Energy Holdings International (EGYH) 10-Q/A 26 May 15 2015 Q3 Quarterly report (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Mar. 31, 2015	Feb. 23, 2015
Document And Entity Information
Entity Registrant Name	ENERGY HOLDINGS INTERNATIONAL, INC.
Entity Central Index Key	1271046
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-24
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		45,364,087
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

CONSOLIDATED_BALANCE_SHEETS_Un

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Mar. 31, 2015	Jun. 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' EQUITY (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' EQUITY (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' EQUITY (DEFICIT)	-2,254,134	-1,487,633
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$52,065	$240,135

CONSOLIDATED_BALANCE_SHEETS_Un1

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Statement of Financial Position [Abstract]
Convertible short-term notes payable discount	$123,494	$40,336
Preferred stock, par value (in dollars per share)	$0.10	$0.10
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	45,364,087	39,756,006
Common stock, shares outstanding	45,364,087	39,756,006

CONSOLIDATED_STATEMENTS_OF_OPE

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
REVENUES
Consulting revenues
TOTAL REVENUES
OPERATING EXPENSES
General and administrative expenses	232,752	241,572	804,618	1,199,505
Depreciation	1,004	2,112	5,122	6,338
Total operating expenses	233,756	243,684	809,740	1,205,843
NET LOSS FROM OPERATIONS	-233,756	-243,684	-809,740	-1,205,843
OTHER INCOME/(EXPENSE)
Change in fair value of derivative liability	-35,282		-76,998
Interest expense	-30,587	-3,300	-90,402	-7,340
Total other income/(expense)	-65,869	-3,300	-167,400	-7,340
Net loss	($299,625)	($246,984)	($977,140)	($1,213,183)
Net loss per share - basic and diluted	($0.01)	($0.01)	($0.02)	($0.03)
Weighted average number of shares outstanding	45,364,087	39,056,006	42,925,089	38,674,802

CONSOLIDATED_STATEMENTS_OF_STO

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) (USD $)	Common Stock [Member]	Additional Paid In Capital [Member]	Common Stock Payable [Member]	Accumulated Deficit [Member]	Total
Balance at Jun. 30, 2013	$36,656	$3,897,989	$412,811	($5,536,705)	($1,189,249)
Balance, shares at Jun. 30, 2013	36,656,006
Shares issued for cash	1,100	808,900			810,000
Shares issued for cash, shares	1,100,000
Shares issued for services	750	366,750			367,500
Shares issued for services, shares	750,000
Extinguishment of stock payable	1,250	357,061	-358,311
Extinguishment of stock payable, shares	1,250,000
Imputed interest		8,000			8,000
Net loss				-1,483,884	-1,483,884
Balance at Jun. 30, 2014	39,756	5,438,700	54,500	-7,020,589	-1,487,633
Balance, shares at Jun. 30, 2014	39,756,006				39,756,006
Shares issued for cash	200	99,800			100,000
Shares issued for cash, shares	200,000
Shares issued for services	282	20,903			21,185
Shares issued for services, shares	281,644
Imputed interest		4,500			4,500
Conversion of convertible note	5,126	44,274			49,400
Conversion of convertible note, shares	5,126,437
Settlement of derivative liability upon conversion		35,554			35,554
Net loss				-977,140	-977,140
Balance at Mar. 31, 2015	$45,364	$5,642,231	$54,500	($7,997,729)	($2,254,134)
Balance, shares at Mar. 31, 2015	45,364,087				45,364,087

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Mar. 31, 2015	Mar. 31, 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
Issuance of convertible promissory notes	167,500
Debt issuance costs	-12,340
Sales of common stock	100,000	400,000
Net cash used in 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

ORGANIZATION_OPERATIONS_AND_SU

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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

3/31/15

6/30/14

3/31/15

6/30/14

3/31/15

6/30/14

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.

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.

GOING_CONCERN

GOING CONCERN	9 Months Ended
	Mar. 31, 2015
Going Concern
GOING CONCERN	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.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Mar. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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.
	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.

COMMON_STOCK_AND_CAPITAL_STRUC

COMMON STOCK AND CAPITAL STRUCTURE	9 Months Ended
	Mar. 31, 2015
Stockholders' Equity Note [Abstract]
COMMON STOCK AND CAPITAL STRUCTURE	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.

NOTES_PAYABLE

NOTES PAYABLE	9 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
NOTES PAYABLE	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.
	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	1/16/15	115%
	1/17/15	2/15/15	120%
	2/16/15	3/17/15	125%
	3/18/15	4/16/15	130%
	4/17/15	5/16/15	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.

DERIVATIVE_LIABILITY

DERIVATIVE LIABILITY

9 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITY

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.

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

Issuance

Change in

Ending

Balance

(Retirement)

Fair Value

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

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7. SUBSEQUENT EVENTS
	The Company has evaluated subsequent events through the date these financial statements were issued, none were noted.

ORGANIZATION_OPERATIONS_AND_SU1

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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

Fiscal Year

The Company’s fiscal year is June 30.

Cash and Cash Equivalents

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

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.

Revenue Recognition

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

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

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

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

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

3/31/15

6/30/14

3/31/15

6/30/14

3/31/15

6/30/14

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.

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

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.

ORGANIZATION_OPERATIONS_AND_SU2

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Mar. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of financial instruments using the three-tier fair value hierarchy	The following table shows our financial instruments using the three-tier fair value hierarchy:
		Level 1				Level 2				Level 3
	Description	3/31/15		6/30/14		3/31/15		6/30/14		3/31/15		6/30/14
	Derivatives (recurring)	$	—	$	—	$	—	$	—	$	219,969	$	26,541

NOTES_PAYABLE_Tables

NOTES PAYABLE (Tables)	9 Months Ended
	Mar. 31, 2015
Debt Disclosure [Abstract]
Schedule of maturity percentages for note payable	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	1/16/15	115%
	1/17/15	2/15/15	120%
	2/16/15	3/17/15	125%
	3/18/15	4/16/15	130%
	4/17/15	5/16/15	135%

DERIVATIVE_LIABILITY_Tables

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Mar. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of changes in the level three derivative liability measured on a recurring basis	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		Issuance			Change in			Ending
		Balance		(Retirement)			Fair Value			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

ORGANIZATION_OPERATIONS_AND_SU3

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narratives)	9 Months Ended
	Mar. 31, 2015
Office Furniture [Member]
Useful lives of property and equipment	P5Y
Equipment [Member]
Useful lives of property and equipment	P7Y

ORGANIZATION_OPERATIONS_AND_SU4

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Recurring [Member], Level 3 [Member], USD $)	Mar. 31, 2015	Jun. 30, 2014
Recurring [Member] | Level 3 [Member]
Derivatives	$219,969	$26,541

GOING_CONCERN_Details_Narrativ

GOING CONCERN (Details Narrative) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Going Concern Details Narrative
Working capital deficit	$2,264,962	$1,503,583

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2015
Accruals due to other related parties	$72,000
Payments of due to other related parties	15,500
Payment of expenses by officers	108,506
Short-term loans from officers	1,401
Reimbursement to officers	68,634
Accrual of officers salaries	395,916
Officer compensation	195,142
John Adair, Chief Executive Officer [Member]
Officer compensation	$14,435
Shares issued for services, shares	236,644

COMMON_STOCK_AND_CAPITAL_STRUC1

COMMON STOCK AND CAPITAL STRUCTURE (Details Narrative) (USD $)	9 Months Ended	0 Months Ended
	Mar. 31, 2015	Jul. 21, 2011	Jun. 30, 2014	Mar. 31, 2014
		Plants
		MW
Officer compensation	$195,142
Preferred stock, shares authorized	25,000,000		25,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$0.10		$0.10	$0.00
Bangladesh Subsidiary [Member]
Percent of subsidiary sold		25.00%
Number of power plants		2
Energy provided by power plants		225
Cash received for sale of stock in subsidiary		4,000,000
Percent of subsidiary conveyed within an option to purchase		10.00%
Operating capital to be raised by sale of subsidiary		1,000,000
Consultant [Member]
Shares issued for services, shares	45,000
Consulting expense	$6,750

NOTES_PAYABLE_Details_Narrativ

NOTES PAYABLE (Details Narratives) (USD $)	9 Months Ended		0 Months Ended	3 Months Ended	1 Months Ended	0 Months Ended	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 04, 2013	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2014	Mar. 31, 2015	Jun. 30, 2014
Amortization of discount	$76,998
Amortization of deferred finance charges	7,643
Short-term notes payable	28,840						28,840	28,840
Promissory note - Middle East Investor [Member]
Maturity date			1-Jul-14
Promissory note - Middle East Investor [Member]
Debt amount			100,000
Imputed interest payable	1,500						1,500
Convertible Promissory Note 4/1/14 [Member]
Debt amount	0	47,500		47,500			0
Interest rate		8.00%		8.00%
Maturity date				1-Dec-14
Interest accrued on debt	958
Amortization of discount and deferred finance charges	9,472
Promissory Note - Consultant [Member]
Interest accrued on debt	3,893
Short-term notes payable	28,840						28,840
Interest due	4,066						4,066
New Convertible Promissory Note 11/17/14 [Member]
Debt amount	84,000						84,000
Interest rate	8.00%						8.00%
Interest rate after maturity	22.00%						22.00%
Maturity date					19-Aug-15
Interest accrued on debt					2,467
Amortization of discount					15,370
Amortization of deferred finance charges					1,949
Conversion price of debt	$0.00						0.00009
Percent of average trading price in debt conversion					58.00%
New Convertible Promissory Note 12/17/14 [Member]
Debt amount	57,000						57,000
Interest rate	12.00%						12.00%
Maturity date						17-Jun-15
Interest accrued on debt						1,724
Amortization of discount						12,482
Amortization of deferred finance charges						4,000
Percent of average trading price in debt conversion						50.00%
New Convertible Promissory Note 12/17/14 [Member] | Within 90 days of Issuance
Percent of debt payment before maturity							140.00%
New Convertible Promissory Note 12/17/14 [Member] | 91 to 120 days
Percent of debt payment before maturity							150.00%
New Convertible Promissory Note 12/17/14 [Member] | after 120 days
Percent of debt payment before maturity							150.00%
New Convertible Promissory Note 2/20/15 [Member]
Debt amount	26,500						26,500
Interest rate	8.00%						8.00%
Interest rate after maturity	24.00%						24.00%
Interest accrued on debt							227
Amortization of discount							638
Amortization of deferred finance charges							160
Conversion price of debt	$0.03						0.0295
Penalty, in default	20.00%						20.00%
Discount rate							63.29%
Conversion Rate							0.5

NOTES_PAYABLE_Details

NOTES PAYABLE (Details) (New Convertible Promissory Note 11/17/14 [Member])	9 Months Ended
	Mar. 31, 2015
11/17/14 to 12/17/14
Percent of debt payment before maturity	110.00%
11/17/14 to 12/17/14
Percent of debt payment before maturity	115.00%
01/17/15 to 02/15/15
Percent of debt payment before maturity	120.00%
02/16/15 to 03/17/15
Percent of debt payment before maturity	125.00%
03/18/15 to 04/16/15
Percent of debt payment before maturity	130.00%
04/17/15 to 05/16/15
Percent of debt payment before maturity	135.00%

DERIVATIVE_LIABILITY_Details_N

DERIVATIVE LIABILITY (Details Narratives) (USD $)	12 Months Ended			6 Months Ended	9 Months Ended	3 Months Ended
	Mar. 31, 2015	Feb. 20, 2015	Dec. 31, 2014	Dec. 31, 2014	Mar. 31, 2015	Mar. 31, 2015	Mar. 31, 2014
Projected Volatility Rate	422.00%	415.00%	412.00%
Projected Exercise Price	$0.02				0.0178	$0.02
Embedded Derivative [Member]
Stock price	$0.10				0.1	$0.10
Event of default (percentage)				0.00%
Redemption				0.00%
Conversion of note, principal amount				$47,500
Conversion of note, interest amount				1,900
Conversion of note, discount amount				30,861
Conversion of note, extinguishment amount				35,554
Embedded Derivative [Member] | Minimum [Member]
Event of default (percentage)				1.00%
Redemption				0.00%
Embedded Derivative [Member] | Maximum [Member]
Event of default (percentage)				5.00%
Redemption				0.00%
Convertible Promissory Note 4/1/14 [Member]
Debt amount	0				0	0	47,500
New Convertible Promissory Note 11/17/14 [Member]
Debt amount	84,000				84,000	84,000
Conversion price of debt	$0.00				0.00009	$0.00
New Convertible Promissory Note 11/17/14 [Member] | Embedded Derivative [Member]
Discount rate				43.68%
New Convertible Promissory Note 12/17/14 [Member]
Debt amount	57,000				57,000	57,000
New Convertible Promissory Note 12/17/14 [Member] | Embedded Derivative [Member]
Discount rate				60.29%	50.20%
Conversion price of debt			0.0098	$0.01
New Convertible Promissory Note 2/20/15 [Member]
Debt amount	$26,500				26,500	$26,500
Discount rate						63.29%
Conversion price of debt	$0.03				0.0295	$0.03

DERIVATIVE_LIABILITY_Details

DERIVATIVE LIABILITY (Details) (USD $)	9 Months Ended
	Mar. 31, 2015	Jun. 30, 2014
Derivative Liabilities:
Balance, beginning	$26,541
Issuance (retirement)	163,754
Change in fair value	29,674
Balance, ending	219,969
Convertible Promissory Note 4/1/14 [Member]
Derivative Liabilities:
Balance, beginning		26,541
Balance, ending	26,541	26,541
New Convertible Promissory Note 11/17/14 [Member]
Derivative Liabilities:
Issuance (retirement)	68,484
Change in fair value	21,126
Balance, ending	89,610
New Convertible Promissory Note 12/17/14 [Member]
Derivative Liabilities:
Issuance (retirement)	84,812
Change in fair value	-3,471
Balance, ending	81,341
New Convertible Promissory Note 2/20/15 [Member]
Derivative Liabilities:
Issuance (retirement)	46,191
Change in fair value	2,827
Balance, ending	$49,018