Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - ENERGY HOLDINGS INTERNATIONAL, INC.Financial_Report.xls
EX-31.2 - ENERGY HOLDINGS INTERNATIONAL, INC.egyh_ex312.htm
EX-31.1 - ENERGY HOLDINGS INTERNATIONAL, INC.egyh_ex311.htm
EX-32.2 - ENERGY HOLDINGS INTERNATIONAL, INC.egyh_ex322.htm
EX-32.1 - ENERGY HOLDINGS INTERNATIONAL, INC.egyh_ex321.htm


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 October 12, 2011.
 
DOCUMENTS INCORPORATED BY REFERENCE - None



 
 

 
 
Table of Contents
 
Item 9A. Controls and Procedures      4  
           
PART III     6  
           
Item 10. Directors, Executive Officers and Corporate Governance      6  
           
Signatures        10  
 
 

 
 
 
2

 
 
EXPLANATORY NOTE

On October 13, 2011, the Registrant filed its Annual Report on Form 10-K for the year ended June 30, 2011 with the Securities and Exchange Commission.  Subsequent to that filing, certain information contained in that report was found to be incorrect.

Specifically, the Registrant determined that its Consolidated Statement of Cash  Flows (“Cash Flow Statement”) was not in accordance with Accounting Standards Codification (“ASC”) 230-10-45-4 in that its Cash Flow Statement depicted changes in Cash and Cash Equivalents - Unrestricted plus Cash and Cash Equivalents – Restricted.   ASC 230-10-45-4 requires that changes to Cash and Cash Equivalents – Unrestricted only be explained.  The Registrant filed a 10-K/A correcting this error on February 23, 2012.

In addition to the above, there were certain other deficiencies in our original October 13, 2011 10-K filing such as our report failed to be signed by a majority of the board of directors, certain officers were reported as having titles which did not represent their current positions, and certain dates were incorrect.  Our filing of our Annual Report on Form 10-K/A on February 23, 2012 rectified these deficiencies.

Subsequent to our filing of the 10-K/A on February 23, 2012, the Registrant found two additional deficiencies in its Annual Report.  These deficiencies were contained in Item 9A. Controls and Procedures, in that the Registrant’s conclusion regarding its effectiveness of disclosure controls and procedures refers to June 30, 2010 rather than June 30, 2011, as it should have.

In addition to the deficiency in Item 9A, the Registrant also found a deficiency in Item 10 – Directors, Executive Officers and Corporate Governance, in that its Chief Executive Officer, John Adair was depicted as having the title of Chief Financial Officer in additional to Chief Executive Officer which is not correct.

This Amendment No. 2 on Form 10-K/A amends the Annual Report on Form 10-K/A filed on February 23, 2012, solely to amend Item 9A - Controls and Procedures, and Item 10 – Directors, Executive Officers and Corporate Governance.  Except as discussed above, no other revisions are being made to such Annual Report on Form 10-K, as amended on February 23, 2012 by our Form 10-K/A and this amendment does not reflect events occurring after the filing of the original Annual Report on Form 10-K, filed October 13, 2011.
 
 
3

 
 
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, 2011 (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, 2011 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.
 
 
4

 

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.

 
5

 
 
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  
Chairman, Chief Executive Officer (December 29, 2008 – present)  Chief Financial Officer from December 9, 2008 to September 1, 2009)
 
  2008  
       
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)
     
                 
Jalal Alghani   51  
Chief Financial Officer (September 1, 2009 – Present)
 
  2009  
       
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).      
 
 
6

 
 
Fahad Bu-Nuhayah   45  
Director since March 2009
 
  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      
                 
Khalid Al-Sunaid   38  
Director since September 2009
 
  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).      
                 
His Royal Highness Prince Abdullah Bin Bandar Abdulaziz Al-Saud   25   Director since October 2009   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)      
                 
His Highness Prince Bader Bin Abdullah Bin Mohamed Al Saud   25   Director since September 2009   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)      
                 
Randolph C. Aldridge      
Director since July, 2010
 
  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      

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.
 
 
7

 

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.
 
 
8

 
 
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.
 
 
9

 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Company caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
By:
/s/ John Adair
 
John Adair, President
 
Date: March 20, 2012
 
 
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    
John Adair, Director and Principal Executive Officer
 
March 20, 2012
 
/s/ Jalal Alghani    
Jalal Alghani, Director and Principal Financial Officer
 
March 20, 2012
 
/s/ Fahad Bu-Nuhayah    
Fahad Bu-Nuhayah, Director
 
March 20, 2012
 
/s/ Khalid Al-Sunaid    
Khalid Al-Sunaid, Director
 
March 20, 2012
 
/s/ Randolph C. Aldridge    
Randolph C. Aldridge, Director
 
March 20, 2012
 
 
 
 10