquiring foreign subsidiary		31,809

Net cash provided by investing activities		121			-

CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable related party – payments		-			(13,000	)
Notes payable – payments		-			(15,000	)
Sales of common stock		-			175,000
Expenses paid by related party					66,463

Net cash provided by financing activities		-			213,463

Net change in cash and equivalents		333,479			25,543
Cash and equivalents, beginning of period		25,600			57
Cash and equivalents, end of period		359,079			25,600

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	796
Cash paid for income taxes		-			-

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITES
Founders' shares committed to be issued	$	-		$	11,586

The accompanying notes are an integral part of the consolidated financial statements.

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ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Energy Holdings International, Inc. (the “Company”), was incorporated in the State of Nevada on November 30, 2006 as a successor corporation to Green Energy Corp. which was incorporated in the State of Colorado on October 14, 2003. Green Energy Corp. acquired Green Energy Holding Corp. on December 18, 2006.

On March 10, 2009, the Company amended the Articles of Incorporation to change its name from Green Energy Holding Corp. to Energy Holdings International, Inc.

The Company is a holding corporation currently exploring various opportunities in the energy area. EHII’s management has been in active discussions with several potential companies, either to acquire, manage, or joint venture with these entities. However, as of the date of this filing, other than our purchase of our subsidiary in Dubai, United Arab Emirates (see Note 4), no definitive agreements or arrangements have been finalized.

Our financial statements published on Form 10-K for the year ended June 30, 2009 reported us as a development stage enterprise in accordance with ASC 915 – Development Stage Entities. With our revenue contract which we entered into on August 1, 2009 (see Note 10), we exited the development stage during the current fiscal year.

Fiscal year

The Company employs a fiscal year ending June 30.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. There were no cash equivalents as of June 30, 2010 or 2009.

Concentration of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits.

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Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

In presenting net income (loss) per share, we segregate net income or loss as resulting from normal operations, extraodinary items and discontinued operations.

Revenue recognition

Revenue is comprised principally of service and consulting revenue from work performed for customers under master service arrangements. Revenue is recognized over the period of the agreement as it is earned as such policy complies with the following criteria: (i) persuasive evidence of an arrangement exists; (ii) the services have been provided; (iii) the fee is fixed and determinable, (iv) collectability is reasonably assured. In the event that a customer pays up front, deferred revenue is recognized for the amount of the payment in excess of the revenue earned.

Financial instruments

The carrying amounts of the Company’s financial instruments as of June 30, 2010 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses.

Stock-Based Compensation

The Company is required to recognize expense of options or similar equity instruments issued to employees using the fair-value-based method of accounting for stock-based payments in compliance with ASC 718 – Compensation – Stock Compensation and ASC 505-50 – Equity Based Payments to Non-Employees. ASC 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance –based awards, share appreciation rights, and employee share purchase plans. Application of this pronouncement requires significant judgment regarding the assumptions used in the selected option pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward-looking over the expected term of the award.

Property and equipment

Property and equipment are recorded at cost and depreciated under the straight line method over each item's estimated useful life.

On March 31, 2010, we acquired Advance Energy DMCC, a free-zone Dubai Multi Commodities Centre Company organized under the laws of Dubai, United Arab Emirates (“Advance”). Advance’s property, plant and equipment consisted of office furniture and equipment. We obtained an independent valuation of these assets and determined the fair value in the aggregate was $48,445 as of the date of the acquisition of Advance.

The Company's fixed assets consist of office equipment recorded at cost of $80,133, with offsetting accumulated depreciation at June 30, 2010 and 2009 of $12,819 and $0. Depreciation expense in 2010 and 2009 was $12,819 and $276, respectively.

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Income tax

The Company accounts for income taxes under ASC 740 – Income Taxes. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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 assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recently Issued Accounting Pronouncements

·	Level 1. Observable inputs such as quoted market prices in active markets.
·	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly:, and
·	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

- 25 -

As is discussed in Note 4 to these financial statements, we acquired Advance Energy, a business entity formed under the laws of Dubai, United Arab Emirates on March 31, 2010.

We adopted the provisions of ASC 805, Business Combinations and recorded the acquisition as discussed in Note 4.

NOTE 2. CHANGE OF CONTROL

On December 29, 2008 the Company completed a stock purchase agreement with outside investors, selling the investors 14,370,300 common shares for $175,000 in cash. In addition, current Company shareholders transferred an additional 575,000 common shares to the outside investors, leaving the outside investors with approximately 96.5% of the Company’s issued and outstanding common shares. Pursuant to the terms of the Agreement, immediately following the closing, the Company had no financial obligations to any third parties. The purchase price was negotiated between the parties and has no bearing of the price of the Company’s common stock. The sale of common stock was made to unrelated third parties.

As part of the change of control and recapitalization of the Company, we committed to issuing an additional 11,585,700 shares, which remain in common stock committed as of June 30, 2009.

The Company issued 14,185,700 subsequent to June 30, 2009 of which 11,585,700 were related to the Founders Stock Committed listed on the Balance Sheet. The remaining total was issued as additional founder’s compensation. The total number of common shares issued and outstanding as of June 30, 2010 was 29,662,109.

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NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had losses in 2010 and 2009.

These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Management is currently negotiating additional consulting contracts to raise revenues to pay our operating costs. As is discussed in Note 11, in September, 2010, we received $200,000 as advance payment against a consulting contract with a client in Saudi Arabia. As of the date of that report, we are still negotiating the terms of that agreement.

NOTE 4. ACQUISITION OF FOREIGN SUBSIDIARY

One March 31, 2010, we signed a Share Exchange Agreement (“the SEA”) with Advance Energy DMCC, a free-zone Dubai Multi Commodities Centre Company organized under the laws of Dubai, United Arab Emirates (“Advance”) and with the Advance shareholders to acquire 100 percent of the issued and outstanding shares of Advance in exchange for 100,000 shares of our common stock, rendering Advance a wholly-owned subsidiary of the Company. We subsequently changed the name of Advance Energy to EHII MENA (Middle East and North Africa).

We issued the 100,000 shares on May 29, 2010 and valued the shares at the date of the Share Exchange Agreement ($0.035) or $3,500.

In December 2007, the Financial Accounting Standards Board what is now codified in FASB ASC 805, which governs business acquisitions and combinations. FASB ASC 805 establishes, among other things, the following principles and requirements:

With limited exceptions specified in the Statement, an acquirer is required to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree, measured at their fair values as of the acquisition date.

An acquirer is required to recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase. FASB ASC 805 defines a bargain purchase as a business combination in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquirer.

On the date of the acquisition, the total stockholders’ equity was $108,890, consisting of $31,809 in cash, $28,636 of other current assets and $48,445 of property, plant and equipment, stated at fair market value. The excess of the fair value of the subsidiary assets at the time of purchase (108,890) and the fair value of the consideration given in exchange (100,000 shares valued at $3,500) was recorded as a gain on acquisition of subsidiary in the Other Income/Expense section of our Statement of Operations .

A breakdown of the purchase price is as follows:

Cash	$	31,809
Other current assets		28,636
Property, plant and equipment		48,445
Net assets acquired		108,890

Less: excess purchase price		105,390
Total consideration	$	3,500

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The following unaudited pro-forma assumes the transaction occurred as of the beginning of the periods presented as if it would have been reported during periods below:

	Year Ended June 30, 2010											Year Ended June 30, 2009
	As Originally Reported			Adjustment			No.		Combined Pro-Forma			As Originally Reported			Adjustment			No.		Combined Pro-Forma

Consulting revenue	$	1,833,329		$	79,738			1	$	1,913,067		$	-		$	991,993			1	$	991,993
Related-party consulting revenue		102,419			(100,000	)		2		2,419			100,000			(100,000	)		2		-
Total revenues		1,935,748			(20,262	)				1,915,486			100,000			891,993					991,993

Operating expenses:
Depreciation		12,819			39,514			1		52,333			276			5,012			1		5,288
Consulting expenses - related party		446,000			-					446,000			-			-					-
General and administrative		1,756,216			66,789			1		1,823,005			277,486			914,807			1		1,192,293
Total expenses		2,215,035			106,303					2,321,338			277,762			919,819					1,197,581

Income (loss) from operations		(279,287	)		(126,565	)				(405,852	)		(177,762	)							(205,588	)

Other income (expense):
Gain on acquisition of subsidiary		105,390			(105,390	)		2		-			-								-
Interest expense										-			(2,674	)							(2,674	)

Net income (loss)	$	(173,897	)						$	(405,852	)	$	(180,436	)						$	(208,262	)

Weighted average shares outstanding - basic and diluted		24,552,642								24,552,642			8,567,786								8,567,786
Net loss per share	$	(0.01	)						$	(0.02	)	$	(0.02	)						$	(0.02	)

Adjustments:

Inclusion of subsidiary.

Removal of intercompany and related-party items.

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NOTE 5. RELATED PARTY TRANSACTIONS

During 2010 and 2009, we paid compensation of $446,000 and $50,000 respectively, to our officers.

During 2010, we paid $60,832 to the son of our Chief Executive Officer to perform due diligence on certain energy acquisitions.

During 2008 and 2009, the Company leased office space from a shareholder under a month-to-month agreement at the rate of $1,000 per month in 2008. Rent expense during the fiscal year ended June 30, 2008 was $12,000, and $6,000 during the fiscal year ended June 30, 2009. The lease agreement was terminated at the time of the acquisition in December 2008.

As of June 30, 2009, the Company owed $9,323 to a related party who paid expenses on behalf of the company during the fourth quarter. This debt was paid on July 8, 2009.

During the year ended June 30, 2009, a shareholder and related party paid $66,463 of expenses on behalf of the company. These expenses were paid primarily for professional fees related to the change in control discussed in Note 2. Since the shareholder contributed these expenses and did not expect repayment, management has classified the contribution as additional paid in capital as of June 30, 2009.

The Company signed its first consulting contract in March 2009 to provide advisory and engineering expertise for a power generation plant in Asia. This contract was signed with Advance Energy in Dubai which, as of March 31, 2010, became a wholly owned subsidiary of the Company,, and as such, is a related party transaction. The contract in the amount of $200,000 was for six months of services from April to September 2009. As of June 30, 2009, the Company had received $132,443 and recognized $100,000 of revenue during the fourth quarter of 2009. The remaining unreceived balance on the contract at June 30, 2009 (i.e., $67,557) was received during the fiscal year ended June 30, 2010 and we recognized the remaining $100,000 on the contract during the current year.

NOTE 6. PROPERTY, PLANT AND EQUIPMENT

At June 30, 2010 and 2009, our property, plant and equipment consisted of the following:

	June 30,
	2010			2009

Furniture and fixtures	$	37,151		$	-
Office equipment		7,594			-
Leasehold improvements		35,388			-
Total property, plant and equipment		80,133			-
Less: accumulated depreciation		(12,819	)
Total property, plant and equipment (net)	$	67,314		$	-

We acquired $48,445 of the assets when we acquired Advance Energy (see Note 4). The assets in Advance Energy were valued at the fair market value on the date of the acquisition of Advance Energy. We purchased $31,688 of asset for our Houston office with cash.

Leasehold improvements in Dubai are amortized over the remaining life of the lease in our Dubai office and will be fully amortized by February, 2011.

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NOTE 7. INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur, which was the case for the company in the year ended June 30, 2010. The Company accounts for income taxes pursuant to ASC 740 – Income Taxes.

At June 30, 2009 and 2010 the Company had approximately $414,333 and $324,218 respectively in unused federal net operating loss carry-forwards, which begin to expire principally in the year 2024. As noted above and discussed in Note 2, the company had a significant change in control in December, 2008 and the net operating loss allowed to be carried forward restarts as of that date. A deferred tax asset for the years ended June 30, 2009 and 2010 of approximately $145,000 and $31,673 respectively resulting from the loss carry-forward has been offset by a 100% valuation allowance. The change in the valuation allowance in 2009 and 2010 was approximately $113,000 decrease in both 2010 and 2009. The net deferred tax asset at June 30, 2009 and 2010 is zero.

Deferred tax asset and the valuation account are as follows:

	June 30,
	2010			2009


Deferred tax asset (NOL at estimated 35% marginal rate)		145,017			31,673
Less: reserve		(145,017	)		(31,673	)
Net deferred tax asset		-			-

The components of income tax expense are as follows:

Current federal tax		-			-
Current state tax		-			-
Change in NOL benefit		(113,344	)		113,327
Change in valuation allowance		113,344	)		(113,327	)
Income tax expense		-			-

We adopted ASC 740 – Income Taxes for accounting for uncertainty in income taxes, including unrecognized tax benefits as of June 30, 2010. The adoption had no effect on our financial position or results of operations. We did not have significant unrecognized tax benefits resulting from differences between positions taken in tax returns and amounts recognized in the financial statements as of June 30, 2010 or 2009.

NOTE 8. NOTES PAYABLE

The Company repaid all outstanding notes payable during 2009, which included two notes payables of $13,000 and $15,000 respectively. The Company has no outstanding notes payable as of June 30, 2010 or 2009.

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NOTE 9. STOCKHOLDERS' EQUITY

Common stock

At June 30, 2010 and 2009, the Company had 100 million shares of authorized common stock, $.001 par value, with 29,662,109 and 15,476,409 common shares issued and outstanding, respectively.

During the year ended June 30, 2009, we issued 14,370,300 shares in exchange for $175,000. These shares were issued in conjunction with the change in control of the company, which is more fully discussed in Note 2.

The Company issued 13,985,700 on November 6, 2009 of which 11,585,700 were related to the Founders Stock Committed upon affecting the merger explained in Note 2. The remaining total (2.4 million shares) was issued as additional founder’s compensation, were valued at $408,000 and included in general and administrative expense for the year ended June 30, 2010.

On April 1, 2010, we issued 100,000 shares to a consultant for accounting and corporate governance services. We valued the shares at the closing price of the grant date and recorded $3,500 as expense.

On May 29, 2010, we issued 100,000 shares to the shareholders of Advance Energy, a business entity organized and operating under the laws of Dubai, United Arab Emirates to acquire 100% of the issued and outstanding shares of Advance Energy. For a complete explanation of the acquisition, see Note 4.

The total number of common shares issued and outstanding as of June 30, 2010 was 29,662,109.

Preferred stock

At June 30, 2010 and 2009, the Company had 50,000,000 shares of authorized preferred stock, to have such preferences as the Board of Directors may set from time to time, $.001 par value, with no shares issued and outstanding.

Stock options

Non-employee stock options

The Company accounts for non-employee stock options under ASC 718 – Compensation – Stock Compensation and ASC 505-50 – Equity-Based Payments to Non-Employees , whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The Company has no outstanding stock options or warrants at June 30, 2010 or 2009.

Common Stock Payable

On January 21, 2010, we entered into an arrangement with a consulting firm to provide investor relations services. The terms of the arrangement was to pay 25,000 shares of common stock. The firm was dismissed before services began, but we have provided for the potential issuance of the common shares. We valued the shares on the date of the agreement, January 21, 2010 and charged $50,000 to consulting expense and recording a common stock liability in the amount of $50,000.

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NOTE 10. CONSULTING REVENUES

On August 1, 2009, we signed an agreement with a firm in Saudi Arabia to provide consulting on several projects in the Middle East and North Africa. The contract amount was $2 million to be earned ever one year (culminating on July 31, 2010). We received the consulting fee on August 25, 2009. For the year ended June 30, 2010, we recognized $1,833,333 and have deferred $166,667, or one month, until the next fiscal year.

NOTE 11. SUBSEQUENT EVENTS

In September, 2010, we received a payment of $200,000 as an advance payment against a consulting contract which we are still negotiating as of the date of this report.

The Company has evaluated subsequent events through the date these financial statements were issued.

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

None

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report.

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Our management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2010 (under the supervision and with the participation of the Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of June 30, 2010 due to lack of employees to segregate duties related to preparing the financial reports. Management is attempting to correct this weakness by raising additional funds to hire additional employees. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure that the company filings are made on a timely manner.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as accounting functions in Dubai are performed by individuals lacking appropriate oversight by those with accounting and financial reporting expertise. The officers of the Company do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, management is considering hiring additional staff or outsourcing some or all of the Company’s accounting functions to those with the appropriate level of accounting expertise.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2010.

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There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15d-15 under the Exchange Act that occurred during the year ended June 30, 2009 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

Directors and Executive Officers

The following tables set forth information regarding the Company’s current executive officers and directors and the proposed executive officers and directors of the Company:

Name	Age	Principal Occupation and Business Experience	Year First Appointed/ Elected Director

John Adair	68	·Chair, Chief Executive Officer and Chief Financial Officer (December 29, 2008 – present) ·Chief Executive Officer and a director of Cherokee Oil and Gas from 2007 to the present. ·Vice Chairman of Cherokee Allied Oil and Gas from 2005 to the present, an oil and gas arm of Energy Allied International, an international project development firm that identifies and develops large scale, energy-related infrastructure projects. ·1997-2005-Chairman/CEO of Adair International Oil and Gas, Inc. (1997-2005). ·President/CEO of Dresser Engineering (1995-1997) , an international natural gas processing and mid-stream energy engineering and construction company. (1995-1997)	2008

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Name	Age	Principal Occupation and Business Experience	Year First Appointed/ Elected Director

Jalal Alghani	50	·Chief Financial Officer (September 1, 2009 – Present) ·Director since September 1, 2009 ·Independent consultant oil and gas and green energy industries, both domestically and internationally since 1987 with particular experience in the Middle East and North Africa (MENA) (1987 to present). ·From 2004 to May 2008 Chairman and Co-CEO of Powered Corp, a development stage alternative energy company (2004 – May 2008). ·Mr. Alghani served as Vice Chairman and CFO of Adair International Oil & Gas Inc. (1990 to 2002).	2009

Fahad Bu-Nuhayah	44	·Director since March 2009 ·Owner: Saudi CAD for Engineering Services (1990 to present) ·Co-Owner: al Mutlaq Consulting Engineers (1991 to present) ·Assistant General Manager of al-Mutlaq & Mu-Netanyahu Consulting Engineers 1991-2004	2009

Khalid Al-Sunaid	37	·Director since September 2009 ·Partner in the law firm of Khalid Al-Sunaid & Talal Al-Ahmadi Co. Transactional attorney, licensed in the Kingdom of Saudi Arabia in the United Arab Emirates (1987 to present).	2009

His Royal Highness Prince Abdullah Bin Bandar Abdulaziz Al-Saud	24	·Director since October 2009 ·Chairman of several Saudi Arabia-based companies including, among others, in the areas of marketing advertising, private security, property management, and full service technology support (2006 to present)	2009

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Name	Age	Principal Occupation and Business Experience	Year First Appointed/ Elected Director

His Highness Prince Bader Bin Abdullah Bin Mohamed Al Saud	24	·Director since September 2009 ·Entrepreneur in real estate, environmental recycling solutions and developing Energy IPP Power projects in MENA, Southeast Asia and the U.S. (2003 to present)	2009

Randolph C. Aldridge		·Director since July, 2010 ·Chairman – Koch Pipelines LP 1998 - 2002 ·Director and audit committee member: Terasen, Inc., a publicly traded Vancouver Canada based pipeline and utility business 2005 ·Director and audit committee member: Abraxas General Partner, LLC 2007-2009	2010

Term of Office

Our Company’s directors are appointed for one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office according to our bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until they resign or are removed.

Legal Proceedings Involving Directors, Executive Officers and Certain Beneficial Owners.

The Company is not aware of any executive officer or director having been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. Additionally, the Company is not aware of any pending legal proceedings in which any of its executive officers or directors is a party

Family Relationships

There are no family relationships between our officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.

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Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during fiscal year ended June 30, 2009 with the exception of (a) Richard Hildebrand, who has not filed a Form 5 upon his resignation as a director; (b) Dennis Murphy, who have not filed a Form 5 upon his resignation as a director; (c) Fahad BuNuhayah, Rafic Koussa (a former director), Khalid and Jalal Alghani, each of whom was delinquent in the filing of their respective Form 3s; and (d) John Adair, who was delinquent in filing his Form 4. With the exception of Messrs Hildebrand and Murphy, all filing have subsequently been made with the SEC.

Code of Ethics and Business Conduct

EHII has not yet adopted a code of ethics applicable to our chief executive officer, who is our principal executive officer, our chief financial officer, principal accounting officer or controller or persons performing similar functions. The Board of Directors intends to adopt a Code of Ethics in the near future, which will be filed with the Securities and Exchange Commission.

Directors Independence

The Company’s common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also or has been an executive officer or employee of the corporation. As such, currently none of the Company’s directors are classified as independent directors under this definition.

Committees of the Company’s Board of Directors.

We currently do not have standing audit, nominating or compensation committees of its Board of Directors. Currently our entire Board performs these functions. The Company does not have charters for any of the above committees.

Meetings of Directors

There were no meetings of the Board of Directors during the last full fiscal year and all actions taken by the Board of Directors were taken by consent resolution. The Company did not hold an annual meeting of the Company’s security holders during the prior fiscal year and does not have a policy requiring attendance by members of the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The following table shows the compensation paid or accrued during the fiscal years ended June 30, 2010 and 2009, to our corporate officers.

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SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION	Year Ended June 30,	Base Compensation	Option Awards	Dollar Value of Total Compensation for the Covered Fiscal Year

John Adair Chairman and CEO	2010	$ 206,000	$ -	$ 206,000
John Adair Chairman and CEO	2009	50,000	-	50,000

Jalal Alghani Chief Financial Officer	2010	240,000	-	240,000
Jalal Alghani Chief Financial Officer	2009	-	-	-

Outstanding Equity Awards at Fiscal Year-End

We did not grant any equity awards since inception.

Employment Contracts

The Company currently has had no employment contracts, termination of employment or change-in-control arrangements with any of our executive officers or directors. John Adair, our Chairman and Chief Executive Officer, and Jalal Alghani, Our Chief Financial Officer, have consulting agreements with the Company through entities controlled by them.

Director Compensation

We currently have no formal plan for compensating our directors for their services in their capacity as directors.

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

At August 27, 2010 we had 29,562,109 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of August 27, 2010, by:

•	each person known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our directors;

•	each of our named executive officers; and

•	our named executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is 12012 Wickchester Lane, Suite 130, Houston, Texas 77079. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

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Name	Current Title	Shares Beneficially Owned	Percent of Class
Management

John Adair	Chief Executive Officer, Chair, Director	3,800,000	12.9	%
Jalal Alghani1	Chief Financial Officer, Vice Chair, Director	5,500,000	18.6	%
Khalid Al Sunaid2	Director	3,900,000	13.2	%
Fahad Bu-Nuhayah3	Director	2,600,000	8.8	%
HH Prince Bader Al Saud	Director	1,500,000	5.1	%
HRH Prince Abdullah Bin A. Al Saud	Director	2,000,000	6.8	%
Randolph Aldridge	Director	100,000	0.3	%
All Current Officers and Directors, (six persons)		19,400,000	65.6	%

_______________

(1)	Mr. Alghani’s shareholdings include (a) 3.2 million shares held individually; and (b) 1.0 million shares held each by (A) MENA Investment Trust and (B) GCC Trust. Mr. Alghani is the principal of these two trusts. It also includes 300,000 shares held by his wife.
(2)	Mr. Sunaid’s address is P.O. Box 17605, Riyadh, Kingdom of Saudi Arabia 114934.

(3)	Mr. Bu-Nuhayah’s address is P.O. Box 86602, Riyadh, Kingdom of Saudi Arabia 11632

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

None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended June 30, 2010 and 2009 were $14,250 and $8,500, respectively.

	2010		2009

Audit Related Fees	$	14,250	$	8,500
Tax Fees	$	-0-	$	-0-
All Other Fees	$	-0-	$	-0-
Out-of-Pocket Expenses	$	-0-	$	-0-
Total	$	14,250	$	8,500

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company currently does not have a designated Audit Committee, and accordingly, the Company’s Board of Directors’ policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(1) Financial Statements

Reference is made to the Index to Consolidated Financial Statements of Energy Holdings International, Inc. under Item 8 of Part II hereof.

(2) Consolidated Financial Statement Schedules

(i) Report Of Independent Registered Public Accounting Firm on Financial Statement Schedule:

M&K CPAs, PLLC, as of June 30, 2010 and the year then ended.

(3) Exhibits

Exhibit Number	Description

3.1	Articles of Incorporation, filed as an exhibit to the Company’s periodic filing on Form SB-2, filed with the Securities and Exchange Commission on February 27, 2007.
3.1.1	Articles of Amendment filed as an exhibit to the Company’s periodic filing on Form SB-2, filed with the Securities and Exchange Commission on March 18, 2009.
3.2	Bylaws, filed as an exhibit to the Company’s periodic filing on Form SB-2, filed with the Securities and Exchange Commission on February 27, 2007.
21	List of Subsidiaries (there currently are none).
24	Power of Attorney (see signature page)
10.1	Stock Purchase Agreement between the Company and the Representative of the Stockholders, effective December 29, 2008 (filed with the Securities and Exchange Commission on Form 8-K on January 5, 2009).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a)*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

- 40 -

SIGNATURES

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

By:	/s/ John Adair
John Adair, President
Date: October 13, 2010
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John W. Adair, Jalal Alghani and Gayle Coleman, and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, including among other things, all amendments thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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


/s/ John Adair
John Adair, Principal Executive Officer	October 13, 2010

/s/ Jalal Alghani
Jalal Alghani, Principal Financial Officer	October 13, 2010

/s/ John Adair
John Adair, Director	October 13, 2010

/s/ Jalal Alghani
Jalal Alghani, Director	October 13, 2010

/s/ Fahad Bu-Nuhayah
Fahad Bu-Nuhayah, Director	October 13, 2010

/s/ Khalid Al-Sunaid
Khalid Al-Sunaid, Director	October 13, 2010

/s/HH Badr Al-Saud
HH Badr Al-Saud, Director	October 13, 2010

/s/ HRH Abdullah Al-Saud
HRH Abdullah Al-Saud, Director	October 13, 2010

/s/ Randolph C. Aldridge
Randolph C. Aldridge, Director	October 13, 2010

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ENERGY HOLDINGS INTERNATIONAL, INC. - FORM 10-K - October 13, 2010

Attached files

ENERGY HOLDINGS INTERNATIONAL, INC. Reports