Current Report Filing (8-k)
January 06 2022 - 11:31AM
Edgar (US Regulatory)
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2022-01-05
2022-01-05
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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): January 5, 2022
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
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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 (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 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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Precommencement
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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Precommencement
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
7 – REGULATION FD DISCLOSURE
Item
7.01 Regulation FD Disclosure
The
information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’ for
any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The
information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act
or the Exchange Act regardless of any general incorporation language in such filing.
I.
Amendment to Articles of Domestication to change authorized capital
On
January 5, 2022, the Company filed “Profit Corporation Articles of Amendment” – Amendment ID 2022-003528529 - with
the Wyoming Secretary of State to amend Article No. 10 of the Company’s Articles of Domestication and change its authorized capital
as follows:
“10.
Aggregate number of shares or other ownership units which the Corporation has the authority to issue:
Total
Authorized Capital:
Sixty
Billion (60,000,000,000) shares of Common Stock with a par value of $0.001 per share and Five Hundred Million (500,000,000) shares of
Preferred Stock with a par value of $0.001 per share.
The
rights and terms associated with the shares of Preferred Stock will be determined by the Board of Directors of the Corporation.”
The
Company deemed it to be in the best interests of the Company and its shareholders to amend the capital structure of the Company and change
the authorized Common Stock at this time in order to allow for the consummation of contemplated acquisitions of target companies and
other transactions that may potentially add significant value to the Company.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) filed as part of this report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 06, 2022
PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman, Chairman and CEO
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