SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

☒  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.  

EXPLANATORY NOTE 

The sole purpose of this Amendment 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, originally filed with the Securities and Exchange Commission on March 20, 2015, is to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the consolidated financial statements and notes included in Part I, Item I of the Form 10-Q.

No other changes have been made to the Form 10-Q, and the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.

2

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

3

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		$	190,528
Prepaid expenses and advances to employees		34,684			31,963
Deferred financing costs		6,391			1,694
Total current assets		41,237			224,185
Property, plant and equipment, net		2,647			7,769
Deposits		8,181			8,181
Total non-current assets		10,828			15,950
TOTAL ASSETS	$	52,065		$	240,135
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities	$	146,103		$	96,430
Accounts payable - related party		1,767,281			1,468,793
Short-term notes payable		28,840			28,840
Notes payable (in default)		100,000			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			7,164
Derivative liability		219,969			26,541
Total current liabilities		2,306,199			1,727,768
TOTAL LIABILITIES		2,306,199			1,727,768
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			39,756
Additional paid in capital		5,643,731			5,438,700
Common stock committed		54,500			54,500
Accumulated deficit		(7,997,729	)		(7,020,589	)
TOTAL STOCKHOLDERS' DEFICIT		(2,254,134	)		(1,487,633	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	52,065		$	240,135

The accompanying notes are integral to these financial statements.

4

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended March 31,						Three Months Ended March 31,
	2015			2014			2015			2014
REVENUES
Consulting revenues	$	—		$	—		$	—		$	—
TOTAL REVENUES		—			—			—			—
OPERATING EXPENSES
General and administrative expenses		804,618			1,199,505			232,752			241,572
Depreciation		5,122			6,338			1,004			2,112
Total operating expenses		809,740			1,205,843			233,756			243,684
NET LOSS FROM OPERATIONS		(809,740	)		(1,205,843	)		(233,756	)		(243,684	)
OTHER INCOME/(EXPENSE)
Change in fair value of derivative liability		(76,998	)		—			(35,282	)		—
Interest expense		(90,402	)		(7,340	)		(30,587	)		(3,300	)
Total other income/(expense)		(167,400	)		(7,340	)		(65,869	)		(3,300	)
Net loss	$	(977,140	)	$	(1,213,183	)	$	(299,625	)	$	(246,984	)
Net loss per share - basic and diluted	$	(0.02	)	$	(0.03	)	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		42,925,089			38,674,802			45,364,087			39,056,006

The accompanying notes are integral to these financial statements.

5

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	$	3,897,989	$	412,811		$	(5,536,705	)	$	(1,189,249	)
Shares issued for:
Cash		1,100,000		1,100		808,900								810,000
Services		750,000		750		366,750								367,500
Extinguishment of stock payable		1,250,000		1,250		357,061		(358,311	)					—
Imputed interest						8,000								8,000
Net loss											(1,483,884	)		(1,483,884	)
Balance at June 30, 2014		39,756,006		39,756		5,438,700		54,500			(7,020,589	)		(1,487,633	)
Shares issued for:
Services		281,644		282		20,903								21,185
Cash		200,000		200		99,800								100,000
Conversion of convertible note		5,126,437		5,126		44,274								49,400
Settlement of derivative liability upon conversion						35,554								35,554
Imputed interest						4,500								4,500
Net loss											(977,140	)		(977,140	)
Balance at March 31, 2015		45,364,087	$	45,364	$	5,643,731	$	54,500		$	(7,997,729	)	$	(2,254,134	)

The accompanying notes are integral to these financial statements.

6

ENERGY HOLDINGS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended March 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(977,140	)	$	(1,213,183	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest		4,500			4,940
Depreciation expense		5,122			6,338
Amortization of deferred finance charges		7,643			—
Amortization discount on note payable		76,998			—
Change in fair value of derivative		68,826			—
Stock-based compensation		21,185			367,500
Change in operating assets and liabilities:
Deposits, prepaid expenses and other current assets		(2,721	)		12,701
Accounts payable and accrued liabilities		51,515			22,585
Related party payables		298,546			318,617
Net cash used in operations		(445,526	)		(480,502	)
CASH FLOWS FROM FINANCING ACTIVITIES
Related party cash contributions		—			79,067
Issuances of convertible promissory notes		167,500			—
Debt issuances costs		(12,340	)		—
Sales of common stock		100,000			400,000
Net cash provided by financing activities		255,160			479,067
Net change in cash and equivalents		(190,366	)		(1,435	)
Cash and equivalents, beginning of period		190,528			1,590
Cash and equivalents, end of period	$	162		$	155
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		—			358,311
Exchange of trade payable for promissory note		—			40,000
Conversion of convertible note to common stock		49,400			—
Discount on convertible notes payable		151,984			—
Settlement of derivative liability		35,554			—

The accompanying notes are integral to these financial statements.

7

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.

8

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		06/30/14		03/31/15		06/30/14
Derivatives (recurring)	$	—	$	—	$	—	$	—	$	219,969	$	26,541

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.

9

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.

10

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.

11

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.

12

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		Issuance (Retirement)			Change in Fair Value			Ending Balance
April 1, 2014 $47,500 promissory note	$	26,541	$	(35,733	)	$	9,192		$	—
November 17, 2014 $84,000 promissory note		—		68,484			21,126			89,610
December 17, 2014 $57,000 promissory note		—		84,812			(3,471	)		81,341
February 20, 2015 $26,500 promissory note		—		46,191			2,827			49,018
Totals	$	26,541	$	163,754		$	29,674		$	219,969

NOTE 7. SUBSEQUENT EVENTS

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

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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.

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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.

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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.

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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.

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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.

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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).

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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

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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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

** Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act, the registrant has duly caused this Amendment No. 1 to Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENERGY HOLDING INTERNATIONAL, INC.
May 26, 2015	By:	/s/ John Adair
		John Adair,
		Chairman, Chief Executive Officer and President

May 26, 2015	By:	/s/ Jalal Al Ghani
		Jalal Al Ghani,
		Director and Chief Financial Officer

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