Item
3.02 Unregistered Sales of Equity Securities
On December 12, 2017,
the Company issued 2,000,000 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 $7,140.00 of the principal balance of the Note, less
$1,050.00 of applicable fees under the Note. The principal balance due remaining under this Note after this conversion was $33,952.50
On December 13, 2017,
the Company issued 2,250,821 shares of free-trading Common Stock of PHI Group, Inc. to JSJ Investments, Inc., holder of the $40,000
Convertible Promissory Note dated April 5, 2017 of the Company, for the conversion of $12,420.75 of the principal balance of the
Note. The principal balance due remaining under this Note after this conversion was $27,579.25.
On December 14, 2017,
the Company issued 2,744,300 shares of free-trading Common Stock of PHI Group, Inc. to Auctus Fund, LLC, holder of a Convertible
Promissory Note dated March 3, 2017 of the Company, for the conversion of $10,339.52 of the principal balance of the Note together
with $137.68 of accrued and unpaid interest thereto and $500.00 applicable fee, totaling $10,977.20. The principal balance due
remaining under this Note after this conversion was $6,745.50.
On December 14, 2017,
the Company issued 1,724,138 shares of restricted Common Stock of the Company under the auspices of Rule 144 to Steve Truong for
$20,000.00 in cash pursuant to a Private Stock Purchase Agreement dated December 14, 2017 between the shareholder and the Company.
As of December 18, 2017 there
are 59,466,077 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.