UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(AMENDMENT NO. 1)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2021

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

 

A PICTURE CONTAINING TEXT, CLIPART

DESCRIPTION AUTOMATICALLY GENERATED

 

PHI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming   90-0114535

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

identification Number)

 

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

 

  714-793-9227  
  (Registrant’s telephone number, including area code)  

 

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 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 ☐

 

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 ☒

  

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 19, 2021, there were 28,578,055,259 shares of the registrant’s $0.001 par value Common Stock issued and outstanding.

 

 

 

 

 

 

EXPLANATORY NOTE

 

PHI Group, Inc. (the “Company”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (the “Quarterly Report on Form 10-Q/A”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 filed with the Securities and Exchange Commission on November 22, 2021 (the “Original Report”). The purpose of this Quarterly Report on Form 10-Q/A is to correct two typographical errors in NOTE 6 and NOTE 15.6.d. of the Original Report as indicated below.

 

NOTE 6 - CURRENT LIABILITIES

 

1. Original text as filed in the Form 10-Q (Original Report) on November 22, 2021:

 

“NOTES PAYABLE: As of September 30, 2021, Notes Payable consist of $289,280 in short-term notes payable, $43,750 in PPP loan and $997,730 in convertible promissory notes.” This is to be replaced by the corrected text below:

 

2. Corrected text filed in this Form 10-Q/A:

 

“NOTES PAYABLE: As of September 30, 2021, Notes Payable consist of $298,280 in short-term notes payable, $43,750 in PPP loan and $997,730 in convertible promissory notes.”

 

NOTE 15 CONTRACTS AND COMMITMENTS

 

1. Original text under NOTE 15.6.d, as filed in the Form 10-Q (Original Report) on November 22, 2021:

 

“On September 01 2021, the Company issued a Promissory Note to Power Up Lending Group, Ltd., a Virginia corporation, in the amount of $53,750 at an interest rate of 8% per annum. This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a 39% discount to the average of the two lowest closing bid prices during the ten trading days immediately prior to the conversion date or may be prepaid on or prior to the 180th calendar day after the Issue Date at a Prepayment Factor of 125% to 139% depending on the passage of time from the date of issuance to the date of payment. The Company plans to prepay this note in cash prior to the 180th calendar day after the Issue Date.” This is to be replaced by the corrected text below:

 

 

 

 

2. Corrected text under NOTE 15.6.d. filed in this Form 10-Q/A:

 

“On September 01 2021, the Company issued a Promissory Note to Power Up Lending Group, Ltd., a Virginia corporation, in the amount of $43,750 at an interest rate of 8% per annum. This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a 39% discount to the average of the two lowest closing bid prices during the ten trading days immediately prior to the conversion date or may be prepaid on or prior to the 180th calendar day after the Issue Date at a Prepayment Factor of 125% to 139% depending on the passage of time from the date of issuance to the date of payment. The Company plans to prepay this note in cash prior to the 180th calendar day after the Issue Date.”

 

The remainder of the Original Report, including the financial statements and supplementary data, remains unchanged except for the inclusion of new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as required in connection with the filing of this Quarterly Report on Form 10-Q/A.

 

We have made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Report other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Original Report, and the Company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Report, including any amendments thereto.

 

Item 6. Exhibits

 

The following exhibits are filed herewith.

 

 

Exhibit

Number

 

Description

   
31.1   Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2   Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1   Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2  

Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

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