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   September 30, 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)
 
 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 [X
]
 
 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: November 9, 2009 was 29,462,109.
  
  
 
 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
              13ITEM
      1.  LEGAL PROCEEDINGS
              13ITEM
      1A. RISK FACTORS
              13ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
              17ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES
              17ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
              17ITEM
      5.  OTHER INFORMATION
              17ITEM
      6.  EXHIBITS
              18SIGNATURES
              18
 
 
 -
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.
 BALANCE
SHEETS
 (unaudited)
 Sept.
      30
              
              
              June
      30,2009
              
              
              2009ASSETSCurrent
      assetsCash
              
              $
              1,666,833
              
              
              $
              25,600Total
      current assets
              
              $
              1,666,833
              
              
              $
              25,600TOTAL
      ASSETS
              
              $
              1,666,833
              
              
              $
              25,600LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccrued
      payables
              
              $
              5,403
              
              
              $
              14,884Related-party
      payables
              
              
              -
              
              
              
              9,323Deferred
      Revenue
              
              
              1,333,327
              
              
              
              32,443Total
      current liabilities
              
              
              1,338,730
              
              
              
              56,650TOTAL
      LIABILITIES
              
              
              1,338,730
              
              
              
              56,650STOCKHOLDERS'
      DEFICITPreferred
      stock, $0.10 par value; 25 million shares authorized,none
      issued and outstanding at September 30, 2009 or June 30,
    2009
              
              
              -
              
              
              
              -Common
      stock, $0.01 par value; 100 million shares authorized,
      15,476,409shares
      issued and outstanding at September 30, 2009 and June 30,
    2009
              
              
              15,476
              
              
              
              15,476Common
      stock committed
              
              
              11,586
              
              
              
              11,586Additional
      paid in capital
              
              
              891,343
              
              
              
              891,343Retained
      earnings during the period
              
              
              359,153
              
              
              
              -Deficit
      accumulated during the development stage
              
              
              (949,455
              )
              
              
              (949,455
              )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
              
              
              328,103
              
              
              
              (31,050
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,666,833
              
              
              $
              25,600
 
 The
accompanying notes are integral to these financial statements.
 
  -
3 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 RESULTS
OF OPERATIONS
 (Unaudited)
 
 Three
      Month
              
              
              Three
      MonthEnded
              
              
              EndedSept.
      30,
              
              
              Sept.
      30,2009
              
              
              2008Revenue
      from related party
              
              $
              769,082
              
              
              $
              -Operating
      expenses:Depreciation
              
              
              -
              
              
              
              56General
      and administrative
              
              
              409,929
              
              
              
              9,759409,929
              
              
              
              9,815Income
      (loss) from operations
              
              
              359,153
              
              
              
              (9,815
              )Other
      income (expense):Interest
      expense
              
              
              -
              
              
              
              (2,241
              )-
              
              
              
              (2,241
              )Income
      (loss) before provision for income taxes
              
              
              359,153
              
              
              
              (12,056
              )Income
      tax expense
              
              
              -
              
              
              
              -Net
      income (loss)
              
              
              359,153
              
              
              
              (12,056
              )Net
      income (loss) per share, basic and fully diluted
              
              $
              0.02
              
              
              $
              (0.01
              )Weighted
      average number of common share outstandingbasic
      and diluted
              
              
              15,476,409
              
              
              
              1,106,109
 
 The
accompanying notes are integral to these financial statements.
  -
4 -
  
 ENERGY
HOLDINGS INTERNATIONAL, INC.
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 Three
      Months
              
              
              Three
      MonthsEnded
              
              
              EndedSept.
      30,
              
              
              Sept.
      30,2009
              
              
              2008Cash
      Flows from Operating Activities:Net
      income (loss)
              
              $
              359,153
              
              
              $
              (12,056
              )Adjustments
      to reconcile net loss to net cash providedby
      (used for) operating activities:Depreciation
              
              
              -
              
              
              
              56Change
      in operating assets and liabilities:Accrued
      Payables
              
              
              (9,481
              )
              
              
              2,078Deferred
      revenues
              
              
              1,300,884
              
              
              
              1,000Receivables
              
              
              -
              
              
              
              -Related
      party payables
              
              
              (9,323
              )
              
              
              3,400Net
      cash provided by (used for) operating activities
              
              
              1,641,233
              
              
              
              (5,522
              )Cash
      Flows From Investing Activities:Purchase
      of fixed assets
              
              
              -
              
              
              
              -Net
      cash provided by (used for) investing activities
              
              
              -
              
              
              
              -Cash
      Flows From Financing Activities:Repayment
      of notes payable
              
              
              -
              
              
              
              5,500Net
      cash provided by (used for) financing activities
              
              
              -
              
              
              
              5,500Net
      Increase (Decrease) In Cash
              
              
              1,641,233
              
              
              
              (22
              )Cash
      At The Beginning Of The Period
              
              
              25,600
              
              
              
              57Cash
      At The End Of The Period
              
              
              1,666,833
              
              
              
              35Supplemental DisclosureCash
      paid for interest
              
              $
              -
              
              
              $
              630
 
 The
accompanying notes are integral to these financial statements.
 
  -
5 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 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 company that also provides consulting services and is
currently exploring various opportunities in the energy area.  EHII’s
management has been in active discussions with several potential companies,
either to acquire, manage, or joint venture with these
entities.  However, as of the date of this filing, no definitive
agreements or arrangements have been finalized.
 
 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, 2009 and are herein
incorporated by reference.
 
 Development Stage
Company
 
 The
company exited the development stage as of July 1, 2009 with the commencement of
planned consulting operations.
 
 Fiscal
year
 
 The
Company’s fiscal year ending is June 30.
 
 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 September 30, 2009 or June 30, 2009.
  -
6 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 
 NOTE 1. ORGANIZATION,
OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
 
 Revenue
recognition
 
 Revenue
is comprised principally of service and consulting revenue from work performed
for customers under master service arrangements. Revenue is recognized over the
period of the agreement as it is earned as such policy complies with the
following criteria: (i) persuasive evidence of an arrangement exists; (ii) the
services have been provided; (iii) the fee is fixed and determinable, (iv)
collectability is reasonably assured.   In the event that a
customer pays up front, deferred revenue is recognized for the amount of the
payment in excess of the revenue earned.
 
 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 current FASB guidance where deferred
taxes are provided on a liability method and 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.  Since the company
considers it more likely than not that no benefit from net operating loss carry
forwards will be recognized in the future, deferred tax assets are fully offset
by a valuation allowance.
 
 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.
 
 As of
September 30, 2009, there were no options or warrants outstanding and diluted
earnings per share equaled basic earnings per share.
  -
7 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 
 Financial
Instruments
 
 Current
accounting guidance establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows:
 
 ·
              Level
      1.  Observable inputs such as quoted market prices in active
      markets.
 ·
              Level
      2.  Inputs, other than the quoted prices in active markets, that
      are observable either directly or indirectly,
  and
 ·
              Level
      3.  Unobservable inputs in which there is little or no market
      data, which require the reporting entity to develop its own
      assumptions.
 
 The
Company had no assets or liabilities that were measured and recognized at fair
value on a non-recurring basis as of September 30, 2009 or June 30, 2009, and as
such, had no assets or liabilities that fell into the tiers described
above.
 
 Recent Accounting
Pronouncements
 
 Effective
in this filing, as of September 30, 2009, the Company adopted changes issued by
the FASB related to the authoritative hierarchy of G23P and the establishment of
the FASB Accounting Standards Codification.  The codification is the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with G23P.  These changes and the codification itself do
not change G23P, and other than the manner in which accounting guidance is
referenced in our filing, the adoption of this standard had no impact on our
financial statements.
 
 The
Company has reviewed other recent accounting pronouncements and does not
anticipate any impact on financial results as a result of recently issued
standards.
 
 NOTE 2. RELATED PARTY
TRANSACIONS
 
 The
Company signed its first consulting contract in March 2009 to provide advisory
and engineering expertise for a power generation plant in Asia.  This
contract was signed with a company whose Managing Director is also a shareholder
of Energy Holdings International, Inc, and as such, is a related party
transaction.  The contract in the amount of $200,000 was for six
months of services from April to September 2009.  As of June 30, 2009,
the Company had received $132,443 and recognized $100,000 of revenue during the
fourth quarter of 2009. The remaining balance of $32,443 was recognized as
Deferred Revenue on our balance sheet, and was recognized and received as of
September 30, 2009.
 
 EHII
entered into an agreement on August 1, 2009 to provide additional consulting
services for a related party. The contract has a term of six months and a value
of $2,000,000 payable to EHII. The Company received a lump sum payment from the
related party of $2,000,000 in August 2009.  EHII recognized $666,666
of revenue as of September 30, 2009 and had $1,333,327 as Deferred
Revenue.
 
 As of
June 30, 2009, the Company owed $9,323 to a related party who paid expenses on
behalf of the company during the fourth quarter.  This balance was
repaid in full during the three months ended September 30, 2009.
 
 
  -
8 -
  ENERGY
HOLDINGS INTERNATIONAL, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 
 NOTE 3. SUBSEQUENT
EVENTS
 
 EHII
issued 13,985,700 shares to founders and to management for services during
October 2009. The balance of shares issued and outstanding as of November 20,
2009 was 29,462,109.  Of these shares, we previously committed to
issuing an additional 11,585,700 restricted shares, which was later increased to
13,985,700.
 
 The
shares of common stock were issued to accredited investors, each of who were
provided with information, including financial information, concerning the
company.  The shares were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.  While the company approved the
issuance of the securities in February 2009, the shares of common stock were not
issued until October 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-K, Quarterly reports on Form 10-Q and any Current Reports on
Form 8-K.
 
 Overview
and History
 
 The
Company’s predecessor, Green Energy Corp. was originally organized as a Colorado
corporation, referred to in this document as “Old Green Energy”, commenced
operations in 2003 as a marketer of a specific gasification technology for
commercial applications to produce fuels and chemicals.  On November
20, 2003, Old Green Energy filed a Limited Registration Offering Statement under
cover of Form RL pursuant to the Colorado Securities Code relating to a proposed
offering of up to 1.8 million shares of common stock, which was declared
effective by the Colorado Division of Securities on January 21, 2004. The
offering, which closed on June 29, 2004, raised $263,850 and sold a total of
527,700 shares in the offering.   In December 2006, Old Green
Energy reincorporated as a Nevada corporation and changed its name to Green
Energy Holding Corp.
 
 On
December 28, 2008, GEHC entered into a stock purchase agreement to issue
14,370,300 shares to accredited investors for $175,000, giving those outside
investors approximately 96.5% controlling interest in the Company with a total
acquisition cost being $500,000.
 
 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.
 
  -
10 -
  Following
the sale of 96.5% of the Company’s capital stock at the end of calendar 2008,
the Company decided to modify its focus, concentrating on acquiring, developing
and managing cash producing oil and gas properties in the Middle East, Asia and
the Americas, particularly in the middle region of the United
States.  It aspires to find new, long-term energy solutions that are
safe, economically viable and environmentally friendly to enhance the future of
countries and economies worldwide. It is responding to international, political,
environmental and free market demands for investments in the Independent Power
Project (IPP) market with safer, cleaner and more technologically advanced
energy sources. The Company is dedicated to the task of providing the best
management and advisory services available in the complex arena of international
business and project development in oil and gas production and power
generation.
  Our
temporary corporate headquarters is currently located at 2101 N.W. Boca Raton
Blvd, Suite 1, Boca Raton, FL  33431, and our telephone number is
(561) 445-1050.   The Company’s website is www.energhii.com.
 
 Results of
Operations
 
 Net Income. We had net income
of $359,153 for the three months ending September 30, 2009 compared to a net
loss of $12,056 for the same period in 2008.
 
 The net
income earned for the three months ending September 30, 2009 versus the net loss
is due to a consulting contract signed in July 2009 with a related party. The
contract amount is $2,000,000 and was prepaid during August 2009. The contract
term is for six months and the firm recognized two months of income for the
three month period ending September 30, 2009.
 
 Liquidity and Capital
Resources
 
 As of
September 30, 2009, we had $1,666,833 cash and cash equivalents.
 
 For the
three months ending September 30, 2009, we generated $1,641,233 in operating
activities, compared to a negative cash flow from operating activities of $5,522
for the same period in 2008. The increase is related to the consulting contract
closed in July 2009.
 
 For the
three months ended September 30, 2009, net cash provided by financing activities
was $0.
 
 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.
 
 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.
 
  -
11 -
  Critical Accounting
Policies
 
 Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
  The
accounting policies that we follow are set forth in Note 1 to our financial
statements as included in this filing.  These accounting policies
conform to accounting principles generally accepted in the United States, and
have been consistently applied in the preparation of the financial
statements.
  Recently Issued Accounting
Pronouncements
  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.
 
 As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, EHII is not
required to provide this information.
 
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 Disclosure 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.
 
 This
conclusion is based upon the number and magnitude of adjustments by our
independent auditors during their review of the quarter ended September 30,
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.
  -
12 -
  
 
 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
 
  Important
Risk Factors Concerning our Business.
  You
should carefully consider the following risk factors and all other information
contained in this Report in evaluating our business and prospects. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties other than those we described below that are not presently
known to us or that we believe are immaterial may also impair our business
operations. If any of the following risks occur, our business and financial
results could be harmed. You should also refer to the other information
contained in this Quarterly Report, including our consolidated financial
statements and the related notes.
  Risks
Related to Our Business and Industry
 
 We
have a limited operating history.
 
 We began
operations in October 2003. Since the inception of our current business
operations, we have been engaged in organizational activities, including
developing a strategic operating plan, entering into contracts, hiring
personnel, developing processing technology, raising private capital and seeking
acquisitions. Accordingly, we have a limited relevant operating history upon
which an evaluation of our performance and future prospects can be
made.
 
 We
have had a history of net losses.
 
 While for
the quarter ended September 30, 2009, we had net income of $359,153, we incurred
a net loss of $147,933 for the year ended June 30, 2009.  Through
September 2009, we have been funding our operations primarily through the sale
of our securities and loans from our major shareholder.  We expect to
continue to incur net losses for the foreseeable future as focus on seeking
potential joint venture partners and acquisitions in the area of oil, gas, and
alternative energy.  Our ability to generate and sustain significant
additional revenues or achieve profitability will depend upon the factors
discussed elsewhere in this “Risk Factors” section. We cannot assure you that we
will achieve or sustain profitability or that our operating losses will not
increase in the future. If we do achieve profitability, we cannot be certain
that we can sustain or increase profitability on a quarterly or annual basis in
the future.
 
 We
will be forced to continue to seek financing partners, either through debt or
equity, to achieve our business objectives.
 
 As
of September 30, 2009, we had cash of $1,666,833from a consulting
agreement with a related party.  We will need significant capital
expenditures and investments over the next twelve months related to our
growth program.  We are also currently evaluating potential joint
venture partners.  We do not plan to use a portion of our current
cash to fund these site acquisitions or provide seed equity for the projects
while we analyze financing options.
 
  -
13 -
  
 We are
currently in discussions with several intermediaries, advisors and investors to
structure and raise the funds to optimally finance potential projects. We are
evaluating debt and equity placements at the corporate level as well as project
specific capital opportunities. We have no commitments for any additional
financing, and there can be no assurance that, if needed, additional capital
will be available to use on commercially acceptable terms or at all. Our failure
to raise capital as needed would significantly restrict our growth and hinder
out ability to compete. We may need to curtail expenses, reduce planned
investments in technology and research and development and forgo business
opportunities. Additional equity financings are likely to be dilutive to holders
of our common stock and debt financing, if available, may involve significant
payment obligation and covenants that restrict how we operate our
business.
 
 Strategic
acquisitions could have a dilutive effect on your investment. Failure to make
accretive acquisitions and successfully integrate them could adversely affect
our future financial results
 
 As part
of our growth strategy, we will seek to acquire or invest in complementary
(including competitive) businesses, facilities or technologies and enter into
co-location joint ventures in the oil & gas and power generation industries.
Our goal is to make such acquisitions, integrate these acquired assets into our
operations and reduce operating expenses. The process of integrating these
acquired assets into our operations may result in unforeseen operating
difficulties and expenditures, and may absorb significant management attention
that would otherwise be available for the ongoing development of our business.
We cannot assure you that the anticipated benefits of any acquisitions will be
realized. In addition, future acquisitions by us could result in potentially
dilutive issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, any of which can materially and adversely affect our operating results
and financial position.
 
 We
depend on our officers and key personnel and the loss of any of these persons
could adversely affect our operations and results.
 
 We
believe that implementing our proposed expansion strategy and execution of our
business plan to acquire, manage and develop power generation and oil & gas
assets will depend to a significant extent upon the efforts and abilities of our
officers and key personnel. Because the oil, gas and alternative energy
industries are highly competitive, we believe that the personal contacts of our
officers and key personnel within the industry and within the scientific
community engaged in related businesses are a significant factor in our
continued success. Our failure to retain our officers or key personnel, or to
attract and retain additional qualified personnel, could adversely affect our
operations and results. We do not currently carry key-man life insurance on any
of our officers.
 
 Because
we are smaller and have fewer financial and other resources than energy focused
companies, we may not be able to successfully compete in the very competitive
industry.
 
 There are
significant competition among existing oil, gas, and alternative energy
companies.  Our business faces competition from a number of entities
that have the financial and other resources that would enable them to expand
their businesses.  Even if we are able to enter into joint venture
agreements, our competitors may be more profitable than us, which may make it
more difficult for us to raise any financing necessary for us to achieve our
business plan and may have a materially adverse effect on the market price of
our common stock.
 
 The
United States oil, gas, alternative energy industry is highly dependent upon
federal and state legislation and regulation and any changes in that legislation
or regulation could materially adversely affect our results of operations and
financial condition.
 
  -
14 -
  The
elimination or significant reduction in the federal tax incentive could have a
material adverse effect on our results of operations
 
 Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and our
results of operations to suffer.
 
 Risks
Related to an Investment in Our Common Stock
 
 Our
common stock price has fluctuated considerably and stockholders may not be able
to resell their shares at or above the price at which such shares were
purchased.
 
 The
market price of our common stock has fluctuated in the past, and may continue to
fluctuate significantly in response to factors, some of which are beyond our
control. For example, from May 2004 through September 30, 2009, the high and low
bid or sales price for our common stock has been $1.50 and $.15 per share,
respectively.  The stock market in general has experienced extreme
price and volume fluctuations. The market prices of securities of fuel-related
companies have experienced fluctuations that often have been unrelated or
disproportionate to the operating results of these companies. Continued market
fluctuations could result in extreme volatility in the price of our common
stock, which could cause a decline in the value of our common stock. Price
volatility might be intensified under circumstances where the trading volume of
our common stock is low.
 
 We
may not be able to attract the attention of major brokerage firms for research
and support which may adversely affect the market price of our common
stock.
 
 Securities
analysts of major brokerage firms may not publish research on our common stock.
The number of securities competing for the attention of such analysts is large
and growing. Coverage of a security by analysts at major brokerage firms
increases the investing public’s knowledge of and interest in the issuer, which
may stimulate demand for and support the market price of the issuer’s
securities. The failure of major brokerage firms to cover our common stock may
adversely affect the market price of our common stock.
 
 Future
sales of common stock or other dilutive events may adversely affect prevailing
market prices for our common stock.
 
 We are
currently authorized to issue up to 100.0 million shares of common stock, of
which 29,462,109 shares were issued and outstanding as of November 9,
2009.  Our board of directors has the authority, without further
action or vote of our stockholders, to issue any or all of the remaining
authorized shares of our common stock that are not reserved for issuance and to
grant options or other awards to purchase any or all of the shares remaining
authorized. The board may issue shares or grant options or awards relating to
shares at a price that reflects a discount from the then-current market price of
our common stock. The options and awards referred to above can be expected to
include provisions requiring us to issue increased numbers of shares of common
stock upon exercise or conversion in the event of stock splits, redemptions,
mergers or other transactions. If any of these events occur, the exercise of any
of the options or warrants described above and any other issuance of shares of
common stock will dilute the percentage ownership interests of our current
stockholders and may adversely affect the prevailing market price of our common
stock.
  -
15 -
  
 A
significant number of our shares will be eligible for sale, and their sale could
depress the market price of our common stock.
 
 Sales of
a significant number of shares of our common stock in the public market could
harm the market price of our common stock. Virtually all shares of our common
stock may be offered from time to time in the open market, including the shares
offered pursuant to this filing. These sales may have a depressive effect on the
market for the shares of our common stock. Moreover, additional shares of our
common stock, including shares that have been issued in private placements, may
be sold from time to time in the open market pursuant to Rule 144. In general, a
person who has held restricted shares for a period of one year may, upon filing
with the SEC a notification on Form 144, sell into the market common stock in an
amount equal to the greater of 1% of the outstanding shares or the average
weekly number of shares sold in the last four weeks prior to such sale. Such
sales may be repeated at specified intervals.  Subject to satisfaction of a
two-year holding requirement, non-affiliates of an issuer may make sales under
Rule 144 without regard to the volume limitations and any of the restricted
shares may be sold by a non-affiliate after they have been held two years. Sales
of our common stock by our affiliates are subject to Rule 144.
 
 Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on
our business and operating results. In addition, as a consequence of such
failure, current and potential stockholders could lose confidence in our
financial reporting, this could have an adverse effect on our stock
price.
 
 Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, we could be subject to regulatory action or other litigation and
our operating results could be harmed.
 
 Commencing
with our fiscal year beginning July 1, 2011, we will be required to document and
test our internal control procedures in order to satisfy the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002, which requires our management to
annually assess the effectiveness of our internal controls over financial
reporting and, commencing with the fiscal year beginning July 1, 2010, our
independent registered public accounting firm to report on these
assessments.
 During
the course of our testing, we may identify deficiencies which we may not be able
to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for
compliance with the requirements of Section 404. In addition, if we fail to
maintain the adequacy of our internal accounting controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404. Failure to
achieve and maintain an effective internal control environment could cause us to
face regulatory action and also cause investors to lose confidence in our
reported financial information, either of which could have an adverse effect on
our stock price.
 
 Investors
should not anticipate receiving cash dividends on our common stock.
 
 We have
never declared or paid any cash dividends or distributions on our capital stock.
We currently intend to retain our future earnings to support operations and to
finance expansion and, therefore, we do not anticipate paying any cash dividends
on our common stock in the foreseeable future.
 
  -
16 -
  We
may issue shares of preferred stock without stockholder approval that may
adversely affect your rights as a holder of our common stock.
 
 Upon our
amending our certificate of incorporation authorizes us to issue up to 25.0
million shares of “blank check” preferred stock with such designations, rights
and preferences as may be determined from time to time by our board of
directors. Accordingly, our board of directors is empowered, without stockholder
approval, to issue a series of preferred stock with rights to receive dividends
and distributions upon liquidation in preference to any dividends or
distributions upon liquidation to holders of our common stock and with
conversion, redemption, voting or other rights which could dilute the economic
interest and voting rights of our common stockholders. The issuance of preferred
stock could also be used as a method of discouraging, delaying or preventing a
change in control of our company or making removal of our management more
difficult, which may not be in your interest as holders of common
stock.
 
 Provisions
in our articles of incorporation and bylaws and under Nevada law could inhibit a
takeover at a premium price.
 
 Our
bylaws limit who may call a special meeting of stockholders and establish
advance notice requirements for nominations for election to our board of
directors or for proposing matters that can be acted upon at stockholder
meetings. Each of these provisions may have the effect to discouraging, delaying
or preventing a change in control of our company or making removal of our
management more difficult, which may not be in your interest as holders of
common stock.
 
 
 ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 Not
applicable.
 
 
 ITEM 3.  DEFAULTS UPON SENIOR
SECURITIES
 
 None
 
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 Not
applicable.
 
 
 ITEM 5.  OTHER INFORMATION
 
 None
 
 
  -
17 -
  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
 
 
 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 November 23, 2009.
 
 ENERGY
      HOLDING INTERNATIONAL, INC.November
      23, 2009
              By:
              /s/
      John AdairJohn
      Adair,Chief
      Executive Officer, President, and Chief Financial Officer
                (principal
      executive officer and Principal Financial and Accounting
      Officer)
 
  -
18 -