UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended: JUNE 30, 2019
or
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________________________to _____________________________________
Commission
File Number: 2-78335-NY
PHI
GROUP, INC.
(Exact
name of
registrant
as specified in its charter)
Wyoming
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|
001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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|
File
Number)
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|
Identification
No.)
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2323
Main Street, Irvine, CA
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|
92614
|
(Address
of principal executive offices)
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|
(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
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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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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.
EXPLANATORY
NOTE - AMENDMENT
The
purpose of this Amendment to the Annual Report on Form 10-K/A 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 18, 2021 (the “Form
10-K/A”) is to correct the disclosures in connection with Item 2. and 3. under Note 23 of Form 10-K filed by the Company
with the Securities and Exchange Commission on March 11, 2021, as follows:
NOTE
23 – SUBSEQUENT EVENTS
2.
ESTABLISHMENT AND ACTIVATION OF PHILUX GLOBAL FUNDS SCA, SICAV-RAIF
On
June 11, 2020, the Company received the approval from the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and
successfully established and activated PHILUX GLOBAL FUNDS SCA, SICAV-RAIF (the “Fund”), Registration No. B244952,
a Luxembourg bank fund organized as a Reserved Alternative Investment Fund in accordance with the Luxembourg Law of July 23, 2016
relative to reserved alternative investment funds, Law of August 23, 2016 relative to commercial companies, and Modified Law of
July 12, 2013 relative to alternative investment fund managers.
The
following entities have been engaged to support the Fund’s operations: a) Custodian Bank: Hauck & Aufhauser Privatbankiers
AG, b) Administrative Registrar & Transfer Agent: Hauck & Aufhauser Alternative Investment Services S.A., c) Fund Manager:
Hauck & Aufhauser Fund Services S.A., d) Fund Attorneys: DLP Law Firm SARL and VCI Legal, e) Investment Advisor: PHILUX Capital
Advisors, Inc., f) Fund Auditors: E&Y Luxembourg and E&Y Vietnam, g) Fund Tax Advisor: ATOZ Tax Management, Luxembourg,
h) Fund Independent Asset Valuator: Cushman & Wakefield, Vietnam.
The
Fund is an umbrella fund containing one or more sub-fund compartments intended to invest in real estate, renewable energy, agriculture,
healthcare and especially the Asia Diamond Exchange in Vietnam.
3.
DEVELOPMENT OF THE ASIA DIAMOND EXCHANGE IN VIETNAM
Along
with the establishment of PHILUX Global Funds, since March 2018 the Company has worked closely with the Authority of Chu Lai Open
Economic Zone and the Provincial Government of Quang Nam, Vietnam to develop the Asia Diamond Exchange. Quang Nam Provincial Government
has agreed to allocate more than 200 hectares in the sanctioned Free-Trade Zone near Chu Lai Airport, Nui Thanh District, Quang
Nam Province in Central Vietnam for us to set up a multi-commodities center which would include the Asia Diamond Exchange. Recently,
another opportunity has arisen with the start of construction of the new international airport in Long Thanh District, Dong Nai
Province near Ho Chi Minh City in Southern Vietnam. In December 2020, the Vietnamese central government designated 1,200 hectares
of land in Bau Can village, Long Thanh District, Dong Nai Province as a new industrial zone. We are in the process of applying
for 600 hectares close to the Long Thanh International Airport to develop Long Thanh Multi-Commodities Logistics Center (LMLC)
which would house the proposed International Financial Center, an Urban Area and other hi-tech industrial operations.
NOTE:
No other changes have been made to this Form 10-K/A filed on March 18, 2021 with the Securities and Exchange Commission.
ITEM
15. EXHIBITS
The
following exhibits are filed as part of this report:
SIGNATURES
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.
PHI
GROUP, INC.
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Dated:
March 18, 2021
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman, President
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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.
SIGNATURE
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TITLE
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DATE
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/s/
Henry D. Fahman
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Chairman/President/Acting
Chief Financial Officer
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March
18, 2021
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HENRY
D. FAHMAN
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/s/
Tina T. Phan
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Secretary/Treasurer
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March
18, 2021
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TINA
T. PHAN
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/s/
Tam T. Bui
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Director
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March
18, 2021
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TAM
T. BUI
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/s/
Frank Hawkins
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Director
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March
18, 2021
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FRANK
HAWKINS
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