UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A No. 2
[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
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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
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 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.
ITEM
15. EXHIBITS
The
following exhibit is filed as part of this report:
MS
MADHAVA RAO
18115
Topham St., Tarzana, CA 91335
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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
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M.S.
Madhava Rao
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Chartered
Accountant
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Bangalore,
India
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April
15, 2021
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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:
April 15, 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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April
15, 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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April
15, 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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April
15, 2021
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TAM
T. BUI
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/s/
Frank Hawkins
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Director
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April
15, 2021
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FRANK
HAWKINS
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