Current Report Filing (8-k)
May 07 2020 - 5:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 28, 2020
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Wyoming
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001-38255
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90-0114535
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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5348
Vegas Drive # 237
Las
Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 475-5430
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
Stock
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PHIL
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OTC
Markets
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SECTION
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
a.
Effective on April 28, 2020, the independent accountant who was previously engaged as the principal accountant to audit the Registrant’s
financial statements, DylanFloyd Accounting & Consulting, submitted a letter of resignation as auditor for the Registrant.
This accountant’s reports on the financial statements for the fiscal year ended June 30, 2018 and the reviews on the financial
statements for the quarters ended September 30, 2018, December 31, 2018 and March 31, 2019 neither contained an adverse opinion
or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles other than
a going concern uncertainty. This accountant’s decision to resign as auditor for the Registrant was based upon scheduling
conflict and its resources and not based upon any issues related to the Registrant’s audit. During the Registrant’s
fiscal year ended June 30, 2018 and any subsequent interim periods preceding such resignation, there were no disagreements with
the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to DylanFloyd Accounting & Consulting’s satisfaction, would have
caused it to make reference to the subject matter of the disagreement in connection with any report on the Registration’s
financial statements. In addition, there were no “reportable events,” as described in paragraph (a)(1)(v) of Item
304 of Regulation S-K, that occurred within the Registrant’s fiscal year ended June 30, 2018 and the subsequent interim
period preceding the former accountant’s resignation.
DylanFloyd
Accounting & Consulting’s resignation letter is attached as Exhibit 16.1 to this Form 8-K.
b.
The Company is in the process of selecting a new PCAOB-registered accounting firm to serve as the new independent principal
accountant to audit the Registrant’s financial statements for the fiscal year ended June 30, 2019 and to perform interim
reviews of the Registrant’s unaudited quarterly financial information for the periods ending September 30, 2019, December
31, 2019 and March 31, 2020. During the Registrant’s fiscal year ended June 30, 2018 and the subsequent interim periods
prior to engaging the new accountant, neither the Registrant nor someone on its behalf did or will consult the new accountant
to be engaged regarding either:
1.
the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company’s financial statements, and neither a written report would be provided to the Company
nor oral advice would be provided that the new independent accountant would conclude as an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or
2.
any matter that would be either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K
and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Section
9 – Financial Statements and Exhibits
Item
9.01 Exhibits
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
PHI
GROUP, INC.
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/s/
Henry Fahman
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Henry
Fahman, Chief Executive Officer
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Date:
May 07, 2020
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