UNITED STATES


SECURITIES AND EXCHANGE COMMISSSION


WASHINGTON, D.C. 20549





Amendment No. 2 to


FORM 10-K





x   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:


For the fiscal year ending December 31, 2010





 ̈  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:


For the transition period from   _________ to _________





Commission file number: 333-124704





ENVIRONMENTAL INFRASTRUCTURE HOLDINGS


CORP.





(Exact name of registrant as specified  in its charter)





Delaware

32-0294481(State or other jurisdiction of incorporation

(I.R.S. Employeror organization)

Identification No.)





Four Tower Bridge


200 Barr Harbor Drive, Ste. 400


West Conshohocken, PA  19428





(Address of Principal executive offices)





Issuer’s telephone number: (866) 629-7646





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




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


Common Share, Par Value, $.0001


(Title of Class)





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





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





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





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x Yes   ̈ No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈





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





Large accelerated filer  ̈
Accelerated filer  ̈Non-accelerated filer   ̈  (Do not check if a smaller reporting company)
Smaller reporting company  x





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





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 price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $2,293,574 on June 30, 2010





Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date. There were 78,390,526 shares of the Company's common stock outstanding on May 4, 2011.





DOCUMENTS INCORPORATED BY REFERENCE:  EIHC 10K/A filed on May 4, 2011.







EXPLANATORY NOTE




The purpose of this Amended Annual Report of Form 10K/A for the period ended December 31, 2010 is to amend Item 9A(t), Controls and Procedures.




The Amended Item has been amended and restated in its entirety to respond to comments issued by the Securities and Exchange Commission.  We are only amending and refiling those parts of the latest 10K filing dated May 4, 2011 that have been changed.  This Amended Filing does not affect the Company’s consolidated financial statements for any period.  This Amended Filing does not reflect events occurring after the 10K Filing dated May 4, 2011 or modify or update those disclosures affected by subsequent events.  Information not affected by this Amended Filing is unchanged and reflects disclosure made at the time of the Original Filing.  This Amended Filing should be read in conjunction with the 10K Filing dated May 4, 2011, and the filings made with the Securities and Exchange Commission subsequent to the 10K Filed on May 4, 2011, including any amendments to such filings.




Item 9A(T).    CONTROLS AND PROCEDURES





Disclosure Controls and Procedures





Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K, has concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.





Management’s Report on Internal Control Over Financial Reporting





Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in our annual report on Form 10-K.  The financial statements were prepared in conformity with generally accepted accounting principles appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates.   Financial information in this annual report on Form 10-K is consistent with that in the financial statements.





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 (“Exchange Act”).  The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.  Our internal control over financial reporting is supported by a program of reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by our Company’s Board of Directors, applicable to all Company Directors and all officers and employees of our Company and subsidiaries. Our internal control over financial reporting includes those policies and procedures that:





·      pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of EIHC;





·      provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of EIHC are being made only in accordance with authorizations of management and directors of EIHC; and





2





·      provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of EIHC’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management, with the participation of our chief executive officer/chief financial officer, performed an evaluation of our internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) and concluded that our internal controls over financial reporting were effective as of December 31, 2010, and for the period then ended.





Changes in Internal Controls over Financial Reporting





During the first quarter of our fiscal year, and subsequently, we instituted additional levels of review over financial reporting and have retained the services of additional financial professionals with the requisite background and experience that will coordinate and be responsible for our disclosure controls and procedures. There were no other changes in internal controls over financial reporting which materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





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