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Stockholder's Equity

9 Months Ended

Mar. 31, 2019

NOTE 14 – STOCKHOLDER’S EQUITY

In accordance with the Articles of Incorporation and Amendments to the Articles of Incorporation filed with the Nevada Secretary of State to date, the total number of authorized capital stock of the Company is 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 Preferred Stock will be determined by the Board of Directors of the Company.

Treasury Stock: The balance of treasury stock as of March 31, 2019 was 484,767 post-split shares valued at $44,170 according to cost method.

Common Stock: During the quarter ended March 31, 2019, the Company issued the following amounts of its Common Stock for conversions of convertible promissory notes:

Conversions into Common Stock

Note Holders	Conversion Date	Amounts Converted			Shares Issued
Auctus Fund LLC - 02/02/18 Note	1/8/2019		(8,117	)		20,000,000
JSJ Investments - 03/21/18 Note	1/9/2019		(13,686	)		19,140,669
Crown Bridge Partners - 04/02/18 Note	1/9/2019		(8,095	)		22,324,000
Power Up Lending - 07/10/18 Note	1/11/2019		(14,950	)		22,313,433
Power Up Lending - 07/10/18 Note	1/14/2019		(13,610	)		22,311,475
Power Up Lending - 07/10/18 Note	1/15/2019		(14,280	)		22,312,500
Crown Bridge Partners - 04/02/18 Note	1/15/2019		(7,550	)		23,000,000
Power Up Lending - 07/10/18 Note	1/15/2019		(12,940	)		22,310,345
Auctus Fund LLC - 02/02/18 Note	1/15/2019		(9,415	)		25,000,000
Power Up Lending - 07/10/18 Note	1/17/2019		(10,935	)		22,316,327
Power Up Lending - 07/10/18 Note	1/22/2019		(10,260	)		22,304,348
Power Up Lending - 07/10/18 Note	1/23/2019		(13,670	)		33,341,463
JSJ Investments - 03/21/18 Note	1/24/2019		(13,930	)		31,658,523
Power Up Lending - 07/10/18 Note	1/24/2019		(11,670	)		33,342,857
Auctus Fund LLC - 02/02/18 Note	1/28/2019		(2,316	)		33,000,000
EMA Financial LLC - 07/23/18 Note	1/28/2019		(6,090	)		39,370,000
Power Up Lending - 07/10/18 Note	1/28/2019		(7,185	)		34,844,828
JSJ Investments - 03/21/18 Note	1/29/2019		(10,633	)		38,663,736
EMA Financial LLC - 07/23/18 Note	1/29/2019		(18,932	)		-
Auctus Fund LLC - 02/02/18 Note	2/4/2019		(5,800	)		39,373,800
JSJ Investments - 03/21/18 Note	2/4/2019		(10,079	)		45,811,785
One44 Capital LLC - 07/23/18 Note	2/4/2019		(9,600	)		45,955,682
EMA Financial LLC - 07/23/18 Note	2/7/2019		(6,620	)		53,000,000
Auctus Fund LLC - 02/02/18 Note	2/8/2019		(5,431	)		37,070,000
JSJ Investments - 03/21/18 Note	2/8/2019		(11,492	)		52,237,707
Power Up Lending - 08/06/18 Note	2/20/2019		(10,245	)		60,264,706
Auctus Fund LLC - 07/17/18 Note	2/21/2019		(1,833	)		63,000,000
EMA Financial LLC - 07/23/18 Note	2/21/2019		(5,847	)		63,300,000
Power Up Lending - 08/06/18 Note	2/21/2019		(10,240	)		60,235,294
Power Up Lending - 08/06/18 Note	2/25/2019		(12,340	)		72,588,235
JSJ Investments - 03/21/18 Note	2/26/2019		(10,766	)		65,250,756
Auctus Fund LLC - 07/17/18 Note	2/27/2019		(5,724	)		79,900,000
Power Up Lending - 08/06/18 Note	2/28/2019		(5,175	)		55,791,667
EMA Financial LLC - 07/23/18 Note	2/28/2019		(4,793	)		79,900,000
One44 Capital LLC - 07/23/18 Note	2/28/2019		(8,400	)		80,924,545
JSJ Investments - 03/21/18 Note	2/28/2019		(8,165	)		78,534,484
Crown Bridge Partners - 04/02/18 Note	3/4/2019		(5,800	)		90,000,000
Power Up Lending - 08/30/18 Note	3/4/2019		(8,710	)		72,583,333
Power Up Lending - 08/30/18 Note	3/5/2019		(8,700	)		72,500,000
EMA Financial LLC - 07/23/18 Note	3/5/2019		(6,102	)		98,600,000
Crown Bridge Partners - 04/02/18 Note	3/5/2019		(2,047	)		89,986,285
One44 Capital LLC - 07/23/18 Note	3/6/2019		(9,000	)		86,816,909
LG Capital Funding LLC - 07/27/18 Note	3/7/2019		(5,930	)		124,266,800
JSJ Investments - 06/25/18 Note	3/7/2019		(9,072	)		104,878,552
Auctus Fund LLC - 07/17/18 Note	3/8/2019		(7,761	)		124,100,000
Power Up Lending - 08/30/18 Note	3/8/2019		(6,400	)		106,666,667
One44 Capital LLC - 07/23/18 Note	3/11/2019		(7,600	)		146,851,273
Crown Bridge Partners - 06/12/18 Note	3/12/2019		(4,855	)		153,000,000
EMA Financial LLC - 07/23/18 Note	3/12/2019		(4,590	)		154,000,000
Power Up Lending - 08/30/18 Note	3/12/2019		(5,240	)		87,333,333
EMA Financial LLC - 07/23/18 Note	3/14/2019		(5,290	)		174,000,000
One44 Capital LLC - 07/23/18 Note	3/14/2019		(8,400	)		162,434,909
Crown Bridge Partners - 06/12/18 Note	3/18/2019		(6,150	)		190,000,000
Power Up Lending - 08/30/18 Note	3/19/2019		(8,630	)		143,833,333
LG Capital Funding LLC - 07/27/18 Note	3/19/2019		(9,550	)		200,628,400
JSJ Investments - 06/25/18 Note	3/19/2019		(9,373	)		187,464,854
Auctus Fund LLC - 07/17/18 Note	3/20/2019		(7,280	)		200,389,000
Crown Bridge Partners - 06/12/18 Note	3/20/2019		(6,500	)		200,000,000
EMA Financial LLC - 07/23/18 Note	3/20/2019		(7,142	)		226,900,000
Power Up Lending - 08/30/18 Note	3/22/2019		(11,450	)		190,833,333
Power Up Lending - 08/30/18 Note	3/25/2019		(16,060	)		267,666,667
Crown Bridge Partners - 06/12/18 Note	3/25/2019		(8,530	)		258,000,000
Crown Bridge Partners - 06/12/18 Note	3/27/2019		(9,755	)		293,000,000
Power Up Lending - 08/30/18 Note	3/28/2019		(7,810	)		178,833,333
Auctus Fund LLC - 07/17/18 Note	3/28/2019		(3,125	)		93,212,950
One44 Capital LLC - 07/23/18 Note	3/28/2019		(15,700	)		304,693,455

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.

As of March 31, 2019, there were 6,761,268,673 shares of the Company’s common stock issued and outstanding and as of May 17, 2019, there were 8,846,086,249 shares of the Company’s common stock issued and outstanding.

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 follows:

Class A Preferred 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:

	Where CS: Common Shares of PHI Group, Inc., or alternatively, of a subsidiary of PHI Group, Inc.’s.
OIP + AUD
Amount of CS = -----------------
VCP	OIP:	Original Issue Price of Class A Series I or Series II Preferred Stock of PHI Group, Inc.
	AUD:	Accrued and Unpaid Dividends.
	VCP:	Variable Conversion Price of PHI Common Stock or of a subsidiary of PHI Group, Inc.’s as defined above.

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 passu with 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.

Class B Preferred 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, 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.

Class B Series I Preferred Stock: 120,000 shares.

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, 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.