ENERGY HOLDINGS INTERNATIONAL, INC. - FORM 10-K/A

Attached files

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EX-32.2 - CERTIFICATION - ENERGY HOLDINGS INTERNATIONAL, INC.	energy_ex322.htm
EX-31.2 - CERTIFICATION - ENERGY HOLDINGS INTERNATIONAL, INC.	energy_ex312.htm
EX-32.1 - CERTIFICATION - ENERGY HOLDINGS INTERNATIONAL, INC.	energy_ex321.htm
EX-31.1 - CERTIFICATION - ENERGY HOLDINGS INTERNATIONAL, INC.	energy_ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - ENERGY HOLDINGS INTERNATIONAL, INC.	Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended June 30, 2011

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)

(832) 230-1490

(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 þ 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 þ 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 þ 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 þ 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/A or any amendment to this Form 10-K/A. þ

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	þ

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ 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: $3,502,814.

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: 31,612,109 shares as of September 12, 2011.

DOCUMENTS INCORPORATED BY REFERENCE - None

Table of Contents

		PAGE
PART I

Item 1.	Description of Business		3
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments		10
Item 2.	Properties		10
Item 3.	Legal Proceedings		10
Item 4.	RESERVED		10

PART II

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		16
Item 8.	Financial Statements and Supplementary Data		16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		31
Item 9A.	Controls and Procedures		32
Item 9B.	Other Information		33

PART III

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		38
Item 14.	Principal Accounting Fees and Services		39
Item 15.	Exhibits and Financial Statement Schedules		39
	Signatures		41

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.

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.

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.

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.

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 and two part-time employee/contractors. 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.

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 $1,773,222 for the year ended June 30, 2011, and has had accumulated losses of $2,896,574 through June 30, 2011. Through June of 2011, 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.

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

As of June 30, 2011, we had unrestricted cash of $50,964. 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.

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 31,612,109 shares were issued and outstanding as of September 22, 2011. Our board of directors and/or our executive management 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.

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.

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 agreement 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 19, 2011 and expires February 20, 2013.

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 OTC Markets under the symbol: EGYH. The following sets forth the range of high and low trades for the periods indicated.

	High		Low
Year Ended June 30, 2010
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

Year Ended June 30, 2011
Q1 - Quarter Ended September 30, 2010	$	1.01	$	0.70
Q2 - Quarter Ended December 31, 2010		0.75		0.20
Q3 - Quarter Ended March 31, 2011		0.55		0.04
Q4 - Quarter Ended June 30, 2011		1.01		0.20

Our stock has traded thinly for the periods represented. For the two years from July 1, 2009 to June 30, 2011, our stock has experienced only 58 trading days with 382,501 shares traded on those days for an average daily volume of 524 shares per day.

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

(b) Our Stockholders

As of June 30, 2011, there were approximately 198 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.

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, 2011 versus 2010

We incurred a net loss attributable to Energy Holdings International of $1,773,22 for the year ended June 30, 2011, or $0.06 per share, versus a net loss of $173,897 in the same period in 2010 ($0.01 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 $166,667 of revenue for the twelve months ended June 30, 2011 versus 1,935,748 for the same period ended June 30, 2010. All revenues resulted from 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. These revenues have decreased as a result of our changed focus on completing our Power Purchase Agreement (“PPA”) in Bangladesh.

General and Administrative Expenses - We incurred general and administrative expenses of $1,808,443 for the year ended June 30, 2011, compared to $2,202,216 for the same period in 2010, an 18% reduction, owing from our streamlined operations during the current year versus 2010.

Depreciation – depreciation expense increased for the year ended June 30, 2011 versus the same period in 2010 ($34,182 and $12,819, respectively) owing to our taking a full year of depreciation during the year ended June 30, 2011 versus only a partial year for the same period in 2010.

Liquidity and Capital Resources

As of June 30, 2011, we had unrestricted cash and cash equivalents totaling $50,964.

Net cash used in operating activities was $695,974 for the twelve months ended June 30, 2011 compared to net cash provided by operating activities of $333,358 for the same period in 2010. This change is a result of a shifting of focus from providing consulting services to completing the PPA on our Bangladesh project.

Cash flows used in investing activities was zero during the year ended June 30, 2011, but was $121 for the same period in 2010, due to the purchase of fixed assets during 2010 for which we had no equivalent purchases for the year ended June 30, 2011. This purchase was offset by cash acquired during 2010 when we acquired our subsidiary in Dubai.

Cash flows provided by financing activities was $387,859 for the twelve months ended June 30, 2011 compared to zero for the twelve months ended June 30, 2010. This difference is a result of our focus change from consulting (which provided cash flows from operations for the year ended June 30, 2010) to completing our PPA on our Bangladesh project (activities which do not provide cash flows from operations).

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.

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.

At June 30, 2011, we had a derivative liability of $119,643 included as a level 3 liability. See Note 7 for a discussion of this derivative liability.

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.

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/A.

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, 2011 and 2010 and the related consolidated statements of operations, stockholders' equity (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, 2011 and 2010 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 2 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

October 11, 2011

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	Year Ended June 30,
	2011			2010

ASSETS

Cash and equivalents – unrestricted	$	50,964		$	359,079
Cash and equivalents – restricted		40,030			-
Prepaid expenses and advances to employees		4,083			17,423
Total current assets		95,077			376,502

Property, Plant and Equipment, net of accumulated depreciation of $11,620 and $12,819 at June 30, 2011 and 2010, respectively		33,123			67,314
Deposits		8,181			8,181
Total non-current assets		41,304			75,495

TOTAL ASSETS	$	136,381		$	451,997

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued liabilities	$	167,452		$	25,277
Accounts payable - related party		241,128			-
Short-term notes payable, net of discount of $15,620 and zero		27,662			-
Derivative liability		119,643			-
Deferred Revenue		299,975			166,667
Total current liabilities		855,860			191,944

TOTAL LIABILITIES		855,860			191,944

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock - $0.10 par value: 25,000,000 shares authorized; none issued and outstanding at June 30, 2011 or 2010.		-			-
Common stock, $0.001 par value; 100 million shares authorized, 31,612,109 and 29,662,109 shares issued and outstanding at June 30, 2011 and 2010, respectively		31,612			29,662
Additional paid in capital		1,955,483			1,303,743
Common stock committed		190,000			50,000
Accumulated deficit		(2,896,574	)		(1,123,352	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(719,479	)		260,053

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	136,381		$	451,997

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

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended June 30,
	2011			2010

REVENUES
Consulting revenues	$	166,667		$	1,833,329
Consulting revenues - related party		-			102,419
TOTAL REVENUES		166,667			1,935,748

OPERATING EXPENSES
General and administrative expenses		1,808,443			2,202,216
Depreciation		34,182			12,819
Total operating expenses		1,842,625			2,215,035

NET LOSS FROM OPERATIONS		(1,675,958	)		(279,287	)

OTHER INCOME/(EXPENSE)
Gain on acquisition of subsidiary		-			105,390
Loss on derivative liability		(344,016	)		-
Change in fair value of derivative liability		246,722			-
Interest income		30			-
Total other income/(expense)		(97,264	)		105,390

Net loss	$	(1,773,222	)	$	(173,897	)

Net loss per share - basic and diluted	$	(0.06	)	$	(0.01	)
Weighted average number of shares outstanding		30,405,671			24,552,642

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

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

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

Balance at July 1, 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

Shares issued for services		1,650,000		1,650		422,850								424,500
Shares issued for cash		300,000		300		199,700								200,000
Grant of warrants for services						23,831								23,831
Stock commitment for cash								140,000						140,000
Related-party cash contribution						5,359								5,359
Loss for the period											(1,773,222	)		(1,773,222	)

Balance at June 30, 2011		31,612,109	$	31,612	$	1,955,483	$	190,000		$	(2,896,574	)	$	(719,479	)

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

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended June 30,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss)	$	(1,773,222	)	$	(173,897	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		34,182			12,819
Amortization of debt discount		6,729			-
Loss on derivative		344,016			-
Change in fair value of derivative		(246,722	)		-
Gain on purchase of subsidiary		-			(105,390	)
Stock based compensation		448,331			411,500
Common stock committed for services		-			50,000
Compensating balance restriction		(40,030	)		-

Change in operating assets and liabilities:
Deposits, prepaid expenses and other current assets		13,340			3,031
Accounts payable and accrued liabilities		142,966			10,393
Deferred revenues		133,308			134,225
Related party payables		241,128			(9,323	)
Net cash provided by / (used in) operations		(695,974	)		333,358

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
Proceeds from notes payable		42,500			-
Related-party cash contributions		5,359			-
Common stock committed for cash		140,000			-
Sales of common stock		200,000			-
Net cash provided by/(used in) financing activities		387,859			-

Net change in cash and equivalents		(308,115	)		333,479
Cash and equivalents, beginning of period		359,079			25,600
Cash and equivalents, end of period	$	50,964		$	359,079

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

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITES
Sales of fixed assets in exchange for retirement of debt	$	-		$	16,976

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

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 company that also provides consulting services and is 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, no definitive agreements or arrangements have been finalized.

The Company has consolidated the accounts of Energy Holdings International – Middle East/North Africa DMCC (“EHII – MENA”), formerly Advance Energy DMCC, a firm in Dubai, United Arab Emirates, into its financial statements.

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 are no cash equivalents at June 30, 2011 or 2010. At June 30, 2011, we had $40,030 on deposit with a financial institution as a compensating balance to cover our usage of credit cards for travel. We are prohibited from using these funds until such time as the institution releases us from the obligation to retain these funds at their bank.

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.

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, extraordinary 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, 2011 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.

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.

At June 30, 2011, we had a derivative liability of $119,643 included as a level 3 liability. See Note 7 for a discussion of this derivative liability.

As is discussed in Note 3 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 3.

NOTE 2. 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 plans to finance our continuing operations by selling equity in our Bangladesh project. As discussed in Note 11, subsequent to the balance sheet date, we sold 35% of the equity in our Bangladesh power plant project for $4.3 million. Management also may finance continuing operations through additional sales of common stock or issuance of debt.

NOTE 3. 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

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 the year ended June 30, 2010.

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

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

Operating expenses:
General and administrative expenses		2,202,216			66,789		1		2,269,005
Depreciation		12,819			39,514		1		52,333
Total expenses		2,215,035			106,303				2,321,338

Income (loss) from operations		(279,287	)		(126,565	)			(405,852	)

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

Net income (loss)		(173,897	)						(300,462	)

Weighted average shares outstanding - basic and diluted		24,552,642			100,000		3		24,652,642
Net loss per share - basic and diluted	$	(0.01	)						(0.01	)

Adjustments:

1.	Inclusion of subsidiary.

2.	Removal of intercompany and related-party items.

3.	Shares issued to acquire subsidiary

NOTE 4. RELATED PARTY TRANSACTIONS

During the years ended June 30, 2011 and 2010, we accrued and paid the following to our officers:

	Year Ended June 30,
	2011			2010
Net due at beginning of period	$	-		$	-
Accrued		312,000			446,000
Paid		(101,000	)		(446,000	)
Net due at end of period	$	211,000		$	-

As of June 30, 2011 and 2010, the Company owed $12,628 and $9,323, respectively to related parties who paid expenses on behalf of the company.

In January, 2011, we issued 500,000 shares to three sons of our Chief Executive Officer to serve as advisors to the board of directors. We valued the shares at the closing price on the date of agreement and charged general and administrative expense with $255,000.

Our Chief Executive Officer, John Adair, contributed $5,359 in cash on March 16, 2011.

Our Chief Executive Officer, John Adair, his sons (who are consultants), and our Chief Executive Officers (and daughter who is a consultant), are collectively owed $257,128 in salaries and cash contributions made into the Company.

On March 15, 2011, we issued 200,000 common shares to John Adair, out Chief Executive Officer, and 100,000 shares to Jalal Al Ghani, Our Chief Financial Officer. We valued the shares at the closing price on the grant date ($0.04) and charged general and administrative expenses with $12,000.

On May 22, 2011, we entered into a stock subscription agreement with a member of our board of directors to sell 1 million shares for $140,000. As of June 30, 2011, these shares had not been issued and are included in Common Stock Committed.

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

At June 30, 2011 and 2010, our property, plant and equipment consisted of the following:

	June 30,
	2011			2010

Furniture and fixtures	$	37,150		$	37,151
Office equipment		7,593			7,594
Leasehold improvements		-			35,388
Property, plant and equipment at cost		44,743			80,133
Less: accumulated depreciation		(11,620	)		(12,819	)
Property, plant and equipment (net)	$	33,123		$	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 assets for our Houston office with cash.

Leasehold improvements in Dubai are amortized over the remaining life of the lease in our Dubai office and were fully amortized during the year ended June 30, 2011. Since our lease in Dubai has expired and we have renewed the lease for two years, the original $35,388 and the offsetting accumulated depreciation have been removed.

NOTE 6. 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,
	2011			2010


Deferred tax asset (NOL at estimated 35% marginal rate)		750,853			145,017
Less: reserve		(750,853	)		(145,017	)
Net deferred tax asset		-			-

The components of income tax expense are as follows:

Current federal tax		-			-
Current state tax		-			-
Change in NOL benefit		(605,836	)		(113,344	)
Change in valuation allowance		605,836			113,344
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, 2011 or 2010.

NOTE 7. NOTES PAYABLE

On April 7, 2011, we issued a convertible promissory note in the amount of $42,500 in exchange for cash. The note bears interest at 8% and matures January 11, 2012, with interest due on any defaulted balances after the maturity date at 22%.

The promissory note can be converted into common stock according to the following terms:

·	Period of conversion eligibility: October 4, 2011 until fully paid.

·	Conversion price: 58% of the average of the lowest three days’ closing price during the previous 10 trading days leading up to the date of conversion.

We valued the beneficial conversion feature at $22,349 using a Monte Carlo Simulation Analysis with the following inputs:

·	Asset volatility (using seven comparable publicly-traded companies): 161.7%

·	Risk-free rate: 0.12%

In addition to the effect of the beneficial conversion feature, their variability taints the 500,000 warrants issued on March 1, 2011 (the “March 1 Warrants”) (See Note 8). The derivative value of those March 1 warrants is calculated using the Black-Scholes model with the following inputs and values:

Measurement date	03/07/11			06/30/11
Number of warrants		500,000			500,000
Stock price	$	0.70		$	0.20
Exercise price	$	0.50		$	0.50
Volatility		464.16	%		472.75	%
Discount rate		0.27	%		0.19	%
Fair value of March 1 Warrants		343,906			97,184

NOTE 8. STOCKHOLDERS' EQUITY

Common stock

At June 30, 2011 and 2010, the Company had 100 million shares of authorized common stock, $.001 par value, with 31,612,109 and 29,662,109 common shares issued and outstanding, respectively.

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 3. 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 3.

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

During the three months ended September, 2010, we issued 100,000 restricted shares to a director. We valued the shares at the closing price on the grant date ($0.85 per share) and charged general and administrative expenses with $85,000.

In January, 2011, we issued 500,000 shares to three sons of our Chief Executive Officer to serve as consultants to the board of directors. We valued the shares at the closing price on the date of agreement and charged general and administrative expense with $255,000.

Also in January, 2011, we issued 200,000 shares in exchange for $100,000 in cash to an accredited investor.

In March 2011, we issued 100,000 additional shares to an accredited investor for $100,000 in cash.

Also in March, 2011, we issued 200,000 shares to John Adair, our Chief Executive Officer and 100,000 shares to our Chief Financial Officer as additional compensation. We valued the shares at the closing price on the date of issuance and charged general and administrative expense with $12,000.

Also in March, 2011, we issued 750,000 shares to two consultants for services. We valued the shares at the closing price on the grant date and charged general and administrative expense with $72,500.

On March 1, 2011, we granted 500,000 one-year warrants to a consultant for services with a strike price of $0.50. We valued these warrants using the Black-Scholes option pricing model and recorded an increase in Additional Paid in Capital and a corresponding charge to consulting expense in the amount of $23,831. As inputs to the valuation model, we used the following: volatility: 480.79%; stock price on grant date: $0.05; risk-free capital rate: 0.25%.

Preferred stock

At June 30, 2011 and 2010, 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 and other dilutive securities

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.

Convertible securities outstanding

At June 30, 2011 we had outstanding 500,000 warrants issued in connection with our consulting agreement on March 1, 2011 (see above in this Note). The warrants expire March 1, 2012.

Derivative liability

On April 7, 2011, we issued a $42,500 convertible promissory note for $42,500 in cash. The note can be converted beginning October 4, 2011 into common stock at 58% of the lowest three days’ closing prices of the 10 days previous to the conversion.

See Note 7 for a discussion of the value of this beneficial conversion feature.

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.

NOTE 9. CONSULTING REVENUES

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.

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 years ended June 30, 2011 and 2010, we recognized $166,667 and $1,833,333, respectively.

NOTE 10. SUBSEQUENT EVENTS

On July 21, 2011, we signed an agreement with PriSe Power and Energy Limited (“PriSe”), a local Bangladesh company, to sell 25% of our yet-to-be-formed subsidiary which will own the rights to the 450 MW combined-cycle power plant in Bangladesh (the “Bangladesh subsidiary”) in exchange for $4 million upon obtaining the Power Purchase Agreement (“PPA”) . In addition, PriSe has agreed to complete the PPA and Implementation Agreement for the project and obtain all necessary approvals with the controlling authorities within the government of Bangladesh as partial EHII compensation for the 25% interest in the project.

On August 21, 2011, we sold to a private investor in Saudi Arabia an additional 10% interest in the Bangladesh subsidiary for $1 million in cash. We received an advance payment against that agreement on August 21, 2011 of $300,000.

The Company has evaluated subsequent events through the date these financial statements were issued. No subsequent events were noted.

NOTE 11. COMMITMENTS AND CONTINGENCIES

Payouts on our existing office leases in Dubai and Houston over the next four years are as follows:

2011	$	132,653
2012		117,162
2013		49,098
2014		49,098
Total	$	348,012

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.

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, 2011. 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, 2011.

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	69	· 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

Jalal Alghani	51	· 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	45	· 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	38	· 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	25	· 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

His Highness Prince Bader Bin Abdullah Bin Mohamed Al Saud	25	· 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 · President – Koch Oil Co. US and Koch International 1995 to 1998 · 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.

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, 2011 and 2010, to our corporate officers.

SUMMARY COMPENSATION TABLE
	Year Ended June 30,	Base Compensation		Stock Awards		Total Compensation


John Adair	2011	$	257,000	$	8,000	$	265,000
Chairman and CEO	2010		206,000		-		206,000

Jalal Al Ghani	2011	$	250,469	$	4,000	$	254,469
Chief Financial Officer	2010		240,000		-		240,000

The above compensation amounts include amounts paid and accrued. However, not all compensation amounts have been paid at June 30, 2011. At that date, Messrs. Adair and Al Ghani are collectively owed $211,000 in salaries.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards at June 30, 2011.

Employment Contracts

On January 1, 2011, the Company entered into consulting agreements with our Chief Executive Officer, and with Jalal Al Ghani, Our Chief Financial Officer, to formalize the Company’s arrangement. The term of the contract is four years unless terminated by either party. Compensation for both Messrs. Adair and Al Ghani are set at $20,000 per month and can be paid either in cash or restricted stock at the option of Messrs. Adair and Al Ghani.

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 September 12, 2011 we had 31,612,109 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of September 12, 2011, 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.

Name	Current Title	Shares Beneficially Owned		Percent of Class
John Adair	Chairman, CEO		3,900,000		12.3	%
Jalal Al Ghani(1)	CFO, Vice Chairman		5,600,000		17.7	%
Khalid Al Sunaid(2)	Director		3,900,000		12.3	%
Fahad Bu-Nuhayah3	Director		2,600,000		8.2	%
HH Prince Bader Al Saud	Director		1,500,000		4.7	%
HRH Prince Abdullah Bin A. Al Saud	Director		2,000,000		6.3	%
Randolph Aldridge	Director		100,000		0.3	%
All officers and directors as a group			19,600,000		62.0	%

(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, 2011 and 2010 were $16,100 and $14,250, respectively.

	2011		2010

Audit Related Fees	$	16,100	$	14,250
Tax Fees	$	-0-	$	-0-
All Other Fees	$	-0-	$	-0-
Out-of-Pocket Expenses	$	-0-	$	-0-
Total	$	16,100	$	14,250

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, 2011 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.
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*

101.DEF		XBRL Taxonomy Extension Definition Link base Document
101.INS		XBRL Instance Document
101SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Link base Document
101.LAB		XBRL Taxonomy Extension Label Link base Document
101.PRE		XBRL Taxonomy Extension Presentation Link base Document
101.DEF		XBRL Taxonomy Extension Definition Link base Document

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.

Date: February 22, 2012	By:	/s/ John Adair
		John Adair,
		President

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 re-substitution, 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/A 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	February 22, 2012
John Adair,
Director and Principal Executive Officer

/s/ Jalal Alghani	February 22, 2012
Jalal Alghani
Director and Principal Financial Officer

/s / Fahad Bu-Nuhayah	February 22, 2012
Fahad Bu-Nuhayah, Director

/s/ Khalid Al-Sunaid	February 22, 2012
Khalid Al-Sunaid, Director

/s/ Randolph C. Aldridge	February 22, 2012
Randolph C. Aldridge, Director

ENERGY HOLDINGS INTERNATIONAL, INC. - FORM 10-K/A - February 23, 2012

Attached files

ENERGY HOLDINGS INTERNATIONAL, INC. Reports