Item
3.02 Unregistered Sales of Equity Securities
On
October 17, 2017, the Company issued 434,783 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group
Ltd., holder of a Convertible Promissory Note dated April 12, 2017 of the Company, for the conversion of $12,000.00 of the principal
amount of the Note. The principal amount of the Note after this conversion was $21,500.00.
On
October 19, 2017, the Company issued 371,057 shares of free-trading Common Stock of PHI Group, Inc. to JSJ Investments, Inc.,
holder of a Convertible Promissory Note dated February 2, 2017 of the Company, for the conversion of $10,000.00 of the principal
balance of the Note. The principal amount of the Note after this conversion was $11,000.00.
On
October 23, 2017, the Company issued 622,407 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group
Ltd., holder of a Convertible Promissory Note dated April 12, 2017 of the Company, for the conversion of $15,000.00 principal
balance of the Note. The principal amount of the Note after this conversion was $6,500.00.
On
October 24, 2017, the Company issued 250,000 shares of free-trading Common Stock of PHI Group, Inc. to EMA Financial LLC., holder
of a Convertible Promissory Note dated April 04, 2017 of the Company, for the conversion of $3,587.50 of the principal amount
of the Note, less $750.00 of applicable fees under the Note. The principal balance of the Note after this conversion was $46,162.50.
As
of October 27, 2017 there are 42,761,229 shares of the Company’s common stock issued and outstanding, excluding 5,673,327
shares of common stock that have been set aside for a special dividend distribution.