Item
3.02 Unregistered Sales of Equity Securities
On
February 8, 2018, the Company issued 2,509,693 shares of free-trading Common Stock of PHI Group, Inc. to Crown Bridge Partners,
LLC., holder of the $35,000.00 Convertible Promissory Note dated June 9, 2017 of the Company, for the conversion of $8,237.50
of principal, $1,012.66 of accrued interest, and $500.00 of fees under the Note, totaling $9,750.16. The principal balance due
remaining under this Note after this conversion was $0.00.
On
February 28, 2018, the Company issued 4,744,007 shares of free-trading Common Stock of PHI Group, Inc. to Crown Bridge Partners,
LLC., holder of the Common Stock Purchase Warrant dated as of June 9, 2017 in connection with the $35,000.00 Convertible Promissory
Note of June 9, 2017 by the Company, for the cashless exercise of $17,300.00 value of warrants. The total warrant value remaining
after this exercise was $17,700.00.
On
March 21, 2018, the Company signed Amendment # 1 to the Common Stock Purchase Warrant issued on January 31, 2018 with Crown Bridge
Partners, LLC. to remove Section 2(b) of the referenced Warrant in its entirety regarding Anti-Dilution Adjustments to Exercise
Price in connection with Crown Bridge Partners’ right to purchase of up to 125,000 shares of the Company’s Common
Stock at $0.40 per share. At the same time, Crown Bridge Partners, LLC. also agreed to modify Section 2(b) of the Common Stock
Purchase Warrant issued on October 26, 2017 regarding Anti-Dilution Adjustments to Exercise Price in connection with Crown Bridge
Partners’ right to purchase 87,500 shares of Common Stock of the Company at the price of $.40 per share.
On
April 13, 2018, the Company issued 4,653,954 shares of free-trading Common Stock of PHI Group, Inc. to Crown Bridge Partners,
LLC., holder of the Common Stock Purchase Warrant dated June 9, 2017 in connection with the $35,000.00 Convertible Promissory
Note of June 9, 2017 by the Company, for the cashless exercise of $17,700.00 value of warrants. The total warrant value remaining
after this exercise was $0.00.
On
April 17, 2018, the Company made a payment in the amount of $25,000.00, consisting of $16,666.67 of principal and $8,333.33 of
prepayment premium, to Power Up Lending Group, LLC. Investments, Inc. towards the total principal balance of $53,000.00 from the
Convertible Promissory Note dated as of 10/18/2017 between Power Up Lending Group, LLC. and the Company. The principal balance
due remaining under this Note after this payment was $36,333.33.
On
April 19, 2018, the Company issued 1,169,591 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group
Ltd., holder of a Convertible Promissory Note dated as of 10/18/2017 by the Company, for the conversion of $20,000.00 of the principal
amount of the Note, at the conversion price of $0.0171 per share. The principal amount of the Note remaining after this conversion
was $16,333.33.
On
April 23, 2018, the Company issued 1,127,820 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group
Ltd., holder of a Convertible Promissory Note dated as of 10/18/2017 by the Company, for the conversion of $15,000.00 of the principal
amount of the Note, at the conversion price of $0.0133 per share. The principal amount of the Note remaining after this conversion
was $1,333.33.
On
April 24, 2018, the Company issued 295,156 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd.,
holder of a Convertible Promissory Note dated as of 10/18/2017 by the Company, for the conversion of $1,333,33 of the principal
amount of the Note together with $2,120 of accrued and unpaid interest thereto, totaling $3,453.33, at the conversion price of
$0.0117 per share. The principal amount of the Note remaining after this conversion was $0.00.
On
April 27, 2018, Tina Phan, the Company’s Corporate Secretary and Treasurer, converted $120,000.00 of the accrued and unpaid
salaries for the fiscal years ended June 30, 2012 and June 30, 2013 into 4,629,630 shares of Restricted Common Stock of PHI Group,
Inc. at the effective price of $0.02592 per share, pursuant to the Company’s corporate resolutions dated November 2, 2012,
which still remain in full force and effect.
On
April 27, 2018, Henry Fahman, the Company’s Chief Executive Officer and Chief Financial Officer, converted $300,000.00 of
the accrued and unpaid salaries for the fiscal years ended June 30, 2012 and June 30, 2013 into 11,574,074 shares of Restricted
Common Stock of PHI Group, Inc. at the effective price of $0.02592 per share, pursuant to the Company’s corporate resolutions
dated November 2, 2012, which still remain in full force and effect.
As
of April 30, 2018 there are 123,378,297 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.