Current Report Filing (8-k)
July 30 2018 - 8:01AM
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): July 25, 2018
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001
-38255
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|
90-0114535
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
5348
Vegas Drive # 237
Las
Vegas, NV
|
|
89108
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
a.
Effective on July 25, 2018, the independent accountant who was previously engaged as the principal accountant to audit the Registrant’s
financial statements, Dave Banerjee, CPA, submitted a letter of resignation as auditor for the Registrant. This accountant’s
reports on the financial statements for the past two fiscal years 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 account’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 two most recent fiscal years
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 Dave Banerjee, CPA’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
two most recent fiscal years and the subsequent interim period preceding the former accountant’s resignation.
Dave
Banerjee, CPA’s resignation letter is attached as Exhibit 16.1 to this Form 8-K.
b.
Effective on July 27, 2018, the accounting firm of DylanFloyd Accounting & Consulting, a PCAOB-registered firm, was engaged
to serve as the new independent principal accountant to audit the Registrant’s financial statements for the fiscal year
ended June 30, 2018 and to perform interim reviews of the Registrant’s unaudited quarterly financial information for the
periods ending September 30, 2018, December 31, 2018 and March 31, 2019. During the Registrant’s two most recent fiscal
years, and the subsequent interim period prior to engaging that accountant, neither the Registrant (nor someone on its behalf)
consulted the newly engaged accountant 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 was provided to the Company nor
oral advice was provided that DylanFloyd Accounting & Consulting concluded was 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 was 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:
July 30, 2018
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