SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 [x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
Quarterly period ended   March 31, 2009
 
 []
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 Commission
File No. 0-52631
 
 ENERGY
HOLDINGS INTERNATIONAL, INC.
 (Exact
Name of Registrant as specified in its charter)
 
 Nevada
              52-2404983(State
      or other jurisdiction
              (IRS
      Employer File Number)of
      incorporation)
 
 2101 N.W.
Boca Raton Blvd
 Suite
260
 Boca
Raton, FL  33431
 (Address
of principal executive offices)  (zip code)
 
 (561)
400-1050
 (Registrant's
telephone number, including area code)
 
 GREEN
ENERGY HOLDING CORP.
 (former
name, former address and former year end  if changed from last
report)
 
 
 Indicate
by check mark whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90
days.    Yes [X]  No [ ]
 
 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(Section 232.405 of
this chapter) during the preceding 12 months(or such shorter period that the
registrant was required to submit and post such files. Yes []  No [
]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small 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 Exchange Act)  Yes []    No
[X]
  The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date: May 10, 2009 was 15,476,409.
  
  FORM 10-Q
 Energy
Holdings International, Inc.
 
 
 
 TABLE
OF CONTENTS
 
 
 PART
      I  FINANCIAL INFORMATION
                                                3ITEM
      2.   MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
      OPERATION
                                                10ITEM
      3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.
                                                12ITEM
      4. CONTROLS AND PROCEDURES
                                                12PART
      II.  OTHER INFORMATION
                                                12ITEM
      1.  LEGAL PROCEEDINGS
                                                12ITEM
      1A. RISK FACTORS
                                                12ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
                                                12ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES
                                                13ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                                                13ITEM
      5.  OTHER INFORMATION
                                                14ITEM
      6.  EXHIBITS
                                                14SIGNATURES
                                                15
 
 
 -
2 -
  
  PART I  FINANCIAL INFORMATION
 
 References
in this document to "us," "we," or "Company" refer to ENERGY HOLDINGS
INTERNATIONAL, INC. and its subsidiary.
 
 ITEM
1.  FINANCIAL STATEMENTS
 
 ENERGY
HOLDINGS INTERNATIONAL, INC.
 (Formerly
Green Energy Holdings Corp.)
 (A
Development Stage Company)
 BALANCE
SHEETS
 
 March
      31, 2009
                                                
                                                
                                                June
      30, 2008(Unaudited)ASSETSCurrent
      assetsCash
      and equivalents
                                                
                                                $
                                                260
                                                
                                                
                                                $
                                                57Total
      current assets
                                                
                                                
                                                260
                                                
                                                
                                                
                                                57Fixed
      assets – net
                                                
                                                
                                                -
                                                
                                                
                                                
                                                276TOTAL
      ASSETS
                                                
                                                $
                                                260
                                                
                                                
                                                $
                                                333LIABILITIES
      AND STOCKHOLDERS' EQUITY/(DEFICIT)Current
      liabilitiesAccrued
      payables
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                41,614Related-party
      payables
                                                
                                                
                                                -
                                                
                                                
                                                
                                                18,000Interest
      payable
                                                
                                                
                                                -
                                                
                                                
                                                
                                                4,796Notes
      payables - related parties
                                                
                                                
                                                -
                                                
                                                
                                                
                                                13,000Notes
      payable
                                                
                                                
                                                -
                                                
                                                
                                                
                                                15,000Total
      current liabilities
                                                
                                                
                                                -
                                                
                                                
                                                
                                                92,410TOTAL
      LIABILITIES
                                                
                                                
                                                -
                                                
                                                
                                                
                                                92,410STOCKHOLDERS'
      EQUITY / (DEFICIT)Preferred
      stock, $0.10 par value; 25 million shares authorized, none issued and
      outstanding at March 31, 2009 or June 30, 2008
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Common
      stock, $0.001 par value; 100 million shares authorized, 15,476,409 and
      1,106,109 shares issued and outstanding at March 31, 2009 and June 30,
      2008, respectively
                                                
                                                
                                                15,476
                                                
                                                
                                                
                                                1,106Common
      stock committed
                                                
                                                
                                                11,586
                                                
                                                
                                                
                                                -Additional
      paid in capital
                                                
                                                
                                                891,343
                                                
                                                
                                                
                                                675,836Deficit
      accumulated during the development stage
                                                
                                                
                                                (918,145
                                                )
                                                
                                                
                                                (769,019
                                                )TOTAL
      STOCKHOLDERS' EQUITY / (DEFICIT)
                                                
                                                
                                                260
                                                
                                                
                                                
                                                (92,077
                                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                
                                                $
                                                260
                                                
                                                
                                                $
                                                333
  The
accompanying notes are integral to these financial statements.
  -
3 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 RESULTS
OF OPERATIONS
 (Unaudited)
 
 Nine
      Months Ended
                                      March
      31,
                                    
                                    
                                    Three
      Months Ended
                                      March
      31,
                                    
                                    
                                    Inception
                                      (10/14/03)2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008
                                    
                                    
                                    to
      03/31/09REVENUES
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,000OPERATING
      EXPENSESDepreciation
                                    
                                    
                                    276
                                    
                                    
                                    
                                    168
                                    
                                    
                                    
                                    164
                                    
                                    
                                    
                                    56
                                    
                                    
                                    
                                    1,120Research
      and development
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    307General
      and administrative
                                    
                                    
                                    146,176
                                    
                                    
                                    
                                    27,969
                                    
                                    
                                    
                                    58,855
                                    
                                    
                                    
                                    7,167
                                    
                                    
                                    
                                    897,730Write
      offs
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    10,621146,452
                                    
                                    
                                    
                                    28,137
                                    
                                    
                                    
                                    59,019
                                    
                                    
                                    
                                    7,223
                                    
                                    
                                    
                                    909,778Income
      (loss) from operations
                                    
                                    
                                    (146,452
                                    )
                                    
                                    
                                    (28,137
                                    )
                                    
                                    
                                    (59,019
                                    )
                                    
                                    
                                    (7,223
                                    )
                                    
                                    
                                    (899,778
                                    )OTHER
      INCOME AND EXPENSEInterest
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    621Interest
      expense
                                    
                                    
                                    (2,674
                                    )
                                    
                                    
                                    (2,337
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (889
                                    )
                                    
                                    
                                    (18,988
                                    )NET
      INCOME (LOSS)
                                    
                                    $
                                    (149,126
                                    )
                                    
                                    $
                                    (30,474
                                    )
                                    
                                    $
                                    (59,019
                                    )
                                    
                                    $
                                    (8,112
                                    )
                                    
                                    $
                                    (918,145
                                    )Loss
      per share, basic and diluted
                                    
                                    $
                                    (0.03
                                    )
                                    
                                    $
                                    (0.03
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.01
                                    )Weighted
      average no. of shares outstanding
                                    
                                    
                                    5,931,308
                                    
                                    
                                    
                                    1,106,109
                                    
                                    
                                    
                                    15,476,409
                                    
                                    
                                    
                                    1,106,109
 
 The
accompanying notes are integral to these financial
statements.
  -
4 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 CHANGES
IN SHAREHOLDERS’ EQUITY (DEFICIT)
 From
June 30, 2008 to March 31, 2009
 (Unaudited)
 
 Capital
      StockShares
                            
                            
                            Par
      Value
                            
                            
                            Additional
      Paid
                              In
      Capital
                            
                            
                            Common
                              Stock
      Payable
                            
                            
                            Accumulated
                              Deficit
      During
                              the
      Development Stage
                            
                            
                            Total
                              Stockholders'
                              EquityBalance,
      June 30, 2008
                            
                            
                            1,106,109
                            
                            
                            $
                            1,106
                            
                            
                            $
                            675,836
                            
                            
                            $
                            -
                            
                            
                            $
                            (769,019
                            )
                            
                            $
                            (92,077
                            )Shares
      issued for cash
                            
                            
                            14,370,300
                            
                            
                            
                            14,370
                            
                            
                            
                            160,630
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            175,000Expenses
      paid by related party
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            66,463
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            66,463Common
      stock committed to be issued
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (11,586
                            )
                            
                            
                            11,586
                            
                            
                            
                            
                            
                            
                            
                            -Net
      loss, nine months ended March 31, 2009
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (149,126
                            )
                            
                            
                            (149,126
                            )Balance,
      March 31, 2009
                            
                            
                            15,476,409
                            
                            
                            $
                            15,476
                            
                            
                            $
                            891,343
                            
                            
                            $
                            11,586
                            
                            
                            $
                            (918,145
                            )
                            
                            $
                            260
 
 The
accompanying notes are integral to these financial statements.
  -
5 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 Nine
      Months Ended March 31,
                                  
                                  
                                  Inception2009
                                  
                                  
                                  2008
                                  
                                  
                                  (10/14/03)
      to 03/31/09CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                  
                                  $
                                  (149,126
                                  )
                                  
                                  $
                                  (30,174
                                  )
                                  
                                  $
                                  (918,145
                                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Depreciation
                                  
                                  
                                  276
                                  
                                  
                                  
                                  168
                                  
                                  
                                  
                                  1,120Change
      in operating assets and liabilities:Accrued
      payables
                                  
                                  
                                  (61,410
                                  )
                                  
                                  
                                  9,853
                                  
                                  
                                  
                                  49,026Receivables
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (621
                                  )Related-party
      payables
                                  
                                  
                                  (18,000
                                  )
                                  
                                  
                                  18,450
                                  
                                  
                                  
                                  51,174Write
      offs
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  10,621Note
      discount
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Compensatory
      stock issuances
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  14,351Net
      cash used in operating activities
                                  
                                  
                                  (228,260
                                  )
                                  
                                  
                                  (1,703
                                  )
                                  
                                  
                                  (792,474
                                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases
      of fixed assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,120
                                  )Loans
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (10,000
                                  )Net
      cash used in investing activities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (11,120
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESNotes
      payable, related party - borrowings
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  60,000Notes
      payable, related party - payments
                                  
                                  
                                  (13,000
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (60,000
                                  )Sales
      of common stock
                                  
                                  
                                  175,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  727,391Options
      issuance
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  10,000Expenses
      paid by related party
                                  
                                  
                                  66,643
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  66,643Net
      cash provided by/(used in) financing activities
                                  
                                  
                                  228,463
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  803,854Net
      change in cash and equivalents
                                  
                                  
                                  203
                                  
                                  
                                  
                                  (1,703
                                  )
                                  
                                  
                                  260Cash
      and equivalents, beginning of period
                                  
                                  
                                  57
                                  
                                  
                                  
                                  1,741
                                  
                                  
                                  
                                  -Cash
      and equivalents, end of period
                                  
                                  
                                  260
                                  
                                  
                                  
                                  38
                                  
                                  
                                  
                                  260SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid for interest
                                  
                                  
                                  4,796
                                  
                                  
                                  
                                  1,032
                                  
                                  
                                  
                                  15,417Cash
      paid for income taxes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
  The
accompanying notes are integral to these financial statements.
  -
6 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 (Formely
Green Energy Holdings Corp.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
   NOTE 1. ORGANIZATION,
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
 Energy
Holdings International, Inc. (the “Company”), was incorporated in the State of
Nevada on November 30, 2006 as a successor corporation to Green Energy Corp.
which was incorporated in the State of Colorado on October 14, 2003. Green
Energy Corp. acquired Green Energy Holding Corp. on December 18,
2006.
 
 On March
10, 2009, the Company amended the Articles of Incorporation to change its name
from Green Energy Holding Corp. to Energy Holdings International,
Inc.
 
 The
Company is a holding corporation currently exploring various opportunities in
the energy area.
  Basis of
Presentation
 
 The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year.
 
 All of
the Company’s accounting policies are not included in this Form
10-Q.  A more comprehensive set of accounting policies adopted by the
Company are included on our Form 10-K as of June 30, 2008 and are herein
incorporated by reference.
  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 March 31, 2009 and June 30, 2008.
  Accounts
receivable
 
 The
Company reviews accounts receivable periodically for collectibility and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.  There were no accounts receivable as of March 31,
2009 or June 30, 2008.
  Property and
equipment
 
 Property
and equipment are recorded at cost and depreciated under accelerated methods
over each item's estimated useful life, which is five years for vehicles,
computers and other items.
  Revenue
recognition
 
 Revenue
is recognized on an accrual basis after services have been performed under
contract terms, the event price to the client is fixed or determinable, and
collectibility is reasonably assured. Standard contract policy calls for partial
payment up front with balance due upon receipt of final
billing.
  -
7 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 (Formely
Green Energy Holdings Corp.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  
  NOTE 1. ORGANIZATION,
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
  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.
  Income
tax
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards 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.
  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.
  Financial
Instruments
 
 The
carrying value of the Company’s financial instruments, including cash and cash
equivalents and accrued payables, as reported in the accompanying balance sheet,
approximates fair value.
  NOTE 2. CHANGE OF
CONTROL
  On
December 29, 2008 the Company completed a stock purchase agreement with outside
investors, selling the investors 14,370,300 common shares for $175,000 in cash.
In addition, current Company shareholders transferred an additional 575,000
common shares to the outside investors, leaving the outside investors with
approximately 96.5% of the Company’s issued and outstanding common
shares.   Pursuant to the terms of the Agreement, immediately
following the closing, the Company had no financial obligations to any third
parties.   The purchase price was negotiated between the parties
and has no bearing of the price of the Company’s common stock.  The
sale of common stock was made to unrelated third parties.
 
 As part
of the change of control and recapitalization of the Company, we committed to
issuing an additional 11,585,700 shares.  After issuing these shares,
the Company will have 27,062,109 shares outstanding and will have issued
25,956,000 shares to affect the change in control.
  -
8 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 (A
Development Stage Company)
 (Formely
Green Energy Holdings Corp.)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
  NOTE 3. GOING
CONCERN
 
 As shown
in the accompanying financial statements, the Company incurred net losses of
$149,126 for the nine months ended March 31, 2009 and has an accumulated deficit
of $918,145 as of March 31, 2009. These conditions create an uncertainty as to
the Company’s ability to continue as a going concern. Management is trying to
raise additional capital through various funding arrangements. If the Company is
unable to successfully obtain additional financing, it will not have sufficient
cash to continue operations.  As of March 31, 2009, the Company had
$260 in cash and cash equivalents.
 
 The
financial statements do not include any adjustment that might be necessary if
the Company is unable to continue as a going concern.
 
 NOTE 4. CAPITAL
STRUCTURE
 
 On March
10, 2009, the Company amended its Articles of Incorporation to increase the
number of authorized shares to 100 million shares of $0.001 par-value common
stock and 25 million shares of $0.001 par-value preferred stock.
 
 As of
March 31, 2009, the Company had 15,476,409 shares of common stock outstanding
and no preferred shares outstanding.
 
 During
the three months ended March 31, 2009, certain shareholders paid administrative
expenses on behalf of the company in the amount of $66,463.  These
amounts were recorded as general and administrative expenses and capital
contributed.
 
 As is
more fully discussed in Note 2, as part of the change of control and
recapitalization of the Company, we committed to issuing an additional
11,585,700 shares.
 
 There
were no options, warrants or other potentially dilutive securities outstanding
at March 31, 2009.
  -
9 -
   ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION
 
 The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.
  Forward-Looking
Statements
  This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements.  Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management.  Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements.  These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such
forward-looking  statements.  Unless required by law, we
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, or
otherwise.  However, readers should carefully review the risk factors
set forth herein and in other reports and documents that we file from time to
time with the Securities and Exchange Commission, particularly the Annual
Reports on Form 10-KSB, Quarterly reports on Form 10-Q and any Current Reports
on Form 8-K.
  Overview and
History
 
 Green
Energy Corp., originally organized as a Colorado corporation, organized under
the laws of the State of Colorado and 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 with the Colorado Division of
Securities (the "Division"), Denver, Colorado, a Limited Registration Offering
Statement under cover of Form RL pursuant to the Colorado Securities Code,
relating to a proposed offering of up to 1,800,000 Common Shares of the Company.
The Registration was declared effective by the Division on January 21, 2004. The
offering was closed on June 29, 2004. Old Green Energy raised $263,850 and sold
a total of 527,700 shares in the offering.
  In
December, 2006, Old Green Energy structured a transaction, which is commonly
referred to as a “change of domicile.” In connection with this transaction, a
new corporation was formed under the laws of the State of Nevada with the name
GREEN ENERGY HOLDING CORP. (the “Company”). Thereafter, Old Green Energy merged
into the Company, which became the surviving corporation. The stockholders of
the Company received the same number of shares they previously held in Old Green
Energy. The Company succeeded to the business of Old Green Energy as its sole
line of business.
 
 On
December 28, 2008, the Company entered into a Stock Purchase Agreement (the
“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.
 
 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.
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10 -
  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. This approach is summarized as
follows:
 
 *
              Develop
      production capacity using our licensed technology;*
              Acquire
      dormant industrial facilities with adaptable infrastructure for conversion
      to alternative energy production;*
              Adopt
      a flexible feedstock approach to plant development enabling use of various
      feedstocks, where applicable;*
              Employ
      a sector strategy to expansion by focusing on the forests products
      industry, a prolific provider of biomass waste streams and an area where
      we believe we have significant technological advantages;
    and*
              Manufacture
      and market products for use with fuels other than syngas, such as a
      biodiesel and to produce and sell these products in certain U.S.
      territories.
 
 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 cash
producing oil and gas properties in middle region of the United States, as well
as venturing with non-producing properties with a potential upside to increase
production and value, utilizing our expertise and
experience.  Additionally, it expects to also focus on all developing
aspects of green energy in the Middle East and Africa regions.
  Our
corporate headquarters are located at 2101 N.W. Boca Raton Blvd, Suite 1, Boca
Raton, FL  33431, and our telephone number is (561) 445-1050. We do
not currently have a website.
  Results of
Operations
 
 Net Loss. We incurred a net
loss of $149,126 for the nine months ended March 31, 2009 compared to a net loss
of $30,474 for the same period in 2008. We incurred a net loss of $918,145 from
inception through March 31, 2009.
 
 The
increase in net loss for the nine months ended March 31, 2009 versus the same
period in 2008 is primarily due to increases in the costs of financial advisors
and legal fees related to our statutory filings and other matters related to the
change of control of the Company.
 
 Our
operating expenses have generally included only general and administrative
expenses as we are still in the development stage and are seeking to invest in
energy-related assets.
  Liquidity and Capital
Resources
  As of
March 31, 2009, we had $260 cash and cash equivalents.
 
 For the
nine months ended March 31, 2009, we consumed $228,260 in operating activities,
compared to $1,703for the nine months
ended March 31, 2008.  The increase is mostly attributable to paying
existing operating liabilities related to the change in the
control.  From entry to the development stage (October 14, 2003)
through March 31, 2009, we consumed $792,494 in operating
activities.
 
 For the
nine months ended March 31, 2009, net cash provided by financing activities was
228,463, principally from the sale of common stock related to the change in
control of the Company.
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11 -
  Following
the change in control of the Company, the purchasers currently intend to
continue the Company’s business focus of in the areas of  oil and gas,
including exploration and development, as well as other energy projects
including power development, both domestically and
internationally.  We are currently in discussions with several
intermediaries, advisors and investors to structure and raise the funds to
optimally finance various potential projects, both domestically and in the
Middle East. 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, reduce 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 obligation and covenants that
restrict how we operate our business.
  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 our report on Form 10-K as
of June 30, 2008 and are incorporated herein by reference. 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
  We do not expect any recently issued
accounting pronouncements to have a material impact on our financial
statements.
   ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
 
 None.
 
  ITEM
4. CONTROLS AND PROCEDURES
 
 As of the end of the period covered by this report, based on an
evaluation of our disclosure controls and procedures (as defined in Rules 13a
-15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and
the Chief Financial Officer each have concluded that our disclosure controls and
procedures are not effective to ensure that information required to be disclosed
by us in our Exchange Act reports is recorded, processed, summarized, and
reported within the applicable time periods specified by the SEC’s rules and
forms.
  -
12 -
  This
conclusion is based upon the number and magnitude of adjustments by our
independent auditors during their review of the quarter ended March 31,
2009.  Management is currently evaluating ways to strengthen our
internal controls, subject to a cost-benefit analysis.  Additional
information will be made forthcoming as it becomes available.
 
 There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
   PART
II.  OTHER INFORMATION
 
  ITEM
1.  LEGAL PROCEEDINGS
 
 There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.
 
  ITEM 1A. RISK FACTORS
 
 Not applicable.
   ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 Effective
December 29, 2008, we sold a total of 14,370,300 newly issued common shares,
representing approximately  96.5% of its outstanding common stock
after the sale.  The purchase price for these shares was an aggregate
of $175,000, the proceeds of which were used princiipally to pay outstanding
Company liabilities.
 
 The
shares were sold to accredited investors pursuant to Section 4(2) and
Regulation  D of the Securities Act of 1933, as
amended.  Additionally, 72% were also sold to non-U.S. persons
pursuant to Regulation S of the Securities Act.  Each of the
purchasers was provided with, or had access to, information including financial
information about the Company.  We also filed a Form D with the
Securities and Exchange Commission.
 
  ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES
 
 None
   ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 On or
about December 27, 2008, upon a recommendation by our Board, a majority of the
Company’s shareholders approved the sale of approximately 96.5% of the Company
for $175,000.
 
 OnFebruary 19, 2009, the
Company filed an Information Statement with the Securities and Exchange
Commission, copies of which were also provided to its shareholders of
record.  A majority of stockholders had previously approved the
proposals so no vote or proxy was required.  The proposals contained
in the Information Statement  were as follows:  (1) to
approve a change in the majority of its Directors; (2) to approve an amendment
to its Articles of Incorporation to change our name to Energy Holdings
International, Inc.; to (3) to amend the Articles of Incorporation whereby we
will increase our authorized capital to 100,000,000 shares of common stock, par
value $.001 and 50,000,000 shares of preferred stock, par value $.001; and (4)
to amend the Articles of Amendment to provide that the Company shall not be
subject to provisions of Nevada law with respect to combination with interested
stockholders.  On March 18, 2009i, the Articles of Incorporation were
amended to include or modify the Articles.
  -
13 -
  ITEM 5.  OTHER INFORMATION
 
 None
 
  ITEM
6.  EXHIBITS
 
 Exhibits
 
 3.1*
                Articles
      of Incorporation3.1.1*
                Articles
      of Amendment filed with the Nevada Secretary of State (filed with the
      Securities and Exchange Commission on Form 8-K/A on March 24,
      2009)3.2*
                Bylaws21
      *
                List
      of Subsidiaries.10.1
                Stock
      Purchase Agreement between the Company and the Representative of the
      Stockholders, effective December 29, 2008 (filed with the Securities and
      Exchange Commission on Form 8-K on January 5, 2009).31.1**
                Certification
      of Chief Executive Officer pursuant to Rule
      13a-14(a)/15(d)-14(a)31.2**
                Certification
      of Chief Financial Officer pursuant to Rule
      13a-14(a)/15(d)-14(a)32.1**
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2**
                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
 
 *
Previously filed under cover of Form SB-2 on February 27, 2007.
 ** Filed
herein
   -
14 -
  
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on May 15, 2009.
 
 ENERGY
      HOLDING INTERNATIONAL, INC.By:
              /s/
      John AdairJohn
      Adair,Chief
      Executive Officer, President, and Chief Financial Officer
                (principal
      executive officer and Principal Financial and Accounting
      Officer)
  
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