Washington, D.C. 20549


FORM 10-K/A No. 2




For the fiscal year ended: JUNE 30, 2019






For the transition period from _______________________________to _____________________________________


Commission File Number: 2-78335-NY





(Exact name of

registrant as specified in its charter)


Wyoming   001-38255-NY   90-0114535
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


2323 Main Street, Irvine, CA   92614
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: 702-475-5430


5348 Vegas Drive # 237, Las Vegas, NV 89108

(Former name or former address, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock   PHIL   OTC Markets


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.


Yes [  ] No [X]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes [  ] No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


Yes [X] No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes [  ] No [X]


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of March 09, 2021, there were 20,015,531,227 shares of the registrant’s $0.001 par value Common Stock, 10,000,000 shares of Class A Series II Preferred Stock and 180,000 shares of Class B Series I Preferred Stock issued and outstanding.








The purpose of this Amendment to the Annual Report on Form 10-K for the Fiscal Year ended June 30, 2019 of PHI Group, Inc. (the “Company” or “Registrant”) filed with the Securities and Exchange Commission on March 11, 2021 (the “Form 10-K/A No. 2”) is to correct and replace the Auditor’s Report regarding the Company’s financial statements in said Form 10-K. No other changes have been made to the Form 10-K filed on March 11, 2021, except those that were disclosed in Form 10-K/A filed with the Securities and Exchange Commission on March 18, 2021.




The following exhibit is filed as part of this report:


31.1 – 31.2   Certifications in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.





18115 Topham St., Tarzana, CA 91335




To the Board of Directors and Shareholders

PHI Group Inc.

2323 Main Street,

Irvine, CA 92614


Opinion on the Financial Statements


We have audited the accompanying Consolidated balance sheet of PHI Group, Inc. (the “Company”) as of June 30, 2019, the related statements of operations, changes in shareholders’ deficit and the related notes (collectively referred to as the “financial statements”). The financial statements of the Company for the year ended June 30, 2018 were audited by other auditors, whose report, dated October 12, 2018 expressed an unqualified opinion on those financial statements. Our opinion, in so far as it relates to the year end June 30, 2018, is based solely on the report of other auditors. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019, and the results of its operations and its cash flows for the period June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.


Basis for Opinion


These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $42,688,547 and had a negative cash flow from operations amounting to $244,324 for the year ended June 30, 2019. These factors as discussed in Note 22 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 22. The financial statements do not include any adjustments that might result from the outcome of this uncertainty


Critical Audit Matters


Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.


There are no critical audit matters.


M. S. Madhava Rao  
M.S. Madhava Rao  
Chartered Accountant  
Bangalore, India  
April 15, 2021  






Pursuant to the requirement of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: April 15, 2021     
By: /s/ Henry D. Fahman  
  Henry D. Fahman, President  


In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.


/s/ Henry D. Fahman   Chairman/President/Acting Chief Financial Officer   April 15, 2021
/s/ Tina T. Phan   Secretary/Treasurer   April 15, 2021
TINA T. PHAN        
/s/ Tam T. Bui   Director   April 15, 2021
TAM T. BUI        
/s/ Frank Hawkins   Director   April 15, 2021




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