NOTE 4 – PROPERTIES AND EQUIPMENT

Except as disclosed elsewhere in this report, theThe Company did not have any properties or equipment as of March 31, 2019.2020.

NOTE 5– OTHER CURRENT ASSETS

Other Assets comprise of the following: (1) As of March 31, 2019: $5,000 investment in Aquarius Power,2020, Other Current Assets consist of $1,605 loan to American Laser Healthcare, Inc., $25,000,000 investment in 51% of twenty-one mining claims over an area of approximately 400 acres situated five miles Northeast of the town of Granite, Grant County, Oregon, U.S.A., near Granite Creek, within a precious metals belt 30-40 miles wide (N-S) and 100 miles long (E-W); coincident with the core of the Blue Mountains, along the Snake River; 3,060,000 shares of Common Stock of Vinafilms Joint Stock Company equivalent to 51% of this company, valued at $1,311,419; and Contract Assets of $3,347,841 totaling $29,664,260; (2) As of June 30, 2018: $5,000 investment in Aquarius Power, Inc., $25,000,000 investment in 51% of twenty-one mining claims over an area of approximately 400 acres situated five miles Northeast of the town of Granite, Grant County, Oregon, U.S.A., near Granite Creek, within a precious metals belt 30-40 miles wide (N-S) and 100 miles long (E-W); coincident with the core of the Blue Mountains, along the Snake River; and Contract Assets of $697,841 totaling $25,702,841.

NOTE 6 – DISCONTINUED OPERATIONS

In June 2012, the Company decided to recognize the businesses of PHI Gold Corp. (formerly PHI Mining Corporation), Providential Vietnam Ltd., PHI Energy Corp., and Philand Ranch Ltd., a United Kingdom corporation, together with its wholly-owned subsidiaries Philand Corporation (USA), Philand Ranch Ltd. (Singapore) and Philand Vietnam Ltd. as discontinued operations for practical business and accounting purposes. As of March 31, 2019, the Company had a balance of $1,255,037 as Long-term Liabilities from Discontinued Operations.

NOTE 76 – CURRENT LIABILITIES

Current liabilitiesLiabilities of the Company consistedconsist of the followings as of March 31, 20192020 and June 30, 2018:2019.

NOTE 8 – LONG-TERM LIABILITIES

Long-term liabilities of the Company consisted of the followingsACCRUED EXPENSES: Accrued expenses as of March 31, 20192020 totaling $2,719,499 consist of $1,485,151 in accrued salaries and June 30, 2018:

DUE TO PREFERRED STOCKHOLDERS OF DISCONTINUED SUBSIDIARY$1,234,348 in accrued interest from short-term notes and convertible notes.

NOTES PAYABLE (NET): As of March 31, 2019, the Company recognized $215,000 Long-term Liabilities2020, Notes Payable consist of $337,200 in short-term notes payable to holders of preferred stock of Providential Securities, Inc., a previous subsidiary of the Company that was discontinuedand $286,840 in the year 2000. In the early 2000’s, the Company had made an offer for these preferred stockholders to receive shares of common stock in the Company in exchange for the preferred shares in the discontinued subsidiary but only a small number of the preferred shareholders responded and accepted the offer. In more recent years, the Company has also attempted to contact these preferred shareholders from time to time but have not received further response from them. The Company has continued to accrue imputed interest expenses at 12% per annum on the balance of $215,000 on a quarterly basis.convertible promissory notes.

ADVANCES FROM CUSTOMERSCUSTOMERS:

As of September 30, 2012, theThe Company reclassified the previously recorded Unearned Revenues$430,500 as Advances from Customers becausefor $288,219 of consulting fees previously received from a client and the balance in accrued interest. The Company was not able to complete the consulting services for the related client due to itsthe client’s inability to provide GAAP-compliant audited financial statements in order to file a registration statement with the Securities and Exchange Commission. As of March 31,

SUB-FUND OBILGATIONS: During the fiscal year ended June 30, 2019, the Company received $800,000 from European Plastic Joint Stock Company towards the expenses and capitalization for setting up the energy sub-fund and $466,634 from Saigon Pho Palace Joint Stock Company towards the expenses and capitalization for setting up the real estate sub-fund respectively under the master PHILUX Global Funds. The Company has recorded $288,219these amounts as liabilities until these sub-funds are set up and activated, at which time the sub-fund participants will receive 49% of Advances from Customers as a Long-term Liability.

In September 2017, the Company signed a Settlement Agreement and agreed to pay Thinh Hung Investment Co.general partners’ portion of ownership in the relevant sub-funds for a total amountcontribution of $381,000 which includes the outstanding balance of $288,219 mentioned above and $92,781 in accrued interest that is recorded as Other Current Liability in the balance sheets of the Company as of March 31, 2019.$2,000,000 each.

NOTE 97 – DUE TO OFFICERS

Due to officer, represents loans and advances made by officers and directors of the Company and its subsidiaries, unsecured and due on demand. As of March 31, 20192020 and June 30, 2018,2019, the balances were $426,417$1,703,116 and $233,577,$890,897, respectively.

NOTE 108 – LOANS AND PROMISSORY NOTES

In the course of its business, the Company has obtained short-term loans from individuals and institutional investors.

As of March 31, 2019,2020, the Company had $973,310$337,200 in short-term notes payable with $2,214,980$1,234,348 accrued and unpaid interest. These notes bear interest rates ranging from 0% to 36% per annum.

During the quarter ended March 31, 2019, the Company did not issue any new convertible promissory note.

During the quarter ended March 31, 2019, a number of holders of the Company’s convertible promissory notes converted certain amounts of principal and accrued interest in connection with those convertible promissory note(s) totaling 6,304,166,551 shares of Common Stock of the Company. (Note 14 – Common Stock).

As of March 31, 2019,2020, the Company had a net balance of $370,048$286,840 in convertible promissory notes, which included $595,207 in face value and $225,158 in note discounts.notes. The derivative liabilities associated with these notes are $637,913$310,870 and the accrued interest is $7,102 as of March 31, 2019.2020.

The Company relies on the results a professional, independent valuation firm to record the value of derivative liabilities, discounts, and change in fair value of derivatives in connection with these convertible notes and warrants, if any, that are related to the convertible notes. The Company intends and prefers to repay the outstanding notes in cash as much as practical.

NOTE 11 – LITIGATION

LEGAL PROCEEDING SETTLED AND UNPAID AS OF MARCH 31, 2019:

QUANG VAN CAO AND NHAN THI NGUYEN CAO VS. PROVIDENTIAL SECURITIES, INC. ET AL.

This case was originally submitted to Orange County Superior Court, CA on June 25, 1997, Case No. 781121, and subsequently moved to NASD Dispute resolution for arbitration. On or about August 24, 2000, the Company’s legal counsel negotiated with the Claimant’s counsel and unilaterally reached a settlement that had not been approved by the Company. While the Company was in the process of re-negotiating the terms of said settlement, the Claimants filed a request for arbitration hearing before the National Association of Securities Dealers on October 4, 2000, Case No. 99-03160. Thereafter, the Claimants filed a complaint with the Orange County Superior Court, CA on October 31, 2000, Case No. 00CC13067 for alleged breach of contract for damages in the sum of $75,000 plus pre-judgment interest, costs incurred in connection with the complaint, and other relief. Without admitting or denying any allegations, the Company reached a settlement agreement with the Claimants whereby the Company would pay the Claimants a total of $62,500 plus $4,500 in administrative costs. As the date of this report, the Company has paid $2,500 and is subject to an entry of judgment for $79,000. In May 2011, the Claimants filed an application for and renewal of judgment for a total of $140,490.78. As of March 31, 2019 the Company accrued $172,091 for potential liabilities in connection with this case in the accompanying consolidated financial statements.

WILLIAM DAVIDSON VS. DOAN ET AL.

On or about February 01, 2010, the company was notified of a suit that was filed with the Superior Court of the State of California for the County of Los Angeles on November 24, 2009 by William Davidson, an individual against Martin Doan, Henry Fahman, Benjamin Tran, HRCiti Corporation, and Providential Capital, Inc. (collectively referred to as “Defendants” - Case No. BC 426831). Plaintiff demanded an amount of not less than $140,000.00 from Defendants for promissory notes outstanding between Plaintiff and the company.

On July 09, 2012 William Davidson and PHI Capital Holdings, Inc. (formerly Providential Capital, Inc.), a subsidiary of the Company, reached a settlement agreement with respect to whereby PHI Capital agreed to pay William Davidson a total of $200,000 over a period of nineteen months beginning September 1, 2012. Since November 30, 2012, William Davidson has converted portions of the total amount into common stock of PHI Group, Inc. in lieu of cash payment. The Company has accrued $90,000 as the required liability associated with the balance of these notes in the accompanying consolidated financial statements as of March 31, 2019.

NOTE 129 – PAYROLL TAX LIABILITIES

The payroll liabilities are accrued and recorded as accrued expenses in the consolidated balance sheet. During the fiscal year ended June 30, 2014, the Company paid $41,974.22 to the Internal Revenue Service and $ 19,289.94 to the State of California Employment Development Department towards the purported balance of $118,399 of payroll tax, penalties and interest.interest claimed by these agencies. The Company intends to settle these mattershas not resolved the remaining balances with the appropriate agenciesInternal Revenue Service and the State of California Employment Department as soonof March 31, 2020. As of April 20, 2021, the total balance as possible.most recently notified by the Internal Revenue Service is estimated to be $4,704.

NOTE 1310 – BASIC AND DILUTED NET PROFIT (LOSS) PER SHARE

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings per Share”. Under the provision of SFAS No. 128, basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period. Basic and diluted weighted average numbers of shares for the period ended March 31, 31, 20192020 were the same since the inclusion of Common stock equivalents is anti-dilutive.

NOTE 1411 –STOCKHOLDER’S EQUITY

In accordance with the ArticlesAs of Incorporation and Amendments to the Articles of Incorporation filed with the Nevada Secretary of State to date,March 31, 2020, the total number of authorized capital stock of the Company is thirty-one billionwas shares with a par value of $0.001 per share, consisting of 30.5 billion30,500,000,000 shares of voting Common Stock with a par value of $0.001 per share and 500,000,000 shares of Preferred Stock with a par value of $0.001 per share. The rights and terms associated with the Preferred Stock will be determined by the Board of Directors of the Company.

Treasury Stock:TREASURY STOCK

The balance of treasury stock as of March 31, 20192020 was 484,767 post-split shares valued at $44,170 according to cost method.

COMMON STOCK

Common Stock:During the quarter ended March 31, 2019,2020, the Company issued the following amountsdid not issue any of its Common Stock for conversions of convertible promissory notes:

Conversions into Common Stock

On 2/25/2019, the Company issued 9,722,222 shares of restricted common stock of the Company to Andreas Held for cash in accordance with Rule 144.Stock.

As of March 31, 2019,2020, there were 6,761,268,673 shares of the Company’s common stock issued and outstanding and as of May 17, 2019, there were 8,846,086,24913,196,408,755 shares of the Company’s common stock issued and outstanding.

Preferred Stock:PREFERRED STOCK

The Company has filed Certificates of Designation and Amendments to Certificate of Designation with the Nevada Secretary of State to designate the Company’s authorized Preferred Stock. As of March 31, 2020 the designations of the Company’s Preferred Stock were as follows:

ClassCLASS A Preferred StockPREFERRED STOCK

I. DESIGNATIONS, AMOUNTS AND DIVIDENDS

1.Class A Series I Cumulative Convertible Redeemable Preferred Stock

A. Designation: Twenty million (20,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as Class A Series I Cumulative Convertible Redeemable Preferred Stock

B. Number of Shares: The number of shares of Class A Series I Preferred Stock authorized shall be twenty million (20,000,000) shares.

C. Dividends: Each holder of Class A Series I Preferred Stock is entitled to receive ten percent (10%) non-compounding cumulative dividends per annum, payable semi-annually.

2. Class A Series II Cumulative Convertible Redeemable Preferred Stock

A. Designation. Twenty-five million (25,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated Class A Series II Cumulative Convertible Redeemable Preferred Stock (the “Class A Series II Preferred Stock”).

B. Number of Shares. The number of shares of Class A Series II Preferred Stock authorized shall be twenty-five million (25,000,000) shares.

C. Dividends: Each holder of Class A Series II Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per annum, payable semi-annually.

3. Class A Series III Cumulative Convertible Redeemable Preferred Stock

A. Designation. Fifty million (50,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as Class A Series III Cumulative Convertible Redeemable Preferred Stock (the “Class A Series III Preferred Stock”).

B. Number of Shares. The number of shares of Class A Series III Preferred Stock authorized shall be fifty million (50,000,000) shares.

C. Dividends: Each holder of Class A Series III Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per annum, payable semi-annually.

II. CONVERSION

1. Conversion of Series I and/or Series II Class A Preferred Stock into Common Stock of PHI Group, Inc.

Each share of the Class A Preferred Stock, either Series I or Series II shall be convertible into the Company’s Common Stock any time after two years from the date of issuance at a Variable Conversion Price (as defined herein) of the Common Stock. The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the average Trading Price for the Company’s Common Stock during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Class A Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, or applicable trading market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company and Holder of the Class A Preferred Stock.

2. Conversion of Series I and/or Series II Class A Preferred Stock into Common Stock of a subsidiary of PHI Group, Inc.’s.

Alternatively, each share of the Class A Preferred Stock, either Series I or Series II, may be convertible into Common Stock of a subsidiary of PHI Group, Inc.’s, to be determined by the Company’s Board of Directors, any time after such subsidiary has become a fully-reporting publicly traded company for at least three months, at a Variable Conversion Price (as defined herein). The Variable Conversion Price to be used in connection with the conversion into Common Stock of a subsidiary of PHI Group, Inc.’s shall mean 50% multiplied by the Market Price (as defined herein), representing a discount rate of 50%, of that Common Stock. “Market Price” means the average Trading Price for the Common Stock of said subsidiary of PHI Group, Inc.’s during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company, said subsidiary and Holder of the Class A Preferred Stock.”

3. Conversion of Class A Series III Preferred Stock of PHI Group, Inc. into Common Stock of American Pacific Plastics, Inc., a subsidiary of PHI Group, Inc.’s.

The entire Class A Series III Preferred Stock of PHI Group, Inc. (i.e. fifty million (50,000,000) shares) may be convertible into eighty percent (80%) American Pacific Plastics, Inc.’s Common Stock which will have been issued and outstanding immediately after such conversion or exchange on a pro rata basis.

4. Conversion Shares.

The amount of shares of Common Stock of PHI Group, Inc., or alternatively, of a subsidiary of PHI Group, Inc.’s, to be received by Holder at the time of conversion of Class A Series I or Series II Preferred Stock of PHI Group, Inc. will be based on the following formula:

III. REDEMPTION RIGHTS

The Corporation, after a period of two years from the date of issuance, may at any time or from time to time redeem the Class A Preferred Stock, either Series I, Series II or Series III, in whole or in part, at the option of the Company’s Board of Directors, at a price equal to one hundred twenty percent (120%) of the original purchase price of the Class A Preferred Stock or of a unit consisting of any shares of Class A Preferred Stock and any warrants attached thereto, plus, in each case, accumulated and unpaid dividends to the date fixed for redemption.

IV. LIQUIDATION

Upon the occurrence of a Liquidation Event (as defined below), the holders of Class A Preferred Stock are entitled to receive net assets on a pro rata basis. As used herein, “Liquidation Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the holders of the Class A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Class A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”), unless the holders of the shares of Class A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders of Class A Preferred Stock elect otherwise.

V. RANK

All shares of the Class A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii)pari passuwith any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Class A Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Class A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

VI. VOTING RIGHTS

1. Class A Series I, II and III Preferred Stock of PHI Group, Inc. shall have no voting rights.

VII. PROTECTION PROVISIONS

So long as any shares of Class A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the majority written consent of the holders of Class A Preferred Stock, alter or change the rights, preferences or privileges of the Class A Preferred Stock so as to affect adversely the holders of Class A Preferred Stock.

VIII. MISCELLANEOUS

A. Status of Redeemed Stock: In case any shares of Class A Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Class A Preferred Stock.

B.Lost or Stolen Certificates: Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Class A Preferred Stock contemporaneously requests the Corporation to convert such holder’s Class A Preferred Stock into Common Stock.

C.Waiver: Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Class A Preferred granted hereunder may be waived as to all shares of Class A Preferred Stock (and the holders thereof) upon the majority written consent of the holders of the Class A Preferred Stock.

D.Notices: Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Corporation:

PHI GROUP, INC.

5348 Vegas Drive # 237

Las Vegas, NV 89108

Telephone: 702-475-5430

Facsimile: 702-472-8556

If to the holders of Class Preferred Stock, to the address to be listed in the Corporation’s books and Records.

ClassCLASS B Preferred StockPREFERRED STOCK

Class B Series I Preferred Stock

A. Designation: Two hundred thousand shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as Class B Series I Preferred Stock.

B. Number of Shares: The number of shares of Class B Series I Preferred Stock authorized will be two hundred thousand shares.

C. Dividend: None

D. Voting rights: Except as provided by law, the shares of Class B Series I Preferred Stock shall have the same right to vote or act on all matters on which the holders of Common Stock have the right to vote or act and the holders of the shares of Class B Series I shall be entitled to notice of any stockholders’ meeting or action as to such matters on the same basis as the holders of Common Stock, and the holders of Common Stock and shares of Class B Series I shall vote together or act together thereon as if a single class on all such matters; provided, in such voting or action each one share of Class B Series I shall be entitled to one hundred thousand votes.

As of March 31, 2019,2020, the following amounts of Preferred Stock were issued and outstanding:

Class A Series II Preferred Stock: 10,000,000 shares.

Class A Series III Preferred Stock: 50,000,000 shares.

During the quarter ended March 31, 2020, the Company issued 60,000 shares of Class B Series I Preferred Stock: 120,000 shares.Stock at par value to members of the Board of Directors of the Company.

As of March 31, 2020 there were 180,000 shares of Class B Series I Preferred Stock issued and outstanding.

AMENDMENTS TO ARTICLES OF INCORPORATION:

On October 29, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 3,000,000,000 shares with a par value of $0.001 per share, consisting of 2,800,000,000 shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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.

On November 11,08, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 4,000,000,000 shares with a par value of $0.001 per share, consisting of 3,800,000,000 shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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.

On November 27, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 5,000,000,000 shares with a par value of $0.001 per share, consisting of 4,800,000,000 shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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.

On January 03, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 7,000,000,000 shares with a par value of $0.001 per share, consisting of 6,900,000,000 shares of voting Common Stock with a par value of $0.001 per share and 100,000,000 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.

On February 19, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to ten billion shares with a par value of $0.001 per share, consisting of 9.8 billion shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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.

On February 27, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to fifteen billion shares with a par value of $0.001 per share, consisting of 14.8 billion shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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.

On March 29, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to thirty-one billion shares with a par value of $0.001 per share, consisting of 30.5 billion shares of voting Common Stock with a par value of $0.001 per share and 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.

DOMESTICATION IN THE STATE OF WYOMING

On September 20, 2017, the Company applied for a Certificate of Domestication and filed Articles of Domestication with the office of the Secretary of State of Wyoming to re-domicile the Company’s jurisdiction to the State of Wyoming.

On September 20, 2017, the Company filed Articles of Amendment with the Wyoming Secretary of State to amend the authorized capital of the Company as follows:

“The total number of shares into which the authorized capital stock of the corporation is divided is one billion shares, consisting of: nine hundred million shares of voting Common Stock with a par value of $0.001 per share; fifty million shares of non-voting Class A Series I Preferred Stock with a par value of $5.00 per share; twenty-five million shares of non-voting Class A Series II Preferred Stock with a par value of $5.00 per share; twenty million shares of non-voting Class A Series III Preferred Stock with a par value of $5.00 per share and five million shares of voting Class A Series IV Preferred Stock with a par value of $5.00 per share. The relative rights, preferences, limitations and restrictions associated with the afore-mentioned shares of Class A Preferred Stock will be determined by the Board of Directors of the corporation.”

On June 25, 2020, the Company filed Articles of Amendment with the Wyoming Secretary of State to amend the authorized capital of the Company as follows:

Total authorized capital: Forty billion shares of Common Stock with a par value of $0.001 per share and five hundred million 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 continued to operate as a Nevada corporation until June 30, 2020.

NOTE 1512 –STOCK-BASED COMPENSATION PLAN

On February March 18, 2015, the Company adopted an Employee Benefit Plan to set aside 1,000,000 shares of common stock for eligible employees and independent contractors of the Company and its subsidiaries. As of March 31, 2018 the Company has not issued any stock in lieu of cash under this plan.

On September 23, 2016, the Company issued incentive stock options and nonqualified stock options to certain key employee(s) (Henry Fahman – CEO/CFO) and directors (Tam Bui, Henry Fahman, and Frank Hawkins constitute the Board of Directors) as deferred compensation. The options allow the holders to acquire the Company’s Common Stock at the fair exercise price of the Company’s Common Stock on the grant date of each option at $0.24 per share, based on the 10-days’ volume-weighted average price prior to the grant date. The number of options is equal to a total of 6,520,000. The options terminate seven years from the date of grant and become vested and exercisable after one year from the grant date. The following assumptions were used in the Monte Carlo analysis by Doty Scott Enterprises, Inc., an independent valuation firm, to determine the fair value of the stock options:

Annual attrition rates were used in the valuation since ongoing employment was condition for vesting the options.

The fair value of the Company’s Stock Options as of issuance valuation date is as follows:

NOTE 1613 –RELATED PARTY TRANSACTIONS

The Company accrued $52,000$52,500 in salaries for the President and the Secretary & Treasurer of the Company during the quartersquarter ended March 31, 2019 and March 31, 2018.2020.

During the quarter ended December 31, 2018, the Company received $200,000 from Tam Bui, a director of the Company, as a short-term loan to be paid on demand.

NOTE 1714 –CONTRACTS AND COMMITMENTS

EQUITY LINE FACILITY - INVESTMENT AGREEMENT WITH AZURE CAPITAL, INC.

On March 6, 2017, PHI Group, Inc., a Nevada corporation (the “Company”) and Azure Capital, a Massachusetts Corporation (the “Investor”) entered into an Investment Agreement (the “Investment Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), each dated March 6, 2017 between the Company and the Investor.

Pursuant to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock, over a period of 36 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement. The Company agreed to initially reserve 20,000,000 shares of its Common Stock for issuance to the Investor pursuant to the Investment Agreement. In the event the Company cannot register a sufficient number of shares of its Common Stock for issuance pursuant to the Investment Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of shares required for the Company to perform its obligations in connection with the Investment Agreement as soon as reasonable practical.

The Company may in its discretion draw on the facility from time to time, as and when the Company determines appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum number of shares that the Company is entitled to put to the Investor in any one draw down notice shall not exceed shares with a purchase price of $250,000 or 200% of the average daily volume (U.S. market only) of the Company’s Common Stock for the three (3) Trading Days prior to the applicable put notice date multiplied by the average of the three (3) daily closing prices immediately preceding the put date, calculated in accordance with the Investment Agreement. The Company may deliver a notice for a subsequent put from time to time, after the pricing period for the prior put has been completed.

The purchase price shall be set at ninety-four percent (94%) of the lowest daily volume weighted average price (VWAP) of the Company’s common stock during the five (5) consecutive trading days immediately following the put notice date. On each put notice submitted to the Investor by the Company, the Company shall specify a suspension price for that put. In the event the price of Company’s Common Stock falls below the suspension price, the put shall be temporarily suspended. The put shall resume at such time the price of the Company’s Common Stock is above the suspension price, provided the dates for the pricing period for that particular put are still valid. In the event the pricing period has been complete, any shares above the suspension price due to the Investor shall be sold to the Investor by the Company at the suspension price under the terms of the Investment Agreement. The suspension price for a put may not be changed by the Company once submitted to the Investor.

There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, the Company shall not be entitled to deliver another draw down notice. In addition, the Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.

The Investment Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. The Investment Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Investment Agreement or Registration Rights Agreement (as defined below). Investor should read the Investment Agreement together with the other information concerning the Company that the Company publicly files in reports and statements with the Securities and Exchange Commission (the “SEC”).

Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file one or more registrations statements with the SEC within twenty-one (21) days after the date of the Registration Rights Agreement to register the resale by the Investor of the shares of common stock issued or issuable under the Investment Agreement. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the registration statement is filed.

This Investment Agreement was amended on August 3, 2017 to allow for the reservation of 65,445,000 shares of the Company’s Common Stock for issuance to the Investor pursuant to the corrected Investment Agreement.

The Company has filed a S-1 Registration Statement with the Securities and Exchange Commission to include 7,936,600 shares of its Common Stock for issuance in connection with the first tranche of the Equity Line Facility. The S-1 Registration Statement, as amended, was declared effective by the Securities and Exchange Commission on January 11, 2018. The Company has not accessed the Equity Line Facility and intends to do so only when the Company’s stock prices reach levels that its management deems appropriate.

BUSINESS CONSULANCY AND STRUCTURING AGENCY AGREEMENT TO SET UP INSTITUTIONAL BANK FUNDS IN LUXEMBOURG

On November 30, 2017, the Company signed an agreement with a structuring agent and legal experts to set up a bank fund in Luxembourg in order to provide financing for the Company’s and its clients’ projects.

The Reserved Alternative Investment Fund (RAIF) can be established under the form of common funds (“FCP”), investment companies with variable capital (“SICAV”) or under the form that does not have to have the legal form of a SICAV or an FCP. There will be no restriction in terms of eligible assets. RAIFs are free to introduce any kind of assets and financial instruments in their investment policy. According to the Luxembourg Law of July 12, 2013, RAIFs must entrust their assets to a Luxembourg custodian bank for safekeeping and must appoint an approved statutory auditor.

One of the distinctive advantages of RAIF is that it may have various sub-funds, each corresponding to a distinct part of the assets and liabilities of the RAIF. As such, sub-funds can be established under a RAIF umbrella to target different investment opportunities in a variety of industries as desired.

On February 21, 2018, the Company signed an amendment to the Business Consultancy and Structuring Agency Agreement to be solely responsible for all the costs of Euros 3,500,000 associated with establishing the RAIF. On October 4, 2018, a Payment Agreement was signed by the structuring agent and the Company calling for an additionalextra amount of Euros 1,500,000 to be paid to the structuring agent by November 15, 2018. As of the date of this report, the Company has not fully met its contractual obligationsThe master Luxembourg RAIF fund named “PHILUX Global Funds SCA, SICAV – RAIF” was registered and activated with the Structuring Agency, but expects to resolve this matter as soon as possible.

On December 03, 2018, the Company successfully established PHI Luxembourg Development S.A. as the mother holding company in Luxembourg for PHILUX Global Funds and a number of sub-funds under the same umbrella. PHI Luxembourg Development S.A. is in the process of activating four initial sub-funds for investments in green energy, sustainable agriculture, real estate and a diamond exchange in Asia.

AGREEMENT BETWEEN AMERICAN PACIFIC RESOURCES, INC. AND GILDEXSHOP

On February 28, 2018, American Pacific Resources, Inc. (“APRI”), a subsidiary of the Company, signed a Business Cooperation with GildexShop Pte Ltd. (“GLDX”), a company to be established in Singapore. According to the agreement, APRI and GLDX will primarily cooperate with each other to accomplish the following objectives:

1. Capitalization of APRI: GLDX will issue and circulate a certain amount of cryptocurrency tokens using blockchain technology in order to raise capital for APRI to implement its business plan.

2.Using APRI’s assets as guarantee for GLDX ICO’s: APRI agrees to guarantee the value of the GLDX ICO tokens pursuant to the following terms and conditions:

a. In the event the trading prices of GLDX ICO tokens fall below their original purchase prices anytime after GLDX tokens are listedCommission de Surveillance du Secteur Financier (CSSF) on a reputable cryptocurrency exchange, APRI agrees to guarantee the value of all such GLDX ICO tokens that are purchased by investors by allowing the token holders to exchange the original purchase prices of such ICO tokens for gold from APRI at 50% discount to the Market Price (as defined herein) of gold at the time of exchange. Market Price shall mean the 10-day average closing spot price of gold on the London Metal Exchange (LME) immediately prior to the date of the request for exchange by the ICO token holders.

b. Holders of GLDX ICO tokens may select one of the following options for the receipt of the APRI gold guarantee:

(i). Receipt of physical gold bar(s) from APRI or its affiliate(s).

(ii). Receipt of Ethereum or alternatively acceptable crytocurrencies equivalent to the value of the original ICO purchase prices.

(iii) Receipt of cash through wire transfer to token-holder’s bank account after sale of the guarantee gold position(s).

3. GLDX shall be responsible for providing the required capital for APRI to set up the processing facilities to recover gold and other precious metals from its Gold Assets. The amounts of capital to be provided to APRI by GLDX will be done in tranches and based on a schedule of funding and use of proceeds to be determined and agreed upon by both APRI and GLDX.

4. APRI covenants and warrants that it shall sell refined gold and other products of precious metals from its Gold Assets to GLDX at 50% discount to Market Price as defined above until GLDX has recovered at least twice the amount(s) of its capital investment in APRI or the end of the five-year term of this Agreement, whichever occurs later.

5. Compliance with Various Jurisdictions and the Requirements of the U.S. Securities and Exchange Commission: GLDX shall strictly comply with the requirements of the appropriate jurisdictions with respect to the offerings of its GLDX ICO tokens and shall not offer any of such tokens to U.S. investors unless and until it has met all the requirements of the U.S. Securities and Exchange Commission in connection with the offering and sale of the tokens.

As of the date of this report, APRI has not received any capital contribution from GLDX.

AGREEMENT WITH PHUONG HOANG INVESTMENT AND DEVELOPMENT LLC TO GROW SACHA INCHI IN THUA THIEN HUE PROVINCE, VIETNAM

In March 2018, the Company signed a Business Cooperation Agreement with Phuong Hoang Investment and Development LLC, a company registered in Ha Tinh Province, Vietnam, to grow a total of 2,000 hectares (approximately 4,940 acres) of sacha inchi in the province of Thua Thien Hue for export to the U.S. and European markets.

Originally from the Amazon rainforest and the high Andes Mountains of Peru, sacha inchi has been part of the Inca diet for 3,000 years. The sacha inchi plant, plukenetia volubilis, a rainforest vine, with star-shaped seed pods, is currently cultivated primarily in parts of Southeast Asia and South America. Sacha inchi has been recognized for a number of health benefits such as complete protein, weight loss, heart health, bone health, and skin and hair health.

According to the agreement, the Company will be responsible for providing the required capital for this project and will own 75% equity interest in the joint venture company.

AGREEMENT WITH CLIENT-PARTNER FOR PARTICIPATION IN LUXEMBOURG RESERVED ALTERNATIVE INVESTMENT FUND

On March 27, 2018, Thanh Vu, an individual, (“TV”) signed an agreement with the Company to participate in a Luxembourg Reserved Alternative Investment Fund (“RAIF”). According to the agreement, TV will pay the Company $2,000,000 in fees to participate in the RAIF, of which $500,000 is due upon the signing and $1,500,000 to be paid fifteen days after the signing of the agreement. The Company recorded $2,000,000 as Contract Assets, of which $1,212,159 was recognized as revenue during the fiscal year ended June 30, 2018, thus leaving $697,841 as the remaining Contract Assets, offset by $697,841 as Contract Liabilities as of December 31, 2018. TV shall be entitled to all the benefits in connection with the RAIF, including but not limited to voting rights, profit sharing, cash and securities dividends, as well as other benefits related to ownership in the fund.

JOINT BUSINESS COOPERATION AGREEMENT WITH INDONESIAN AND GERMAN COMPANIES

On April 5, 2018, the Company signed a Joint Business Cooperation Agreement with PT Mega Kencana Persada, an Indonesian company with principal address at No 2, Jln Kepodang Raya K9, Jakarta Selatan 15412, Indonesia, (hereinafter referred to as “MKP”), and Smartway GmbH, a company organized and existing under the laws of Federal Republic of Germany, with principal address at Liszstr. 17, D-53115, Bonn, Germany (hereinafter referred to as “SMW” to primarily cooperate with one other to develop certain joint business opportunities, particularly research and development in the Indonesian maritime commuter segment, including application of SMW’s logistical technology for optimized inter-provincial ferry operations and digital online payment system for maritime passengers. Moreover, the parties may from time to time cooperate with each other and jointly engage in other business activities that deem mutually desirable and beneficial to all parties.

The Parties agree that:

a) MKP shall be responsible for conducting all research and development, field survey, data collection and capturing business opportunities and securing local government licensing requirements.

b) SMW shall provide or cause to be provided system technologies to support market segments submitted by MKP with respect to the Indonesian maritime transportation, land transportation, and online payment for Indonesian overseas travel.

c) PHI shall provide assistance with respect to financing, capitalization, investor and public relations, business development, going public, corporate governance, growth and expansion strategy and other pertinent corporate activities that deem beneficial to the scope of business cooperation mentioned herein.

d) MKP, PHI and SMW agree to form a Singaporean company as the holding company (“HoldCo”) for the contemplated business activities mentioned herein.

e) The roles, responsibilities and benefits of each party in connection with the scope of business mentioned herein will be determined by HoldCo.

As of the date of this report, the parties herein have not implemented this program.

BUSINESS COOPERATION AGREEMENT WITH FINTECH GREEN INVESTMENT JSC

On May 21, 2018, the Company signed a Business Cooperation Agreement with Fintech Green Investment JSC to cooperate with other with respect to the following areas:

a) PHI will discuss and negotiate with FGI to consider an acquisition of a majority equity interest in FGI and/or exchange of ownership between TNB and PHI by way of stock swap to form a strategic alliance between the two companies;

b) PHI will invest or cause to be invested in FGI and assist FGI to access funding sources to implement FGI’s business plan;

c) PHI will assist FGI to become a publicly traded company in the United States Stock Market and other international exchanges as deems appropriate to enable FGI to access international capital markets to further its development and growth;

d) PHI will cooperate with FGI to set up additional cryptocurrency mining facilities in selective geographical areas and assist FGI to promote and advertise its business on a global basis;

e) PHI and FGI may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties.

As of the date of this report, the parties herein have not implemented this program.

BUSINESS COOPERATION AGREEMENT WITH REGENT BLOCKHAIN GROUP, LTD.

On July 22, 2018, the Company signed a Business Cooperation Agreementwith Regent Blockchain Group, Ltd. (“RBG”), a Filipino company, to form a joint venture company to develop and operate an offshore financial center and blockchain businesses, including but not limited to Apps, ICO’s and cryptocurrency exchanges. The joint venture company will be located in the Cagayan Economic Zone, Lai-lo Municipality, Cagayan, Philippineshttp://ceza.gov.ph/. RBG and PHI will specifically cooperate with each other with respect to the following areas:

1. PHI and RBG will form a joint venture company (the “JV”) to be located in the Cagayan Economic Zone, Lai-lo Municipality, Cagayan, Philippines, for the purposes of developing and operating an offshore financial center and blockchain businesses including but not limited to Apps, ICO’s and cryptocurrency exchanges.

2. PHI initially will invest or cause to be invested $4,000,000 for a fifty-one percent ownership and management rights of the JV and will assist the JV to access funding sources to implement its business plan. This initial investment can be in cash or stock of PHI, to be determined by both parties prior to the closing of the Definitive Agreement as mentioned in Article II below.

3. RBG will contribute the required license(s) from the Filipino government, particularly Cagayan Economic Zone Authority, towards the JV for the operations of the offshore financial center and blockchain businesses.

4. PHI will, at the appropriate time, spin off the JV company as a new public company in the United States Stock Market and other international exchanges as deems desirable to enable it to access international capital markets to further its development and growth. The capital structure of the JV prior to the spinoff will be determined by both parties and further detailed in the Definitive Agreement.

5. PHI and RBG may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties.

As of the date of this report, the parties herein have not implemented this program.

BUSINESS COOPERATION AGREEMENT WITH BAO LAM LLC TO GROW SACHA INCHI IN VIETNAM CENTRAL HIGHLANDS

On July 2, 2018, the Company signed Business Cooperation Agreement Bao Lam LLC, a company registered in Dak Lak Province, Vietnam, to grow a total of 1,000 hectares (approximately 2,470 areas) of sacha inchi in the province of Dak Lak and Dak Nong Province, Vietnam for export to the U.S. and European markets.

According to the agreement, the Company will be responsible for providing the required capital for this project and will own 75% equity interest in the joint venture company.11, 2020, Registration No. B244952.

ACQUISITION OF 51% EQUITY INTEREST IN VINAFILMS JOINT STOCK COMPANY

On August 06, 2018, signed a Business Cooperation Agreement with Vinafilms JSC (Công ty Cổ phần Màng Bao Bì Tân Vinh Nam Phát), a Vietnamese joint stock company, with principal business address at Lot G9, Road No. 9, Tan Do Industrial Zone, Duc Hoa Ha Village, Duc Hoa District, Long An Province, Vietnam, hereinafter referred to as “VNF” and its majority shareholder, to exchange fifty-one percent ownership in VNF for Preferred Stock of PHI. According to the Agreement, PHI will be responsible for filing a S-1 Registration Statement with the Securities and Exchange Commission for American Pacific Plastics, Inc., a subsidiary of PHI that holds the 51% equity ownership in VNF, to become a fully-reporting public company in the U.S. Stock Market.

On September 20, 2018, a Stock Swap Agreement was signed by and between Ms. Do Thi Nghieu, the majority shareholder holding 76% of ownership in VNF, and PHI to exchange 3,060,000 shares of ordinary stock of VNF owned by Ms. Do Thi Nghieu for 50 million shares of Class A Series III Cumulative, Convertible, Redeemable Preferred Stock of PHI. ThisThough this transaction was technically closed on September 28, 2018. The2018, the Company expects to consolidate VNF’s operating results with PHI’s afterdid not recognize the completionoperations of Vinafilms JSC in its consolidated financial auditsstatements as of VNF according to the U.S. Generally Accepted Accounting PrincipalsMarch 31, 2020 and will not do so until a GAAP audit of Vinafilms JSC financial statements are conducted and completed by a PCAOB-registered auditing firm. As of the date of this report, the financial audits of VNF have not been completed. The Company plans to consolidate VNF’s operating results with its own for the fiscal year ending June 30, 2019.

AGREEMENTS WITH SAIGON PHO PALACE JSC

On October 16, 2018, the Company signed a Business Cooperation Agreement with Saigon Pho Palace Joint Stock Company (“SGP”), a Vietnamese company, and its majority shareholder to acquire a 51% ownership in SGP in exchange for Preferred Stock of PHI Group, Inc. or a promissory note that may be convertible into shares of a subsidiary of the Company. On October 22, 2018, a Stock Swap Agreement was signed among the Company, SGP and Le Minh Quy, its majority shareholder and Chairman, to exchange 15,300,000 shares of Common Stock of SGP held by him for shares of Preferred Stock or a Convertible Promissory Note of the Company. The amount of Preferred Stock or the value of the Convertible Promissory Note will be determined and agreed upon by the parties following the results of a valuation of SGP by an independent business valuation firm. On November 5, 2018, the Company formed a special purpose vehicle “American Saigon Palace Group,” a Wyoming corporation, as the holding company for the 51% ownership in SGP.The Company expects to be able to report consolidated operating results from SGP after the closing of the Stock Swap Agreement, and, subject to meeting all necessary compliance requirements, intends tofile a registration statement with the U.S. Securities and Exchange Commission to take ASPG public in the U.S. Stock Market at the appropriate time in the future. The majority shareholder of SGP will have the option to convert the Preferred Stock or the convertible note of PHI Group into 80% stock of American Saigon Palace Group when this subsidiary has become a fully reporting publicly traded company in the U.S. Stock Market. The closing of this transaction is subject to the completion of an independent valuation of SGP by Grant Thornton Vietnam.

On October 16, 2018, Saigon Pho Palace also signed an agreement for participation in a sub-fund of the Luxembourg Institutional Bank Fund with the Company. According to the agreement, SGP will contribute $2,000,000 as a founding partner in a sub-fund and will have the priority to use capital from this sub-fund for priority investment projects. The Company has recorded $2,000,000 as Contract Assets, of which $200,000 was recognized as revenue during the quarter ended December 31, 2018 and $150,000 was recognized as revenue during the quarter ended March 31, 2019 thus leaving $1,650,000 as the remaining Contract Assets, offset by $1,650,000 as Contract Liabilities as of March 31, 2019.

On December 01, 2018, PHI Capital Holdings, Inc., a wholly-owned subsidiary of PHI Group, Inc., signed a consulting service agreement with DIO Group Joint Stock Company to provide consulting services on a non-exclusive basis to take DIO Group public on the U.S. Nasdaq Stock Market and assist DIO Group in its capitalization plan. DIO Group has agreed to set aside a budget of $4,000,000 and allocate fifteen percent of the new public company’s stock for PHI Capital Holdings, Inc. and its service providers in connection with this agreement. The consulting service agreement was amended on March 8, 2019 to include an extension the payment of the consulting service fees. As of the date of this report, DIO Group has not made any payment to the Company according to the agreement.

On February 13, 2019, European Plastic Joint Stock Company, a Vietnamese company, signed an agreement with PHI Group, Inc. to participate in an energy sub-fund of PHILUX Global Funds, a master Luxembourg bank fund scheduled to be activated in the first calendar quarter of 2019. According to the agreement, European Plastic Co. will contribute $2,000,000 as a general partner in the energy sub-fund and hold 49.50% of the general partner shares in this subfund. European Plastic Co. is the developer of two solar energy projects in Phu Yen Province, Vietnam. On March 5, 2019, both parties agreed to amend the total amount to be paid by European Plastic Company to be $1,800,000 for its agreement to expedite the second installment payment towards the contract. As of March 31, 2019, the Company has received a total of $800,000 from European Plastic Company towards the total contract amount.

On March 4, 2019, PHI Luxembourg Development S.A., a wholly-owned subsidiary of the Company, signed a Memorandum of Agreement with Building and Construction Material One-Member Limited Liability Company No. 27 (“COMA27”), a company belonging to the Ministry of Construction of Vietnam, for COMA27 to participate 15% in a Public Private Partnership in connection with the development and establishment of the Asia Diamond Exchange in Vietnam.

NOTE 1815 –GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $41,554,550$43,713,866 as of March 31, 20192020 and total stockholders’ deficit of $2,503,736.$6,852,057. For the nine monthsquarter ended March 31, 2019,2020, the Company incurred a net loss of $1,003,251$1,285,643 as compared to a net loss in the amount of $1,673,680$321,474 during the same period ended March 31, 2018.December 30, 2019. These factors as well as the uncertain conditions that the Company faces in its day-to-day operations with respect to cash flows create an uncertainty as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management believeshas taken action to strengthen the Company will be able toCompany’s working capital position and generate sufficient cash to meet its operating needs through June 30, 20192021 and beyond.