SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)




[x] QUARTERLY REPORT PURSUANT TO SECT ION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the Quarterly period ended March 31, 2010





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)





12012 Wickchester Lane, Suite 130


Houston, TX 77079


(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: May 7, 2010 was 29,462,109.














FORM 10-Q/A




Energy Holdings International, Inc.











TABLE OF CONTENTS








PART I  FINANCIAL INFORMATIONITEM 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 INFORMATIONITEM 1.  LEGAL PROCEEDINGS
12ITEM 1A. RISK FACTORS
12ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
16ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
16ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
16ITEM 5.  OTHER INFORMATION
16ITEM 6.  EXHIBITS
16SIGNATURES
17








- 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






March 31, 2010 (Unaudited)


June 30, 2009ASSETSCash and equivalents

$
651,560


$
25,600Other current assets


61,374



-Total current assets


712,934



25,600Furniture, Fixtures and Equipment, net of accumulated depreciation of $23,221 and $0 at March 31, 2010 and June 30, 2009, respectively


102,654



-Total non-current assets


102,654



-TOTAL ASSETS

$
815,588


$
25,600LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Accounts payable

$
33,658


$
14,884Related party payables


1,909



9,323Deferred Revenue


666,667



32,443Total current liabilities


702,234



56,650TOTAL LIABILITIES


702,234



56,650STOCKHOLDERS' EQUITY (DEFICIT)Preferred Stock - $0.10 par value: 25,000,000 shares authorized; none issued and outstanding as of March 31, 2010 and June 30, 2009


-



-Common stock, $0.01 par value; 100 million shares authorized, 29,462,109 and   15,476,409 shares issued and outstanding at March 31, 2010 and June 30, 2009


29,462



15,476Additional paid in capital


1,296,943



891,343Common stock committed


50,000



11,586Retained earnings


79,241



-Deficit accumulated during development stage


(949,455
)


(949,455
)TOTAL ENERGY HOLDINGS STOCKHOLDERS’ EQUITY (DEFICIT)


506,191



(31,050
)Non-controlling interests


(392,837
)


-TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)

$
815,588


$
25,600





The accompanying notes are integral to these financial statements.


- 3 -





ENERGY HOLDINGS INTERNATIONAL, INC.


RESULTS OF OPERATIONS


(Unaudited)





Nine months ended Mar 31,


Three months ended Mar 31,2010


2009

2010


2009REVENUESConsulting revenues
$
1,435,749

$
-

$
500,000

$
-TOTAL REVENUES

1,435,749


-


-


-OPERATING EXPENSESGeneral and administrative expenses

1,854,022


146,176


564,895


58,855Depreciation

27,168


276


15,556


164Total operating expenses

1,881,190


146,452


580,451


59,019PROFIT (LOSS) FROM OPERATIONS

(445,441
)

(146,452)


(80,451
)

(59,019
)OTHER INCOME/(EXPENSE)Gain on disposal of property

2,119


-


-


-Interest expense

-


(2,674)


-


-Total other income/(expense)

2,119


(2,674)


-


-Net income (loss)

(443,322
)

(149,126
)

(80,451
)

(59,019
)Net (income) loss attributable to non-controlling interests

522,563


-


409,147


-Net income attributable to Energy Holdings International
$
79,241

$
(149,126
)
$
328,696

$
(59,019)Net loss per share - basic and fully diluted
$
-

$
(0.03
)
$
0.01

$
-Weighted average number of shares outstanding – basic and fully diluted

22,877,601


5,931,308


29,462,109


15,476,409





The accompanying notes are integral to these financial statements.


- 4 -


ENERGY HOLDINGS INTERNATIONAL, INC.


STATEMENTS OF CASH FLOWS


(Unaudited)


Nine Months Ended Mar 31,2010


2009CASH FLOWS FROM OPERATING ACTIVITIESNet income / (loss)

$
79,241


$
(149,126
)Net loss, non-controlling interest


(392,837
)


-Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense


27,168



276Gain on sale of fixed asset


(2,119
)


-Stock based compensation


408,000



-Common stock committed for services


50,000



-Change in operating assets and liabilities:Other current assets


(61,374
)


-Accounts payable and accrued liabilities


28,274



(61,410
)Deferred revenues


634,224



-Related party payables


(7,414
)


(18,000
)Net cash provided by / (used in) operations


763,163



(228,260
)CASH FLOWS FROM INVESTING ACTIVITIESPurchases of fixed assets1


(137,203
)


-Net cash used in investing activities


(137,203
)


-CASH FLOWS FROM FINANCING ACTIVITIESNotes payable related party – borrowings


-



-Notes payable related party – payments


-



(13,000
)Sales of common stock


-



175,000Expenses paid by related parties


-



66,463Net cash provided by/(used in) financing activities


-



228,463Net change in cash and equivalents


625,960



203Cash and equivalents, beginning of period


25,600



57Cash and equivalents, end of period


651,560



260SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest

$
-


$
4,241Cash paid for income taxes

$
-


$
-SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITESSales of fixed assets in exchange for retirement of accounts payable

$
16,976


$
-





1. Purchases of fixed assets is net of accumulated depreciation existing at the point of consolidation (October 1, 2009) with Advance Energy, our consolidated subsidiary.





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.
 
 As is discussed in Note 5, the Company has consolidated the accounts of Advanced Energy DMCC, a firm in Dubai, United Arab, into its financial statements.
 Emirates
 
 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.  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 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, 2010 or June 30, 2009.
  Property and Equipment
 
 Property and equipment are recorded at cost and straight-line depreciated over each item's estimated useful life, which is three years for vehicles, computers and other items.


- 6 -





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) collectibility 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 March 31, 2010 and June 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 March 31, 2010 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, the Company adopted changes issued by the FASB related to the authoritative hierarchy of Generally Accepted Accounting Principals (GAAP) 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 GAAP.  These changes and the codification itself do not change GAAP, 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.
 
 Consolidation of Variable Interest Entity
 
 For the nine months ended March 31, 2010, non-controlling interest on the consolidated balance sheet represents equity and income attributable to the stockholders of Advanced Energy DMCC which are consolidated as required by the accounting rules governing consolidations and variable interest entities (“VIEs”).
 
 The management has concluded that Advanced Energy DMCC is a variable interest entity and that Energy Holdings International is the primary beneficiary since the Company advanced the former $525,324 to pay for operating expenses during the nine months ended March 31, 2010.  The Company is acting as the defacto agent for Advanced Energy.  Consequently, 100% of the equity, less the net loss of the subsidiary for the six month ended March 31, 2010 is included in non-controlling interests.
 
 NOTE 2. RELATED PARTY TRANSACIONS
 
 Advance Energy, whose accounts are consolidated into the financial statements of EHII, entered into an agreement on August 1, 2009 to provide consulting services an unrelated party, Arabian Business Strategies.   The Company received a lump-sum payment in August, 2009 of $2 million.  The agreement is for one year beginning August 1, 2009.  We have included eight months of revenue associated with this agreement ($1,333,333) into our income statement for the nine months ended March 31, 2010, and deferred $666,667 until future periods.
 - 8 -





ENERGY HOLDINGS INTERNATIONAL, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




NOTE 3.  COMMON STOCK
 
 EHII issued 13,985,700 shares to founders and to management for services during November, 2009. The balance of shares issued and outstanding as of February 16, 2010 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 additional 2.4 million shares were valued at $0.17, the price on the date of issuance, resulting in a charge of $408,000 to general and administrative expenses.
 
 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.
 
 As is discussed in Note 4, we have committed to issuing 25,000 shares of common stock for investor relations services.  We have included a liability in the equity section of the balance sheet for these shares, valuing them at $2.00 per share, the closing price on the date of the contract.  We have included the $50,000 cost in general and administrative expenses.
 
 NOTE 4.  COMMITMENTS AND CONTINGENCIES
 
 On November 19, 2009, the Company entered into a five year lease for approximately 2,338 square feet of office space in Houston, TX.  The Company expects to take possession of the space at such time as the leasor has obtained all necessary permits and the final certificate of occupancy.   The monthly base rent will be $3,896.67 for the first three years and $4,091.50 for the remaining two years.
 
 In January 2010, the Company entered into an investor relations agreement with an independent third party.  In consideration for the services, EHII will issue 25,000 shares of Company restricted common stock and will pay an additional amount of $2,500 per month.  The agreement is for 12 months, but may be terminated by either party upon 30 days prior written notice.
 
 NOTE 5.  CONSOLIDATION WITH ADVANCED ENERGY DMCC
 
 During the nine months ended March 31, 2010, the Company transferred $525,324 to Advanced Energy to pay its operating costs.
 
 Under accounting rules governing Variable Interest Entities contained in Accounting Codification Topic 810, an entity is a “Variable Interest Entity” when its equity investors do not have sufficient equity at risk such that the entity cannot finance its own activities. When a business has a controlling financial interest in a variable interest entity, the assets, liabilities, and profit of that entity must be included in consolidation.
 
 Management believes that the transfer of $525,324 to AED qualifies AED as a variable interest entity and Energy Holdings International as the beneficiary.  As a result, we have consolidated the financial statements of AED into the accounts of the Company as of October 1, 2009.  The accumulated equity, including the net loss of the subsidiary for the six months ended March 31, 2010 are included in non-controlling interests.
 
 NOTE 6.  SUBSEQUENT EVENTS
 
 On April 7, 2010, Rafic Koussa, the Company’s Chief Operating Officer and a Director resigned from these positions.  The Board of Directors accepted his resignation.
 
 The Company has evaluated subsequent events through the date these financial statements were issued.  - 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/A. 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/A 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.





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.


- 10 -


Results of Operations





For the Three Months Ended March 31, 2010 and 2009




Net Income. We had a net income attributable to the common shareholders of Energy Holdings of $328,696 for the three months ended March 31, 2010, after adding back in the loss attributable to non-controlling interests, compared to a net loss of $59,019 for the same period in 2009.  The difference in net income is due primarily from our inclusion of eight months of revenues associated with our consulting contract with Arabian Business Services as is mentioned in Note 2 to the financial statements.
 
 Operating Expenses.We incurred operating expenses of $580,541 for the three months ended March 31, 2010, compared to $59,019 for the same period in 2008.  This change was due to management’s increased activities in connection with its discussions with joint venture and acquisition partners, many of whom are located in the Middle East.
 
 For the Nine Months Ended March 31, 2010 and 2009
 
 Net Income. We had net income of $79,241 for the nine months ending March 31, 2010, after adding back in the loss attributable to non-controlling interests, compared to a net loss of $149,126 for the same period in 2009.  The difference is primarily due to revenues includes from our contract with Arabian Business Services, mitigated by increases in operating expenses which is discussed below.
 
 Operating Expenses.We incurred operating expenses of $1,881,190 for the nine months ended March 31, 2010 compared to $146,452 for the same period in 2009.  This change waa due to management’s increased activities in connection with its discussions with joint venture and acquisition partners, many of whom are located in the Middle East.
 
 Depreciation expense was significantly higher for the nine months ended March 31, 2010 when compared to the same period in 2009 because our depreciable fixed assets have increased significantly.
 
 Liquidity and Capital Resources
 
 As of March 31, 2010, we had $651,560 in cash.
 
 For the nine months ended March 31, 2010, we generated $768,811 from operating activities, compared to a negative cash flow from operating activities of $228,260 for the same period in 2009. The increase is related to the consulting contract closed in July 2009.
 For the nine months ended March 31, 2010, 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





Except as explained in Note 5, we have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.





Critical Accounting Policies





Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis 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.


- 11 -


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 March 31, 2010.  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.








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.


- 12 -


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, 2010, we had cash of $651,560.  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 projectsmay 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 a Dubai based company that provides environmental and renewable energy services throughout the Gulf Cooperation Council for the Arab States of the Gulf (GCC).    The target company is engaged in treating and sorting waste and recycling in Riyadh, UAE.  EHII is still in discussion with the target company 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.


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.


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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. For example, from May 2004 through March 31, 2010, the high and low bid or sales price for our common stock has been $2.00 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 May 13, 2010.  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.  - 14 -


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.





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.


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ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





EHII issued 14,370,300 shares to founders following the December 2008 sale of 96.5% of the Company’s outstanding stock, as well as to current management.  These shares were issued on November 5, 2009.  All of 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 November 2009.





EHII issued an additional 13,985,700 on February 16, 2010, of which 11,585,700 were committed to be issued as founders shares at the time of the sale change of control in December, 2008.






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








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


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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 18, 2010.





ENERGY HOLDING INTERNATIONAL, INC.May 18, 2010
By:
/s/ John AdairJohn Adair,Chief Executive Officer, President, and Chief Financial Officer

(principal executive officer and Principal Financial and Accounting Officer)








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