SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



☒  QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly period ended March 31,
2015



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                       | 26-4574476                
|---------------------------- | --------------------------
|(State or other jurisdiction | (IRS Employer File Number)
|of incorporation)            |                           



12012 Wickchester Lane, Suite 130

Houston, TX 77079

(Address of principal
executive offices)  (zip code)



(713) 425-5364

(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
☒  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 file ☐   (Do not check if a smaller reporting company) | Smaller reporting company  ☒



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)  Yes ☐   No ☒



The number of shares outstanding of the
Registrant's common stock, as of the latest practicable date: February 23, 2015 was 45,364,087.















FORM 10-Q

Energy Holdings International, Inc.







TABLE OF CONTENTS









|PART I.  FINANCIAL INFORMATION                                       | 3 
|-------------------------------------------------------------------- | --
|ITEM 1.  FINANCIAL STATEMENTS                                        | 3 
|ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION | 13
|ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 15
|ITEM 4. CONTROLS AND PROCEDURES                                      | 15
|PART II.  OTHER INFORMATION                                          | 16
|ITEM 1.  LEGAL PROCEEDINGS                                           | 16
|ITEM 1A. RISK FACTORS                                                | 16
|ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18
|ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                             | 19
|ITEM 4.  MINE SAFETY DISCLOSURE                                      | 19
|ITEM 5.  OTHER INFORMATION                                           | 19
|ITEM 6.  EXHIBITS                                                    | 20
|SIGNATURES                                                           | 21
|                                                                     |   

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.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                         |  | March 31, 2015 |            | June 30, 2014
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | -------------
|                                                                                                                                                                         |  |                |            |              
|ASSETS                                                                                                                                                                   |  |                |            |              
|Cash and equivalents                                                                                                                                                     |  | $              | 162        |              
|Prepaid expenses and advances to employees                                                                                                                               |  |                | 34,684     |              
|Deferred financing costs                                                                                                                                                 |  |                | 6,391      |              
|Total current assets                                                                                                                                                     |  |                | 41,237     |              
|                                                                                                                                                                         |  |                |            |              
|Property, plant and equipment, net                                                                                                                                       |  |                | 2,647      |              
|Deposits                                                                                                                                                                 |  |                | 8,181      |              
|Total non-current assets                                                                                                                                                 |  |                | 10,828     |              
|TOTAL ASSETS                                                                                                                                                             |  | $              | 52,065     |              
|                                                                                                                                                                         |  |                |            |              
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                    |  |                |            |              
|Accounts payable and accrued liabilities                                                                                                                                 |  | $              | 146,103    |              
|Accounts payable - related party                                                                                                                                         |  |                | 1,767,281  |              
|Short-term notes payable                                                                                                                                                 |  |                | 28,840     |              
|Notes payable (in default)                                                                                                                                               |  |                | 100,000    |              
|Convertible short-term notes payable, net of discounts of $123,494 and $40,336 as of March 31, 2015 and June 30, 2014, respectively                                      |  |                | 44,006     |              
|Derivative liability                                                                                                                                                     |  |                | 219,969    |              
|Total current liabilities                                                                                                                                                |  |                | 2,306,199  |              
|TOTAL LIABILITIES                                                                                                                                                        |  |                | 2,306,199  |              
|                                                                                                                                                                         |  |                |            |              
|STOCKHOLDERS' DEFICIT                                                                                                                                                    |  |                |            |              
|Preferred Stock - $0.10 par value: 25,000,000 shares authorized; none issued and outstanding at March 31, 2015 and June 30, 2014                                         |  |                | —          |              
|Common stock, $0.001 par value; 100 million shares authorized, 45,364,087 and 39,756,006 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively |  |                | 45,364     |              
|Additional paid in capital                                                                                                                                               |  |                | 5,643,731  |              
|Common stock committed                                                                                                                                                   |  |                | 54,500     |              
|Accumulated deficit                                                                                                                                                      |  |                | (7,997,729 | )            
|TOTAL STOCKHOLDERS' DEFICIT                                                                                                                                              |  |                | (2,254,134 | )            
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                              |  | $              | 52,065     |              





The accompanying notes are integral to these
financial statements.



3







ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                              |  | Nine Months Ended March 31, |            | Three Months Ended March 31,
|--------------------------------------------- |  | --------------------------- | ---------- | ----------------------------
|                                              |  | 2015                        |            | 2014                        
|REVENUES                                      |  |                             |            |                             
|Consulting revenues                           |  | $                           | —          |                             
|TOTAL REVENUES                                |  |                             | —          |                             
|                                              |  |                             |            |                             
|OPERATING EXPENSES                            |  |                             |            |                             
|General and administrative expenses           |  |                             | 804,618    |                             
|Depreciation                                  |  |                             | 5,122      |                             
|Total operating expenses                      |  |                             | 809,740    |                             
|                                              |  |                             |            |                             
|NET LOSS FROM OPERATIONS                      |  |                             | (809,740   | )                           
|                                              |  |                             |            |                             
|OTHER INCOME/(EXPENSE)                        |  |                             |            |                             
|Change in fair value of derivative liability  |  |                             | (76,998    | )                           
|Interest expense                              |  |                             | (90,402    | )                           
|Total other income/(expense)                  |  |                             | (167,400   | )                           
|Net loss                                      |  | $                           | (977,140   | )                           
|                                              |  |                             |            |                             
|Net loss per share - basic and diluted        |  | $                           | (0.02      | )                           
|Weighted average number of shares outstanding |  |                             | 42,925,089 |                             







The accompanying notes are integral to these
financial statements.



4







ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT

(Unaudited)

|                                                   |  | Common Stock |            | Additional Paid In Capital |  | Common Stock Payable |        | Accumulated Deficit |  | Total Stockholders' Equity (Deficit)
|-------------------------------------------------- |  | ------------ | ---------- | -------------------------- |  | -------------------- | ------ | ------------------- |  | ------------------------------------
|                                                   |  | Shares       |            | Par Value                  |  |                      |        |                    
|Balance at June 30, 2013                           |  |              | 36,656,006 |                            |  | $                    | 36,656 |                     |  | $                                   
|                                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|Shares issued for:                                 |  |              |            |                            |  |                      |        |                     |  |                                     
|Cash                                               |  |              | 1,100,000  |                            |  |                      | 1,100  |                     |  |                                     
|Services                                           |  |              | 750,000    |                            |  |                      | 750    |                     |  |                                     
|Extinguishment of stock payable                    |  |              | 1,250,000  |                            |  |                      | 1,250  |                     |  |                                     
|Imputed interest                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|Net loss                                           |  |              |            |                            |  |                      |        |                     |  |                                     
|Balance at June 30, 2014                           |  |              | 39,756,006 |                            |  |                      | 39,756 |                     |  |                                     
|                                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|                                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|Shares issued for:                                 |  |              |            |                            |  |                      |        |                     |  |                                     
|Services                                           |  |              | 281,644    |                            |  |                      | 282    |                     |  |                                     
|Cash                                               |  |              | 200,000    |                            |  |                      | 200    |                     |  |                                     
|Conversion of convertible note                     |  |              | 5,126,437  |                            |  |                      | 5,126  |                     |  |                                     
|Settlement of derivative liability upon conversion |  |              |            |                            |  |                      |        |                     |  |                                     
|                                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|Imputed interest                                   |  |              |            |                            |  |                      |        |                     |  |                                     
|Net loss                                           |  |              |            |                            |  |                      |        |                     |  |                                     
|Balance at March 31, 2015                          |  |              | 45,364,087 |                            |  | $                    | 45,364 |                     |  | $                                   





The accompanying notes are integral to these
financial statements.



5





ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  | Nine Months Ended March 31,
|--------------------------------------------------------------------------- |  | ---------------------------
|                                                                            |  | 2015                       
|                                                                            |  |                            
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                            
|Net loss                                                                    |  | $                          
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            
|Imputed interest                                                            |  |                            
|Depreciation expense                                                        |  |                            
|Amortization of deferred finance charges                                    |  |                            
|Amortization discount on note payable                                       |  |                            
|Change in fair value of derivative                                          |  |                            
|Stock-based compensation                                                    |  |                            
|                                                                            |  |                            
|Change in operating assets and liabilities:                                 |  |                            
|Deposits, prepaid expenses and other current assets                         |  |                            
|Accounts payable and accrued liabilities                                    |  |                            
|Related party payables                                                      |  |                            
|Net cash used in operations                                                 |  |                            
|                                                                            |  |                            
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                            
|Related party cash contributions                                            |  |                            
|Issuances of convertible promissory notes                                   |  |                            
|Debt issuances costs                                                        |  |                            
|Sales of common stock                                                       |  |                            
|                                                                            |  |                            
|Net cash provided by financing activities                                   |  |                            
|                                                                            |  |                            
|Net change in cash and equivalents                                          |  |                            
|Cash and equivalents, beginning of period                                   |  |                            
|Cash and equivalents, end of period                                         |  | $                          
|                                                                            |  |                            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                           |  |                            
|Cash paid for interest                                                      |  |                            
|Cash paid for income taxes                                                  |  |                            
|                                                                            |  |                            
|SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES                   |  |                            
|Reduction in stock payable due to share issuance                            |  |                            
|Exchange of trade payable for promissory note                               |  |                            
|Conversion of convertible note to common stock                              |  |                            
|Discount on convertible notes payable                                       |  |                            
|Settlement of derivative liability                                          |  |                            



The accompanying notes are integral to these
financial statements.





6







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.



The Company has consolidated the accounts of EHII MENA, a firm in
Dubai, United Arab Emirates, which is its wholly-owned subsidiary, into its financial statements.



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, 2014, filed on October 14, 2014 and are herein incorporated by reference.



Fiscal Year



The Company’s fiscal year 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 March 31, 2015 and June 30, 2014.
We had cash balances at March 31, 2015 and June 30, 2014 of $162 and $190,528, respectively.



Property and Equipment



Property and equipment are recorded at cost and depreciated using
the straight-line method over each item's estimated useful life, which is three years for vehicles, computers and other items.
Our fixed assets consist generally of office furniture, which is being depreciated over its useful life, generally five years,
and equipment, which is being depreciated over their useful lived, which is generally seven years.



7







ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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 Accounting Standards
Codification 740, (“ASC 740”) 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.



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 following table shows our financial
instruments using the three-tier fair value hierarchy:



|                        |  | Level 1  |   | Level 2  |  | Level 3 
|----------------------- |  | -------- | - | -------- |  | --------
|Description             |  | 03/31/15 |   | 06/30/14 |  | 03/31/15
|Derivatives (recurring) |  | $        | — |          |  | $       



At June 30, 2014, the Company had derivative liabilities as a result
of a convertible promissory issued on April 4, 2014 that includes embedded derivatives. During the quarter ended December 31, 2014,
the April 1, 2014 convertible promissory note was fully converted into 5,126,437 shares of common stock. Also during the nine months
ended March 31, 2015, we issued three additional convertible promissory notes, one on November 17, 2014, one on December 15, 2015
and another on February 20, 2015.



We valued these liabilities using level 3 valuation techniques.



8









ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



The Company’s financial instruments consist of cash and cash
equivalents, accounts payable, accrued liabilities and short-term debt. The estimated fair value of cash, accounts payable and
accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The carrying value of
short-term debt also approximates fair value since their terms are similar to those in the lending market for comparable loans
with comparable risks.



Recent Accounting Pronouncements



In June 2014, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The
new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees
to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be
treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value
of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will
be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already
been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the
remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total
amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are
expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the
employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new
guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption
is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after
the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the
earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU
2014-12 is not expected to have a material impact on our financial position or results of operations.



In June 2014, the FASB issued ASU No. 2014-10: Development Stage
Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities
Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental
reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting
requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity
associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage
entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount
of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity
in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the
application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation
analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development
stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements
of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively.
For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim
periods therein. Early adoption is permitted. The early adoption of ASU 2014-10 removed the development stage entity financial
reporting requirements from the Company.



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. GOING CONCERN



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the accompanying financial statements, we had losses of $7,997,729
since inception and negative working capital of $2,264,962 and $1,503,583 at March 31, 2015 and June 30, 2014, respectively.



These conditions raise substantial doubt as to our ability to continue
as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue
as a going concern.



NOTE 3. RELATED PARTY TRANSACTIONS



During the nine months ended March 31, 2015, we accrued $395,916
and paid $195,142 in salaries to our Executive Officers, John Adair and Jalal Alghani. We also accrued $72,000 and paid $15,500
to other related parties during the same period.



9







ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Also during the nine months ended March 31 2015, our Executive Officers
paid $108,506 of expenses on behalf of the company, made short-term loans of $1,401, and were reimbursed $68,634.



Our Chief Executive Officer, John Adair, received 236,644 shares
for services. We valued the shares at the grant date fair value and recorded $14,435 of expense.



NOTE 4. COMMON STOCK AND CAPITAL STRUCTURE



Common Stock



Common stock transactions prior to July 1, 2014 are disclosed in
our Report on Form 10-K as of June 30, 2014, filed on October 14, 2014, and are herein incorporated by reference.



During the nine months ended March 31, 2015:



| | · | We paid 45,000 shares for services to unrelated parties. We valued the shares at their grant date fair value and expensed $6,750
in compensation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We granted our Chief Executive Officer 236,644 for services. We valued the shares at their grant date fair value and expensed
$14,435 in executive compensation.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We issued 200,000 shares for $100,000 in cash.
| | - | ----------------------------------------------



| | · | We issued 5,126,437 in complete conversion of our April 1 promissory note (see Notes 5 and 6).
| | - | ----------------------------------------------------------------------------------------------



Preferred Stock



At March 31, 2014, the Company had 50 million shares of authorized
preferred stock, to have such preferences as the Board of Directors may set from time to time, $.001 par value, with no shares
issued and outstanding.



Sale of shares of stock and 10% option to purchase equity of
subsidiary



On July 21, 2011, we signed an agreement with PriSe Power and Energy
Limited (“PriSe”), a local Bangladesh company, to sell 25% of our yet-to-be-formed subsidiary which will own the rights
to the two 225 MW combined-cycle power plants in Bangladesh (the “Bangladesh subsidiary”) in exchange for $4 million
upon obtaining the Power Purchase Agreement (“PPA”).



The PPA has not been obtained as of the date of this filing and
no cash has been funded to the company out of the total $4 million that is promised. In addition, PriSe has agreed to complete
the PPA and Implementation Agreement for the project and obtain all necessary approvals with the controlling authorities within
the government of Bangladesh as partial EHII compensation for the 25% interest in the project.



In addition, we conveyed an option to purchase 10% of the operating
subsidiary to an investor as part of our agreement to raise $1 million in operating capital. The 10% equity is contingent upon
financial close of the project.



As of the date of this report, we have not yet closed the project
on the Bangladesh power plant.



NOTE 5. NOTES PAYABLE



On June 4, 2013, we entered into a promissory note with an investor
in the Middle East to provide us $100,000 of working capital. As is required by Sharia law, the promissory note bears no interest.
The principal was scheduled to be repaid by July 1, 2014. However, as of this report, no payments have been made and we have classified
this amount as being in default. For the nine months ended March 31, 2015, we imputed $4,500 of interest to Additional Paid in
Capital.



On April 1, 2014, we issued a convertible promissory note in the
amount of $47,500 in exchange for cash. The note bears interest at 8% and matures December 1, 2014. Additional terms are described
in Note 6 to the Financial Statements included in our 10-K as of June 30, 2014, filed October 14, 2014 and are herein incorporated
by reference. For the nine months ended March 31, 2015, we accrued $958 in interest, amortized $42,030 of discount and deferred
finance charges to interest expense.



During the three months ended December 31, 2014, this note was converted
in full into 5,126,437 shares of common stock, resulting in the removal of the $47,500 principal amount owed, $1,900 of accrued
interest, $30,861 of recorded discounts and the derivative liability at the point of extinguishment in the amount of $35,554.



10









ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



During the nine months ended March 31, 2015 we issued three new
convertible promissory notes with nominal amounts of $84,000; $57,000 and $26,500.



The convertible note in the amount of $84,000 was issued on November
17, 2014 and matures on August 19, 2015, bears an interest rate to maturity of 8%, with interest accruing at 22% after maturity,
if unpaid. This note can be paid before maturity in cash by multiplying outstanding interest and principal by a percentage according
to the following table:



|From     | To       | Percent
|-------- | -------- | -------
|11/17/14 | 12/17/14 | 110%   
|12/18/14 | 01/16/15 | 115%   
|01/17/15 | 02/15/15 | 120%   
|02/16/15 | 03/17/15 | 125%   
|03/18/15 | 04/16/15 | 130%   
|04/17/15 | 05/16/15 | 135%   



At maturity, any unpaid portion may be converted to common stock
at the greater of (a) 58% of the average of the lowest three trading prices during the ten trading days before the conversion or
(b) $0.00009 per share. The inclusion of the variable conversion price causes this instrument to contain an embedded derivative
(see Note 6). During the nine months ended March 31, 2015, we accrued $2,467 of interest on this note, amortized $1,949 of deferred
finance charges and $15,370 of debt discounts to interest expense.



The convertible note in the amount of $57,000 was issued on December
17, 2014 and matures on June 17, 2015, bears an interest rate of 12%, both before and after maturity. This note can be paid before
maturity in cash by multiplying outstanding interest and principal by 140% if within 90 days of issuance, a prepayment which does
not require Holder approval; 150% from 91 days to 120 days, a prepayment which does not require Holder approval and 150% after
120 days, which requires Holder approval.



At any time before or after maturity, any unpaid portion may be
converted to common stock at 50% of the lowest trading price during the twenty trading days before the conversion. The inclusion
of the variable conversion price causes this instrument to contain an embedded derivative (see Note 6). During the nine months
ended March 31, 2015, we accrued $1,724 of interest on this note, amortized $4,000 of deferred finance charges and $12,482 of debt
discounts to interest expense.



The convertible note in the amount of $26,500 was issued on February
20, 2015 and matures on February 20, 2016, bears interest at 8% per annum (24% for matured, unpaid amounts with a 20% penalty for
specific default provisions) and is convertible optionally by the holder at any time. The note is redeemable at 150% of the nominal
amount within the initial 180 days. This convertible note is convertible at 50% of the low trading price for the last 20 trading
days and contains full ratchet reset provisions. During the three months ended March 31, 2015, we accrued $227 of nominal interest,
amortized $160 of deferred finance charges and $638 of debt discounts to interest expense.



Also during the nine months ended March 31, 2015, we accrued $3,893
in interest on a promissory note to a consultant which, at March 31, 2015, has principal and interest due of $28,840 and $4,066,
respectively.



NOTE 6. DERIVATIVE LIABILITY



On April 1, 2014, we issued a convertible promissory note in the
amount of $47,500 containing an embedded derivative.



We analyzed the derivative liability in accordance with EITF 07-05
and ASC 820. EITF 07-5 is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal
years.



We valued the derivative at issuance (April 1, 2014), at the end
of our fiscal year (June 30, 2014), and again at the end of each subsequent quarter until its retirement. The assumptions used
in the valuation at April 1, 2014 and at June 30, 2014 were disclosed in Note 8 to the Financial Statements contained in our report
on Form 10-K as of June 30, 2014, filed October 14, 2014, and are herein incorporated by reference. The assumptions used in the
valuation at September 30, 2014 were disclosed in Note 6 to the Financial Statements contained in our report on Form 10-Q as of
September 30, 2014 (as amended), originally filed November 19, 2014, and are likewise herein incorporated by reference.



During the three months ended December 31, 2014, the Holder converted
this note into 5,126,437 shares of common stock in five tranches from October 15, 2014 to November 10, 2014, resulting in the removal
of the $47,500 principal amount owed, $1,899 of accrued interest, $30,864 of recorded discounts and the derivative liability at
the point of extinguishment in the amount of $35,554.



11









ENERGY HOLDINGS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



During the nine months ended March 31, 2015, we issued three convertible
promissory notes: one on November 17, 2014 with a nominal amount of $84,000, one on December 17, 2014 with a nominal amount of
$57,000, and finally one on February 20, 2015 with a nominal amount of $26,500. The conversion provisions of these notes all contain
conversion prices which are dependent on the current market value of our common stock and therefore contain embedded derivatives.



We valued the derivatives embedded in these
instrument at the time of their issuance and at the end of the each fiscal quarter where there were unpaid principal and interest
remaining (e.g., December 31, 2014 and March 31, 2015). In valuing the derivatives at December 31, 2014, we used the following
assumptions:



| | · | The underlying stock price $0.10 was used as the fair value of the common stock;
| | - | --------------------------------------------------------------------------------

| | · | The Notes face amounts are $0; $84,000; and $57,000 at the quarter’s end; and effectively convert at a discount of 43.68%
and 60.29% at the quarter’s end.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Capital raising events are a factor for these Notes – full reset events projected to occur based on future stock issuance
(quarterly) resulting in a reset exercise price. Full/Dilutive Reset events are projected quarterly resulting in exercise prices
declining to $0.0098 at maturity.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Holder would redeem based on availability of alternative financing, 0% of the time increasing 0% monthly to a maximum of
0% – 180 days past and note is no longer redeemable;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Holder would convert the note at maturity if the company was not in default;
| | - | --------------------------------------------------------------------------------

| | · | An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 5% – to–date the Notes
are not in default nor converted by the holder.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The projected annual volatility for each valuation period was based on the historic volatility of the company.
| | - | --------------------------------------------------------------------------------------------------------------



In valuing the derivates at March 31, 2015, we used the following
assumptions:



The underlying stock price $0.0295 was used as the fair value of
the common stock;



The Notes face amounts are $84,000; $57,000; and $26,500 at the
quarter’s end; and effectively convert at a discount of 50.2% and 63.29% at the quarter’s end.



Capital raising events are a factor for these Notes – full
reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price. Full/Dilutive
Reset events are projected quarterly resulting in exercise prices declining to $0.0178 at maturity.



The projected annual volatility for each valuation period was based
on the historic volatility of the company. One-year volatilities as follows: December 31, 2014: 412%; February 20, 2015: 415% and
March 31, 2015: 422%.



The following shows the changes in the level three derivative liability
measured on a recurring basis from July 1, 2014 to March 31, 2015:



|                                          |  | From July 1, 2014 to March 31, 2015
|----------------------------------------- |  | -----------------------------------
|                                          |  | Beginning
Balance                  
|April 1, 2014 $47,500 promissory note     |  | $                                  
|November 17, 2014 $84,000 promissory note |  |                                    
|December 17, 2014 $57,000 promissory note |  |                                    
|February 20, 2015 $26,500 promissory note |  |                                    
|Totals                                    |  | $                                  





NOTE 7. SUBSEQUENT EVENTS



The Company has evaluated subsequent events through the date these
financial statements were issued, none were noted.





12





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. 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.



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 corporate headquarters is located at 12012 Wickchester Lane,
Suite 150, Houston, Texas 77079 and our telephone number is (281) 617-7198.   The Company’s website is www.energhii.com.



Results of Operations



For the Nine Months Ended March 31, 2015 and 2014



Net Loss. We had a net loss of $977,140 for the nine months
ended March 31, 2015, versus a loss of $1,213,843 for the same period in 2014. Changes in general and administrative expenses,
depreciation, derivative fair values and interest expense are described below.



General and Administrative Expenses.General and administrative
expenses are significantly lower for the nine months ended March 31, 2015 versus the same period last year ($804,618 versus $1,199,505
for a reduction of $394,887). Included in last year’s number was a payment of 700,000 shares of common stock to a consultant
which we valued at $343,000. During the current period, we had only $21,185 in non-cash compensation.



Depreciation Expense.Depreciation expense for the nine months
ended March 31, 2015 is $5,122 versus $6,338 for the same period in 2014. Some assets are becoming fully depreciated and are being
eliminated from the asset cost base.



13





Change in Fair Value of Derivative Liability. We had a negative
change in fair value of our derivative liability of $76,998 during the nine months ended March 31, 2015. We had no such liability
outstanding during the same period in 2014.



Interest Expense. We incurred $90,402 in interest expense
for the nine months ended March 31, 2015 versus $7,340 for the same period in 2014. The principal difference is the inclusion of
items classified as interest expense resulting from our convertible promissory notes (see Note 5 to the Financial Statements) such
as the amortization of the discount on the promissory notes and deferred finance charges.



For the Three months ended March 31, 2015 and 2014



Net Loss. We had a net loss of $299,625 for the three months
ended March 31, 2015, versus a loss of $246,984 for the same period in 2014. Changes in general and administrative expenses, depreciation,
derivative fair values and interest expense are described below.



General and Administrative Expenses.General and administrative
expenses were about the same for the three months ended March 31, 2015 versus the same period last year ($232,752 versus $241,572
for a reduction of $8,820). The reduction is due to a net reduction in a myriad of different spending categories.



Depreciation Expense.Depreciation expense for the three
months ended March 31, 2015 is $1,004 versus $2,112 for the same period in 2014. Some assets are becoming fully depreciated and
are being eliminated from the asset cost base.



Change in Fair Value of Derivative Liability. We had a negative
change in fair value of our derivative liability of $35,282 during the three months ended March 31, 2015. We had no such liability
outstanding during the same period in 2014.



Interest Expense. We incurred $30,587 in interest expense
for the three months ended March 31, 2015 versus $3,300 for the same period in 2014. The principal difference is the inclusion
of items classified as interest expense resulting from our convertible promissory notes (see Note 5 to the Financial Statements)
such as the amortization of the discount on the promissory notes and deferred finance charges.



Liquidity and Capital Resources



As of March 31, 2015 and June 30, 2014, we had $162 and $190,528,
respectively, in cash.



For the nine months ended March 31, 2015, we used $445,526 in operating
activities, compared to a use of $480,502 for the same period in the previous year. The decrease in cash used ($34,976) is principally
due changes in net loss, stock-based compensation, amortization of discounts on notes payable and changes in fair value of derivatives.



We had no cash flows from investing activities during either nine-month
period.



For the nine months ended March 31, 2015, net cash provided by financing
activities was $255,160 versus $479,067 for the same period in the previous year. For the nine months ended March 31, 2014, most
of our funds were raised from sales of our common stock. During the current year however, much of our funds were raised through
the issuance of convertible promissory notes as our sales of common stock dropped from $400,000 to $100,000.



We anticipate funding any capital expenditures over the next 12
months through the issuance of equity or debt. We are continuing to evaluate both oil & gas and power generation assets.



We are currently in discussions with several intermediaries, advisors
and investors to structure and raise the funds to optimally finance various potential projects. We are evaluating debt and equity
placements at the corporate level as well as project specific capital opportunities. At the present time, we have no commitments
for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially
acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability
to compete. We may need to curtail expenses, and forgo business opportunities. Additional equity financings are likely to be dilutive
to holders of our common stock and debt financing, if available, may involve significant payment obligation and covenants that
restrict how we operate our business.



If we are unable to secure funds to finance various potential projects,
we may examine other possibilities, including, but not limited to, mergers or acquisitions.



Off-Balance Sheet Arrangements



We have not entered into any transactions with unconsolidated entities
in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements
that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated
entity that provides us with financing, liquidity, market risk or credit risk support.

14







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 and 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 and Note 1 to the financial statements filed on Form 10-K as of June 30, 2014,
filed on October 14, 2013.  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 material weaknesses
relating to the lack of segregation of duties in financial reporting, as accounting functions in Dubai are performed by individuals
lacking appropriate oversight by those with accounting and financial reporting expertise. The officers of the Company do not possess
accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working
capital to hire additional staff. To remedy this material weakness, management is considering hiring additional staff or outsourcing
some or all of the Company’s accounting functions to those with the appropriate level of accounting expertise.



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.



15







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



As of March 31, 2015, we had cash of $162.  We
will need significant capital expenditures and investments over the next twelve to eighteen months related to our growth program.  We
are also currently evaluating potential joint venture partners.  We plan to raise additional capital to fund these site
acquisitions or provide seed equity for the projects while we analyze financing options.



We are currently in discussions with several intermediaries, advisors
and investors to structure and raise the funds to optimally finance potential projects. We are evaluating debt and equity placements
at the corporate level as well as project specific capital opportunities. We have no commitments for any additional financing,
and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or
at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may
need to curtail expenses, reduce planned investments in technology and research and development and forgo business opportunities.
Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve
significant payment obligation and covenants that restrict how we operate our business.



We may incur expenses and costs
in connection with due diligence of potential partners and joint venturers, which projects may not come to fruition.



The Company is currently undertaking financial and technical due
diligence, both directly and through third parties, with respect to a potential acquisition of oil and gas properties in North
America and power general plants in the Middle East. EHII is still in discussion with various potential trading partners and oil
and gas property sellers and cannot make any estimates when or if the transaction will occur.



We are currently focusing on energy projects in the United
Arab Emirates and the Middle East, areas where there have been political conflicts and instability.



The Company is in discussions with a number of entities that are
located in the United Arab Emirates and elsewhere in the Middle East. Because of conflicts in the region, continuing terrorism
concerns, both in the United States and internationally, the environment in which we operate could become unstable.



16







Strategic acquisitions could have a dilutive effect on shareholdings.
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.



The elimination or significant reduction in the federal tax
incentive could have a material adverse effect on our results of operations



Costs of compliance with burdensome or changing environmental
and operational safety regulations could cause our focus to be diverted away from our business and our results of operations to
suffer.



Risks Related to an Investment in Our Common Stock



Our common stock price has fluctuated considerably and stockholders
may not be able to resell their shares at or above the price at which such shares were purchased.



The market price of our common stock has fluctuated in the past,
and may continue to fluctuate significantly in response to factors, some of which are beyond our control.  The stock
market in general has experienced extreme price and volume fluctuations. The market prices of securities of fuel-related companies
have experienced fluctuations that often have been unrelated or disproportionate to the operating results of these companies. Continued
market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value
of our common stock. Price volatility might be intensified under circumstances where the trading volume of our common stock is
low.



We may not be able to attract the attention of major brokerage
firms for research and support which may adversely affect the market price of our common stock.



Securities analysts of major brokerage firms may not publish research
on our common stock. The number of securities competing for the attention of such analysts is large and growing. Coverage of a
security by analysts at major brokerage firms increases the investing public’s knowledge of and interest in the issuer, which
may stimulate demand for and support the market price of the issuer’s securities. The failure of major brokerage firms to
cover our common stock may adversely affect the market price of our common stock.



17







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 million shares of
common stock, of which 45,364,087 shares were issued and outstanding as of March 31, 2015.  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.



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.



Investors should not anticipate receiving cash dividends on
our common stock.



We have never declared or paid any cash dividends or distributions
on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and, therefore,
we do not anticipate paying any cash dividends on our common stock in the foreseeable future.



We may issue shares of preferred stock without stockholder
approval that may adversely affect your rights as a holder of our common stock.



Upon our amending our certificate of incorporation authorizes us
to issue up to 50 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.



During the nine months ended March 31, 2015, we issued:



| | · | 45,000 shares for services to unrelated parties.
| | - | ------------------------------------------------

| | · | our Chief Executive Officer 236,644 for services.
| | - | -------------------------------------------------

| | · | 200,000 shares for $100,000 in cash.
| | - | ------------------------------------

| | · | 5,126,437 in complete conversion of our April 1 promissory note (see Notes 5 and 6 to the financial statements).
| | - | ----------------------------------------------------------------------------------------------------------------



18







We believe that Regulation S was available because:



| | · | None of these issuances involved underwriters, underwriting discounts or commissions;
| | - | -------------------------------------------------------------------------------------

| | · | We placed Regulation S required restrictive legends on all certificates issued;
| | - | -------------------------------------------------------------------------------

| | · | No offers or sales of stock under the Regulation S offering were made to persons in the United States; and
| | - | ----------------------------------------------------------------------------------------------------------

| | · | No direct selling efforts of the Regulation S offering were made in the United States.
| | - | --------------------------------------------------------------------------------------



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



We are in default of a promissory note issued to an investor in
the Middle East, all of the payments for which were due by July 1, 2014. We remain in default on this instrument.



ITEM 4.  MINE SAFETY DISCLOSURE



Not applicable.



ITEM 5.  OTHER INFORMATION



None







19







ITEM 6.  EXHIBITS



Exhibits



|31.1** | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a)                                                                  
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------
|31.2** | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)                                                                  
|32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



** Filed herewith







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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 20, 2015.



|             | ENERGY HOLDING INTERNATIONAL, INC.             
|------------ | -----------------------------------------------
|             |                                                
|May 20, 2015 | By:                                            
|             | John Adair,                                    
|             | Chairman, Chief Executive Officer and President







|May 20, 2015 | By:                                  | /s/ Jalal Al Ghani
|------------ | ------------------------------------ | ------------------
|             | Jalal Al Ghani,                     
|             | Director and Chief Financial Officer





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