UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



☒
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended: JUNE 30, 2022



or



☐
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from _______________________________to _____________________________________



PHI
GROUP, INC.

(n/k/a
PHILUX GLOBAL GROUP INC)

(Exact
name of

registrant
as specified in its charter)



|Wyoming                          |  | 001-38255-NY     |  | 90-0114535             
|-------------------------------- |  | ---------------- |  | -----------------------
|(State
    or other jurisdiction |  | (Commission      |  | (IRS
    Employer      
|of
    incorporation)            |  | File
    Number) |  | Identification
    No.)



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



Registrant’s
telephone number, including area code: 702-475-5430





(Former
name or former address, if changed since last report)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Trading
    Symbol(s) |  | Name
    of exchange on which registered
|----------------------- |  | --------------------- |  | ----------------------------------------
|Common
    Stock        |  | PHIL                  |  | OTC
    Markets                         



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes
☐ No ☒



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 ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.



Yes
☐ No ☒



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).



Yes
☒ No ☐



Indicate
by check mark 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
☐ No ☒



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐ | Accelerated
    filer ☐        
|----------------------------- | -------------------------------
|                              |                                
|Non-accelerated
    filer ☐   | Smaller
    reporting company ☒



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes
☐ No ☒



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 January
12, 2022, there were 33,645,885,430 shares of the registrant’s $0.001 par value Common Stock and 600,000 shares of Class B Series
I Preferred Stock issued and outstanding.


















TABLE
OF CONTENTS



|PART I       |                                                                                                             
|------------ | ------------------------------------------------------------------------------------------------------------
|             |                                                                                                             
|Item
    1.  | Business Overview                                                                                           
|Item
    1A. | Risk Factors                                                                                                
|Item
    1B  | Unresolved Staff Comments                                                                                   
|Item
    2.  | Description of Properties                                                                                   
|Item
    3.  | Legal Proceedings                                                                                           
|Item
    4.  | Submission of Matters to a Vote of Security Holders                                                         
|             |                                                                                                             
|PART II      |                                                                                                             
|             |                                                                                                             
|Item
    5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item
    6.  | Selected Financial Data                                                                                     
|Item
    7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                       
|Item
    7A. | Quantitative and Qualitative Disclosures About Market Risk                                                  
|Item
    8.  | Financial Statements and Supplementary Data                                                                 
|Item
    9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        
|Item
    9A. | Controls and Procedures                                                                                     
|Item
    9B. | Other Information                                                                                           
|             |                                                                                                             
|PART III     |                                                                                                             
|            
|Item
    10. | Directors and Executive Officers of the Registrant                                                          
|Item
    11. | Executive Compensation                                                                                      
|Item
    12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|Item
    13. | Certain Relationships and Related Transactions                                                              
|Item
    14. | Principal Accountant Fees and Services                                                                      
|             |                                                                                                             
|PART IV      |                                                                                                             
|             |                                                                                                             
|Item15.      | Exhibits and Financial Statement Schedules                                                                  
|             |                                                                                                             
|             | SIGNATURES                                                                                                  
|             |                                                                                                             
|             | CERTIFICATIONS                                                                                              



The
statements contained in this annual report that are not historical facts are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business,
which can be identified by the use of forward-looking terminology, such as “estimates,” “projects,” “plans,”
“believes,” “expects,” “anticipates,” “intends,” or the negative thereof or other variations
thereon, or by discussions of strategy that involve risks and uncertainties. All forward-looking statements are based largely on current
expectations and beliefs concerning future events that are subject to substantial risks and uncertainties. Actual results may differ
materially from the results suggested herein. Factors that may cause or contribute to such differences include, but are not limited to,
the company’s ability to develop and successfully market the products and services described in this report (and the costs associated
therewith); their acceptance in the marketplace; technical difficulties or errors in the products and/or services; the company’s
customer and active prospect base containing a substantially lower number of interested customers than the company anticipates; the failure
to consummate the pending acquisitions, joint ventures and/or strategic alliances at all (or on a timely basis) due to various reasons;
difficulty integrating or managing multiple companies from technology, operational and marketing aspects; the success (and cost) of new
marketing strategies as a result of mergers and acquisitions; unfavorable critical reviews; increased competition (including product
and price competition); entrance of new competitors into the market; timing and significance of additional new product and service introductions
by the company and its competitors; general economic and market factors, including changes in securities and financial markets; technology
obsolescence, the adequacy of working capital, cash flows and available financing to fund the company’s business model and the
proposed acquisitions or investments ; and other risks and uncertainties indicated throughout this report and from time to time in the
company’s releases and filings including without limitation filings with the Securities and Exchange Commission. As used in this
report, the terms “we,” “us,” “our,” the “company” and “PHI” mean PHI Group,
Inc. and the term “common stock” means PHI Group, Inc.’s common stock, $.001 par value per share (unless context indicates
a different meaning).



2







PART
I



ITEM
1. BUSINESS OVERVIEW



INTRODUCTION



PHI
Group, Inc. (n/k/a Philux Global Group Inc) (the “Company” or “PHI”) (www.philuxglobal.com) is primarily
engaged in mergers and acquisitions, advancing PHILUX Global Funds, SCA, SICAV-RAIF, a “Reserved Alternative Investment Fund”
(“RAIF”) under the laws of Luxembourg, and establishing the Asia Diamond Exchange in Vietnam. Besides, the Company provides
corporate finance services, including merger and acquisition advisory and consulting services for client companies through our wholly
owned subsidiary PHILUX Capital Advisors, Inc. (formerly PHI Capital Holdings, Inc.) (www.philuxcapital.com) and invests in selective
industries and special situations aiming to potentially create significant long-term value for our shareholders. PHILUX Global Funds
intends to include a number of sub-funds for investment in select growth opportunities in the areas of agriculture, renewable energy,
real estate, infrastructure, and the Asia Diamond Exchange in Vietnam.



BACKGROUND



Originally
incorporated on June 8, 1982 as JR Consulting, Inc., a Nevada corporation, the Company applied for a Certificate of Domestication and
filed Articles of Domestication to become a Wyoming corporation on September 20, 2017. In the beginning, the Company was foremost engaged
in mergers and acquisitions and had an operating subsidiary, Diva Entertainment, Inc., which operated two modeling agencies, one in New
York and one in California. In January 2000, the Company changed its name to Providential Securities, Inc., a Nevada corporation, following
a business combination with Providential Securities, Inc., a California-based financial services company. In February 2000, the Company
then changed its name to Providential Holdings, Inc. In October 2000, Providential Securities withdrew its securities brokerage membership
and ceased its financial services business. Subsequently, in April 2009, the Company changed its name to PHI Group, Inc. From October
2000 to October 2011, the Company and its subsidiaries were engaged in various transactions in connection with mergers and acquisitions
advisory and consulting services, real estate and hospitality development, mining, oil and gas, telecommunications, technology, healthcare,
private equity, and special situations. In October 2011, the Company discontinued the operations of Providential Vietnam Ltd., Philand
Ranch Limited, a United Kingdom corporation (together with its subsidiaries Philand Ranch - Singapore, Philand Corporation - US, and
Philand Vietnam Ltd. - Vietnam), PHI Gold Corporation (formerly PHI Mining Corporation, a Nevada corporation), and PHI Energy Corporation
(a Nevada corporation), and mainly focused on acquisition and development opportunities in energy and natural resource businesses.



The
Company is currently focused on PHILUX Global Funds, SCA, SICAV-RAIF by launching Philux Global Select Growth Fund and potentially other
sub-funds for investment in real estate, renewable energy, infrastructure, agriculture and healthcare and the Asia Diamond Exchange in
Vietnam. In addition, PHILUX Capital Advisors, Inc. (formerly Capital Holdings, Inc.), a wholly owned subsidiary of the Company, continues
to provide corporate and project finance services, including merger and acquisition (M&A) advisory and consulting services for U.S.
and international companies. The Company has signed agreements to acquire majority equity interests in Kota Construction LLC and Kota
Energy Group LLC which are engaged in solar energy business (https://www.kotasolar.com), Tin Thanh Group, a Vietnamese joint stock
company (www.tinthanhgroup.vn) and Van Phat Dat Joint Stock Company, a Vietnamese joint stock company. In addition, the Company
is in the process of amending the Purchase and Sale Agreement that was originally signed on January 18, 2022 with Five-Grain Treasure
Spirits Co., Ltd., a Chinese baiju distiller, to collaborate in launching American-made baiju products through Empire Spirits, Inc.,
a subsidiary of the Company. The Company will relocate CO2-1-0 (CARBON) Corp., a subsidiary of the Company engaged in carbon emission
mitigation using blockchain and crypto technologies, to the United Arab Emirates. These activities are disclosed in greater detail elsewhere
in this report. No assurances can be made that the Company will be successful in achieving its plans.



3







BUSINESS
STRATEGY



PHI’s
strategy is to:



1.
Identify, build, acquire, commit and deploy valuable resources with distinctive competitive advantages;



2.
Identify, evaluate, acquire, participate and compete in attractive businesses that have large, growing market potential;



3.
Build an attractive investment that includes points of exit for investors through capital appreciation or spin-offs of business units.



SUBSIDIARIES:



As
of January 10, 2023, the Company owned the following subsidiaries: (1) Asia Diamond Exchange, Inc., a Wyoming corporation (100%), (2)
Empire Spirits, Inc., a Nevada corporation (85% - formerly Provimex, Inc.) (3) PHILUX Global Funds SCA, SICAV-RAIF, a Luxembourg Reserved
Alternative Investment Fund (100%), (4) PHILUX Capital Advisors, Inc., a Wyoming corporation (100%), (5) PHI Luxembourg Development S.A.,
a Luxembourg corporation (100%), (6) PHILUX Global General Partners SA, a Luxembourg corporation (100%), (7) PHI Luxembourg Holding SA,
a Luxembourg corporation (100%), (8) Philux Global Vietnam Investment and Development Company Ltd., a Vietnamese limited liability company
(100%), (9) Phivitae Healthcare, Inc. (100%), (10) American Pacific Resources, Inc., a Wyoming corporation (100%), (11) Philux Fidelity
Global Group, a Wyoming corporation, (12) Philux Global Trade Inc., a Wyoming corporation.



ASIA
DIAMOND EXCHANGE AND THE DEVELOPMENT OF MULTI-COMMODITIES AND LOGISTICS CENTER IN VIETNAM



Along
with the establishment of PHILUX Global Funds, the Company has worked with the Authority of Chu Lai Open Economic Zone and the Provincial
Government of Quang Nam, Vietnam to develop the Asia Diamond Exchange. Quang Nam Provincial Government has agreed in principle to allocate
about 200 hectares in the sanctioned Free-Trade Zone near Chu Lai Airport, Nui Thanh District, Quang Nam Province in Central Vietnam
for us to set up a multi-commodities center which would include the Asia Diamond Exchange.



On
June 04, 2021 the Company incorporated Asia Diamond Exchange, Inc., a Wyoming corporation, ID number 2021-001010234, as the holding company
for the development of the Asia Diamond Exchange in Vietnam.



In
addition, another opportunity has arisen with the start of construction of the new international airport in Long Thanh District, Dong
Nai Province near Ho Chi Minh City in Southern Vietnam. In December 2020, the Vietnamese central government designated approximately
2,600 hectares of land in Bau Can and Tan Hiep Villages, Long Thanh District, Dong Nai Province as a new industrial zone. The Company
has submitted a request for additional land close to the new Long Thanh International Airport to develop the Long Thanh Multi-Commodities
Logistics Center (LMLC) together with the Industrial Zone and is currently working with the Dong Nai Provincial People’s Committee
and the relevant ministries of the Vietnamese central government on this project.



EMPIRE
SPIRITS, INC. (FORMERLY PROVIMEX, INC.)



Provimex,
Inc. was originally incorporated as a Nevada corporation on September 23, 2004, Entity Number C25551-4, as a subsidiary of the Company
to engage in international trade. On 9/26/2021, Provimex, Inc. changed its name to Empire Spirits, Inc. as the holding company for the
acquisition of a majority ownership in Five-Grain Treasure Spirits Company, Ltd., a baiju distiller in Jilin Province. The Company is
in the process of amending the Purchase and Sale Agreement that was originally signed on January 18, 2022 with Five-Grain Treasure Spirits
Co. Ltd., to collaborate in launching American-made baiju products through Empire Spirits, Inc.



Baijiu
is a white spirit distilled from sorghum. It is similar to vodka but with a fragrant aroma and taste. It is currently the most consumed
spirit in the world. Mainly consumed in China, it is gaining popularity in the rest of the world.



Five-Grain
specializes in the production and sales of spirits and the development of proprietary spirit production processes. It also possesses
a patented technology to grow red sorghum for baiju manufacturing. The patented grain produces superior yield and quality. Five-Grain
is a reputable bulk alcohol supplier to some of the largest spirits companies in the world.



4







PHILUX
GLOBAL FUNDS SCA, SICAV-RAIF



On
June 11, 2020, the Company received the approval from the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and successfully
established and activated PHILUX GLOBAL FUNDS SCA, SICAV-RAIF (the “Fund”), Registration No. B244952, a Luxembourg bank fund
organized as a Reserved Alternative Investment Fund in accordance with the Luxembourg Law of July 23, 2016 relative to reserved alternative
investment funds, Law of August 23, 2016 relative to commercial companies, and Modified Law of July 12, 2013 relative to alternative
investment fund managers.



The
following entities had been engaged to support the Fund’s operations: a) Custodian Bank: Hauck & Aufhauser Privatbankiers AG,
b) Administrative Registrar & Transfer Agent: Hauck & Aufhauser Alternative Investment Services S.A., c) Fund Manager: Hauck
& Aufhauser Fund Services S.A., d) Fund Attorneys: DLP Law Firm SARL and VCI Legal, e) Investment Advisor: PHILUX Capital Advisors,
Inc., f) Fund Auditors: E&Y Luxembourg and E&Y Vietnam, g) Fund Tax Advisor: ATOZ Tax Management, Luxembourg, h) Fund Independent
Asset Valuator: Cushman & Wakefield, Vietnam. Currently the Fund is in the process of changing the custodian bank, administrative
registrar & transfer agent, investment advisor and the fund manager.



The
Fund is an umbrella fund intended to contain one or more sub-fund compartments for investing in select opportunities in the areas of
real estate, infrastructure, renewable energy, agriculture, healthcare and especially the Asia Diamond Exchange and Multi-Commodities
and Logistics Center in Vietnam.



Other
subsidiaries of the Company that are established in conjunction with PHILUX Global Funds include PHI Luxembourg Development S.A., PHILUX
Global General Partners SA, and PHI Luxembourg Holding SA. Website: www.philuxfunds.com.



PHILUX
CAPITAL ADVISORS, INC.



PHILUX
Capital Advisors, Inc. was originally incorporated under the name of “Providential Capital, Inc.” in 2004 as a Nevada corporation
and wholly owned subsidiary of the Company to provide merger and acquisition (M&A) advisory services, consulting services, project
financing, and capital market services to clients in North America and Asia. In May 2010, Providential Capital, Inc. changed its name
to PHI Capital Holdings, Inc. It was re-domiciled as a Wyoming corporation on September 20, 2017 and changed its name to “PHILUX
Capital Advisors, Inc.” on June 03, 2020. This subsidiary has successfully managed merger plans for a number of privately held
and publicly traded companies and continues to focus on serving the Pacific Rim markets in the foreseeable future. This subsidiary also
arranges debt financing for international clients. Website: www.philuxcapital.com.



CO2-1-0
(CARBON) CORP



In
August 2021, PHI Group signed a Letter of Intent with Indonesia-based CYFS Group, headed by Mr. Choky Fernando Simanjuntak, to sponsor
and co-found CO2-1-0 (CARBON) CORP to implement a new disruptive carbon mitigation initiative through environmentally sustainable projects
starting in Indonesia, Vietnam, other ASEAN countries, and worldwide. On September 21, 2021 CO2-1-0 (CARBON) CORP was incorporated as
a Wyoming corporation to manage this program. During the fiscal year ended June 30, 2022, PHI Group, Inc. has contributed a major portion
of the development budget for CO2-1-0 (CARBON) CORP) and hold 50.1% shares of CO2-1-0 (CARBON). The Company is in the process of relocating
CO2-1-0 (CARBON) CORP to the United Arab Emirates.



According
to the United Nation Framework Convention on Climate Change (UNFCCC), together with the Paris agreement and Kyoto protocol in 2016, where
Indonesia has actively participated and agreed to maintain the earth temperature not to exceed by 1,5 degrees Celsius by 2030. The greenhouse
gases (GHG), mainly CO2, CH4, N2O, SF6, HFCs, PFCs, are the root cause of global climate change, each of which can be calculated as CER
(CO2 Emission Reduction) equivalent. The target for Indonesia is 834 million tonnes of CER by 2030.



5







Currently,
CER is being tediously registered, validated, and certified centrally under UNFCCC methodology by a few independent institutions, mostly
in the US and Europe, where the CER later can be traded (as carbon credits) voluntarily. For the past 5 years, the market for carbon
credits is nearly zero, and due to complexity of the processes, many companies/ projects have less appetite to be engaged into the carbon
credit opportunity. Many environmentally sustainable projects (renewable energy/ waste/ agriculture/forestry/ etc.) have failed to get
financial support especially at the initial/ development stage, due to the above reasons, causing less economic value of the project
or delays.



Though
the carbon market is still on hibernate stage, CER value is estimated to rise to US$ 100/ ton CER by 2030, while crypto currency is just
starting and has attracted many millennials and gen-Z who are more aware to green environment and sustainability (recent survey result,
Indonesian college students, 12-13 July 2021). It is believed that from year 2022 onward the world will witness the boom of renewable
energy projects/ sustainability initiatives that are related to Carbon Credits, with an enormous market size of 23 Giga tones of CO2
emission to be reduced in 2030. The Taskforce on Scaling Voluntary Carbon Markets (TSVCM), sponsored by the Institute of International
Finance (IIF) with knowledge support from McKinsey, estimates that demand for carbon credits could increase by a factor of 15 or more
by 2030 and by a factor of up to 100 by 2050. Overall, the market for carbon credits could be worth upward of $50 billion in 2030.



CO2-1-0
(CARBON) aims to provide a solution in disruptive decentralized new carbon market system using blockchain technology which will be empowering
environmentally sustainable projects (renewable energy/ waste/ agriculture/ forestry/ etc.) starting in Indonesia, Vietnam, other ASEAN
countries and worldwide. It has a clear and systematic product development roadmap, and the ultimate milestones of the products estimated
to be launched in the near future. The solution, methodology, and improved TACCC (transparent, accurate, consistent, complete, and comparable)
business process originally introduced by CO2-1-0 (CARBON) will bring full impact to better environment and life of millions.



AMERICAN
PACIFIC RESOURCES, INC.



American
Pacific Resources, Inc. (“APR”) is a Wyoming corporation established in April 2016 as a subsidiary of the Company to serve
as a holding company for various natural resource projects. On September 2, 2017, APR entered into an Agreement of Purchase and Sale
with Rush Gold Royalty, Inc. (“RGR”), a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over
an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A., in exchange for a total purchase price of
twenty-five million U.S. Dollars ($US 25,000,000) to be paid in a combination of cash, convertible demand promissory note and PHI Group,
Inc.’s Class A Series II Convertible Cumulative Redeemable Preferred Stock (“Preferred Stock”). This transaction was
closed effective October 3, 2017. Following the first amendment dated April 19, 2018 and the second amendment dated September 29, 2018
retroactively effective April 20, 2018, to the afore-mentioned Agreement of Purchase and Sale, PHI Group, Inc. paid ten million shares
of its Class A Series II Convertible Cumulative Redeemable Preferred Stock to Rush Gold Royalty, Inc.. As of June 30, 2020, the Company
recorded $462,000 paid for this transaction as expenses for research and development in connection with the Granite Mining Claims project.
The value of these mining claims is expected to be adjusted later after a new valuation of these mining assets is conducted by an independent
third-party valuator.



The
Company has passed several resolutions with respect to the declaration of a twenty percent (20%) special stock dividend in American Pacific
Resources, Inc. to shareholders of Common Stock of the Company. Due to the continued adverse effects of the coronavirus pandemic and
other factors that have delayed the development of APR, it deems necessary for the Company to suspend the distribution of the APR special
stock dividend until later on in order to allow APR additional time to reach certain milestones that would make the spin-off of APR and
this special stock dividend distribution economically beneficial for the Company’s shareholders. The Company will provide an update
regarding the new Record Date for this special dividend when certain conditions are met.



PHIVITAE
HEALTHCARE, INC.



PHIVITAE
HEALTHCARE, INC., a Wyoming corporation, is a wholly-owned subsidiary of PHI Group established on July 07, 2017 under the name of “PHIVATAE
Corporation, Inc.” with the intention to acquire a pharmaceutical and medical equipment distribution company in Romania and to
manage distribution of medical equipment and pharmaceutical products to emerging markets. This subsidiary changed its name to PHIVITAE
HEALTHCARE, INC. on March 17, 2020. On April 27, 2020, PHI Group, Inc. signed a business cooperation agreement with Natural Well Technical
Ltd. (“NWTL”), a Taiwanese company, to jointly cooperate in the research and development activities of pertinent technologies
that have been initiated and continue to be carried out by NWTL and applying them to produce commercial products and services in the
fields of healthcare, beauty supply, agriculture and industry as well as any other business activities deemed mutually beneficial. PHIVITAE
is in the process of entering into a strategic alliance with a Vietnam-based medical supply company.



6







PHILUX
GLOBAL ENERGY, INC.



On
January 3, 2022, the Company filed “Profit Corporation Articles of Incorporation” with the Wyoming Secretary of State to
incorporate “PHILUX GLOBAL ENERGY, INC.” – Original ID: 2020-001066221, as a wholly-owned subsidiary of the Company
to serve as the holding company for the contemplated acquisition of fifty-point one percent (50.10%) ownership in both Kota Energy Group
LLC and Kota Construction LLC, both of which are California limited liability companies.



PHILUX
FIDELITY GLOBAL GROUP



PHILUX
FIDELITY GLOBAL GROUP is a Wyoming corporation incorporated on June 30, 2022 to serve as the holding company for business cooperation
between Tin Thanh Group (www.tinthanhgroup.vn) and the Company.



DISPOSAL
OF STOCK OWNERSHIP IN SPORTS POUCH BEVERAGE COMPANY, INC.



On
May 3, 2022, Philux Capital Advisors, Inc., a subsidiary of the Company, transferred 292,050,000 shares of Sports Pouch Beverage Company,
Inc., a Nevada corporation traded on the OTC Markets under the symbol “SPBV” to Chinh T. Truong for twenty-five thousand
U.S. dollars as part of the agreements in connection with the Business Combination Agreement entered into on March 19, 2021 between Sports
Pouch Beverage Company, Inc. and Glink Apps International, Inc., a Wyoming corporation. Sports Pouch Beverage Company, Inc. has agreed
to issue five million shares of its Common Stock to Philux Capital Advisors, Inc. after the consummation of said Business Combination
Agreement and a 1-for-500 reverse split of the combined Sports Pouch Beverage Company, Inc.



ITEM
1A. RISK FACTORS



RISK
FACTORS



Investment
in our securities is subject to various risks, including risks and uncertainties inherent in our business. The following sets forth factors
related to our business, operations, financial position or future financial performance or cash flows which could cause an investment
in our securities to decline and result in a loss.



General
Risks Related to Our Business



Our
success depends on our management team and other key personnel, the loss of any of whom could disrupt our business operations.



Our
future success will depend in substantial part on the continued service of our senior management and certain external experts. The loss
of the services of one or more of our key personnel and/or outside experts could impede implementation and execution of our business
strategy and result in the failure to reach our goals. We do not carry key person life insurance for any of our officers or employees.
Our future success will also depend on the continued ability to attract, retain and motivate highly qualified personnel in the diverse
areas required for continuing our operations. We cannot assure that we will be able to retain our key personnel or that we will be able
to attract, train or retain qualified personnel in the future.



7







Risks
Related to Mergers and Acquisitions



Our
strategy in mergers and acquisitions involves a number of risks and we have a limited history of successful acquisitions. Even when an
acquisition is completed, we may have to continue our service for integration that may not produce results as positive as management
may have projected.



The
Company continues evaluating various opportunities and negotiating to acquire other companies, assets and technologies. Acquisitions
entail numerous risks, including difficulties in the assimilation of acquired operations and products, diversion of management’s
attention from other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies.
We have limited experience in assimilating acquired organizations into our operations. Although potential synergy may be achieved by
acquisitions of related technologies and businesses, no assurance can be given as to the Company’s ability to integrate successfully
any operations, personnel, services or products that have been acquired or might be acquired in the future. Failure to successfully assimilate
acquired organizations could have a material adverse effect on the Company’s business, financial condition and operating results.



Acquisitions
involve a number of special risks, including:



|● | failure
    of the acquired business to achieve expected results;                                                       
|- | ------------------------------------------------------------------------------------------------------------------------
|● | diversion
    of management’s attention;                                                                                
|● | failure
    to retain key personnel of the acquired business;                                                           
|● | additional
    financing, if necessary and available, could increase leverage, dilute equity, or both;                  
|● | the
    potential negative effect on our financial statements from the increase in goodwill and other intangibles; and  
|● | the
    high cost and expenses of completing acquisitions and risks associated with unanticipated events or liabilities.



These
risks could have a material adverse effect on our business, results of operations and financial condition since the values of the securities
received for the consulting service at the execution of the acquisition depend on the success of the company involved in acquisition.
In addition, our ability to further expand our operations through acquisitions may be dependent on our ability to obtain sufficient working
capital, either through cash flows generated through operations or financing activities or both. There can be no assurance that we will
be able to obtain any additional financing on terms that are acceptable to us, or at all.



Risks
associated with private equity (PE) funds



There
are, broadly, five key risks to private equity investing:



1.
Operational risk: The risk of loss resulting from inadequate processes and systems supporting the organization. It is a
key consideration for investors regardless of the asset classes that funds invest into.



2.
Funding risk: This is the risk that investors are not able to provide their capital commitments and is effectively the
‘investor default risk’. PE funds typically do not call upon all the committed investor capital and only draw capital once
they have identified investments. Funding risk is closely related to liquidity risk, as when investors are faced with a funding shortfall
they may be forced to sell illiquid assets to meet their commitments.



3.
Liquidity risk: This refers to an investor’s inability to redeem their investment at any given time. PE investors
are ‘locked-in’ for between five and ten years, or more, and are unable to redeem their committed capital on request during
that period. Additionally, given the lack of an active market for the underlying investments, it is difficult to estimate when the investment
can be realized and at what valuation.



4.
Market risk: There are many forms of market risk affecting PE investments, such as broad equity market exposure, geographical/sector
exposure, foreign exchange, commodity prices, and interest rates. Unlike in public markets where prices fluctuate constantly and are
marked-to-market, PE investments are subject to infrequent valuations and are typically valued quarterly and with some element of subjectivity
inherent in the assessment. However, the market prices of publicly listed equities at the time of sale of a portfolio company will ultimately
impact realization value.





5.
Capital risk: The capital at risk is equal to the net asset value of the unrealized portfolio plus the future undrawn commitments.
In theory, there is a risk that all portfolio companies could experience a decline in their current value, and in the worst-case drop
to a valuation of zero. Capital risk is closely related to market risk. Whilst market risk is the uncertainty associated with unrealized
gains or losses, capital risk is the possibility of having a realized loss of the original capital at the end of a fund’s life.



8









There
are two main ways that capital risk brings itself to bear - through the failure of underlying companies within the PE portfolio and suppressed
equity prices which make exits less attractive. The former is impacted by the quality of the fund manager, i.e. their ability to select
portfolio companies with good growth prospects and to create value, hence why fund manager selection is key for investors. The condition,
method, and timing of the exit are all factors that can affect how value can be created for investors.



Risks
Associated with Building and Operating a Diamond Exchange



Fundamentally,
the key requirements for a successful diamond exchange include the following:



1.
Supply: One of the most important things for a successful trading hub is the ability to secure ample, stable, and sustainable
supply of commodities. In the case of a diamond exchange, adequate supply of rough diamond must be secured to make it successful.



2.
Capital: Besides the infrastructure, facilities, systems, and amenities to operate the diamond exchange, the organizers
must be able to arrange very large amounts of capital to facilitate the trade and other business activities related to the exchange.



3.
Participants: The organizers must be able to attract a large number of international diamonteers to participate in the
exchange. There is no guarantee that people will come when the exchange is built.



4.
Venue: The venue must be able to provide competitive advantages compared with existing diamond exchanges in the world in
terms of (a) modern facilities, latest technologies and state-of-the-art provisions, (b) tax relief, (c) financial facilitating network
from big investors, (d) retail banking, lending institutions and foreign exchange facilities, (e) licenses and registrations, (f) global
multi-commodities trading flatform, and (g) other amenities.



Risks
Associated with International Markets



As
some of our business activities are currently involved with international markets, any adverse change to the economy or business environment
in these countries could significantly affect our operations, which would lead to lower revenues and reduced profitability.



Some
of our business activities are currently involved with non-US countries. Because of this presence in specific geographic locations, we
are susceptible to fluctuations in our business caused by adverse economic or other conditions in this region, including stock market
fluctuation. A stagnant or depressed economy in these countries generally, or in any of the other markets that we serve, could adversely
affect our business, results of operations and financial condition.



Risks
Related to Our Securities



Insiders
have substantial control over the company, and they could delay or prevent a change in our corporate control, even if our other stockholders
wanted such a change to occur.



Though
our executive officers and directors as of the date of this report, in the aggregate, only hold a small portion of our outstanding common
stock, we have the majority voting rights associated with the Company’s Class B Series I Preferred Stock, which decision may allow
the Board of Directors to exercise significant control over all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even
if our other stockholders wanted it to occur.



9







The
price at which investors purchase our common stock may not be indicative of the prevailing market price.



The
stock market often experiences significant price fluctuations that are unrelated to the operating performance of the specific companies
whose stock is traded. These market fluctuations could adversely affect the trading price of our shares. Investors may be unable to sell
their shares of common stock at or above their purchase price, which may result in substantial losses.



Since
we do not currently meet the requirements for our stock to be quoted on NASDAQ, NYSE MKT LLC or any other senior exchange, the tradability
in our securities will be limited under the penny stock regulations.



Under
the rules of the Securities and Exchange Commission, as the price of our securities on the OTCQB or OTC Markets is below $5.00 per share,
our securities are within the definition of a “penny stock.” As a result, it is possible that our securities may be subject
to the “penny stock” rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:



*Make
a suitability determination prior to selling penny stock to the purchaser;

*Receive
the purchaser’s written consent to the transaction; and

*Provide
certain written disclosures to the purchaser.



These
requirements may restrict the ability of broker/dealers to sell our securities, and may affect the ability to resell our securities.



Our
compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for us.



It
may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by
the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop
and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements
of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires
publicly traded companies to obtain.



ITEM
1B. UNRESOLVED STAFF COMMENTS.



None.



ITEM
2. DESCRIPTION OF PROPERTIES



As
of June 30, 2022, the Company did not own any realty or equipment.



ITEM
3. LEGAL PROCEEDINGS



The
Company is currently not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against
Company has been threatened.



ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



10







PART
II



ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The
Company’s Common Stock is currently trading on the OTC Markets under the symbol “PHIL”. The following sets forth the
high and low prices of the Company’s Common Stock in the US for the most recent month, two most recent quarters and each quarter
during the preceding two fiscal years.



The
prices for the Company’s common stock quoted by brokers are not necessarily a reliable indication of the value of the Company’s
common stock.



|Per
    Share Common Stock Prices for the Month |  | High |        |  | Low | 
|----------------------------------------------- |  | ---- | ------ |  | --- | 
|Ended
    December 31, 2022                     |  |      | 0.0015 |  |     | 



|Per
    Share Common Stock Prices for the Quarters |  | High |        |  | Low | 
|-------------------------------------------------- |  | ---- | ------ |  | --- | 
|Quarter
    Ended December 31, 2022                |  |      | 0.0020 |  |     | 
|Quarter Ended September
    30, 2022               |  |      | 0.0026 |  |     | 



Per
Share Common Stock Prices by Quarter



For
the Fiscal Year Ended June 30, 2022



|                                     |  | High |        |  | Low | 
|------------------------------------ |  | ---- | ------ |  | --- | 
|                                     |  |      |        |  |     | 
|Quarter
    Ended June 30, 2022      |  |      | 0.0019 |  |     | 
|Quarter Ended March
    31, 2022     |  |      | 0.0055 |  |     | 
|Quarter Ended December
    31, 2021  |  |      | 0.0093 |  |     | 
|Quarter Ended September
    30, 2021 |  |      | 0.0150 |  |     | 



Per
Share Common Stock Prices by Quarter



For
the Fiscal Year Ended June 30, 2021



|                                     |  | High |        |  | Low | 
|------------------------------------ |  | ---- | ------ |  | --- | 
|Quarter
    Ended June 30, 2021      |  |      | 0.0198 |  |     | 
|Quarter Ended March
    31, 2021     |  |      | 0.0146 |  |     | 
|Quarter Ended December
    31, 2020  |  |      | 0.0007 |  |     | 
|Quarter Ended September
    30, 2020 |  |      | 0.0002 |  |     | 



Holders
of Common Equity:



As
of January 12, 2023 there are approximately 1,592 shareholders of record of the Company’s common stock, of which 1,286 are active.



Dividends:



Cash
dividend: The Company has not declared or paid a cash dividend to common stock shareholders since the Company’s inception. The
Board of Directors presently intends to retain any earnings to finance company operations and does not expect to authorize cash dividends
to common shareholders in the foreseeable future. Any payment of cash dividends in the future will depend upon Company’s earnings,
capital requirements and other factors.





11









Share
dividend: On March 12, 2012 the Board of Directors of the Company declared a special stock dividend to shareholders of Common Stock of
the Company with the following stipulations: (a) Declaration date: March 16, 2012; (b) Record date: June 15, 2012; (c) Payment date:
September 17, 2012; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall receive
three new shares of Common Stock of the Company for each share held by such shareholders as of the referenced record date. The purpose
of this special stock dividend was to partially mitigate the impact of the dilution in connection with the 1-for-1,500 reverse split
of the Common Stock on the Company’s long-term shareholders and reward them for staying with the Company. On June 6, 2012, the
Company’s Board of Directors passed a resolution to change the record date for the special stock dividend to July 31, 2012 and
the distribution date to November 30, 2012. The Company has reserved a total of 5,673,327 shares of Common Stock for this special dividend
distribution and will reset a new distribution date when the market price of the Company’s Common Stock makes the special stock
dividend economically meaningful for such shareholders and a registration statement for the dividend shares is declared effective by
the Securities and Exchange Commission.





ITEM
6. SELECTED FINANCIAL DATA



|June 30,                      |  | 2022 |             |   | 2021 |   |            | 2020 | 
|----------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- | 
|Net revenues                  |  | $    | 30,000      |   |      | $ | 61,000     |      | 
|Income (loss) from operations |  | $    | (16,899,928 | ) |      | $ | (852,616   | )    | 
|Net other income (expense)    |  | $    | (4,254,515  | ) |      | $ | (5,700,562 | )    | 
|Net income (loss)             |  | $    | (21,154,443 | ) |      | $ | (6,553,178 | )    | 
|Net income (loss) per share   |  | $    | (0.00       | ) |      | $ | (0.00      | )    | 
|Total assets                  |  | $    | 469,963     |   |      | $ | 927,796    |      | 
|Total liabilities             |  | $    | 7,013,465   |   |      | $ | 6,925,185  |      | 



ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Except
for the audited historical information contained herein, this report specifies forward-looking statements of management of the Company
within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 (“forward-looking
statements”) including, without limitation, forward-looking statements regarding the Company’s expectations, beliefs, intentions
and future strategies. Forward-looking statements are statements that estimate the happening of future events and are not based on historical
facts. Forward- looking statements may be identified by the use of forward-looking terminology, such as “could”, “may”,
“will”, “expect”, “shall”, “estimate”, “anticipate”, “probable”,
“possible”, “should”, “continue”, “intend” or similar terms, variations of those terms
or the negative of those terms. The forward-looking statements specified in this report have been compiled by management of the Company
on the basis of assumptions made by management and considered by management to be reasonable. Future operating results of the Company,
however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in this report represent estimates of future events and
are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification
and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives
require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated
or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In addition,
those forward-looking statements have been compiled as of the date of this report and should be evaluated with consideration of any changes
occurring after the date of this report. No assurance can be given that any of the assumptions relating to the forward-looking statements
specified in this report are accurate and the Company assumes no obligation to update any such forward-looking statements.



12







RESULTS
OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2022 AND JUNE 30, 2021



Revenues:



The
Company received $30,000 from consulting services for the fiscal year ended June 30, 2022 as compared to $61,000 from consulting services
for the fiscal year ended June 30, 2021.



Operating
Expenses:



The
Company incurred total operating expenses of $16,929,928 for the fiscal year ended June 30, 2022 as compared to $913,616 for the
year ended June 30, 2021. The increase of operating expenses between the two fiscal periods $16,047,312 includes an increase of
$45,538 in general and administrative expenses, an increase of $112,500 in salaries and wages, an increase of $1,018,651 for the
development costs of the Asia Diamond Exchange and an increase of $14,839,623 in professional services mainly associated with the
issuances of the Company’s stock for the development and launching of an Asia Diamond Exchange (ADE) blockchain
token.



Income
(loss) from operations:



The
Company had a loss from operations of $ 16,899,928 for the fiscal year ended June 30, 2022 as compared to a loss from operations of
$852,616 for the fiscal year ended June 30, 2021. This represents an increase of $16,047,312 in loss from operations during the
current fiscal year as compared to that of the precious year. This was mainly due to an increase of $45,538 in general and
administrative expenses, an increase of $112,500 in salaries and wages, an increase of $1,018,651 for the development costs of the
Asia Diamond Exchange and an increase of $14,839,623 in professional services mainly associated with the issuances of the
Company’s stock for the development and launching of an Asia Diamond Exchange (ADE) blockchain token as mentioned
above.



Other
income (expense):



The
Company had net other expenses of $ 4,254,515 for the fiscal year ended June 30, 2022 as compared to net other expenses of $5,700,562
for the fiscal year ended June 30, 2021. The net variance of $1,446,047 between the two fiscal periods was primarily due to an increase
of $711,419 in other income, an increase in interest expenses in the amount of $1,223,277 and a decrease in other expenses in the amount
of $1,957,905. The Company recognized $1,118,195 as other income in connection with a gain in settlement of debt in the amount of $1,017,969
and the sale of 400,000 CO2-1-0(CARBON) Corp. tokens for $100,000. As for other expenses, the Company incurred $3,780,153 under this
category during the fiscal year ended June 30, 2022, primarily due to a loss in the amount of $877,484 in connection with cashless warrant
exercises, a loss on note discounts of $221,307, penalties of $215,663, commissions of $10,000, a loss on derivatives of $427,704, a
loss on issuance of stock in the amount of $237,879, prepayment premium of $23,809, and total financing costs of $336,392, as compared
to $5,700,562 in other expenses during the previous fiscal year. Interest expenses for the current fiscal year is $1,592,557 as compared
to interest expenses of $369,280 for the previous fiscal year.



Net
income (loss):



The
Company had a net loss of $21,154,443 for the fiscal ended June 30, 2022, as compared to a net loss of $6,553,178 for the fiscal year
ended June 30, 2021, representing a variance of $14,601,265 in net loss between the two fiscal years. The net loss per share based on
the basic and diluted weighted average number of common shares outstanding for the fiscal years ended June 30, 2022 and June 30, 2021
was both $(0.00).



CASH
FLOWS



We
had in cash and cash equivalents of $67,896 as of June 30, 2022 as compared to $95,344 in cash and cash equivalents as of June
30, 2021, respectively.



Net
cash used in our operating activities was $ 1,545,570 for the fiscal year ended June 30, 2022 as compared to cash used in operating
activities of $ 79,446 for the fiscal year ended June 30, 2021.



13







The
underlying reasons for the variance in net cash provided by and used in operating activities between the two fiscal year periods were
mainly due to an increase in net loss from operations of $14,601,265, a net change in non-cash issuances of stock of $20,404,740,
an increase in deferred financing costs of $355,860,
a net decrease in assets and prepaid expenses of $179,420 and a net increase in accounts payable and accrued expenses of $224,410 between
the two fiscal years.



There
was $410,438 cash provided by investing activities during the fiscal year ended June 30, 2022, compared to $441,995 cash used in investing
activities during the same period ended June 30, 2021.



Net
cash provided by financing activities was $ 1,107,288 for the fiscal year ended June 30, 2022 as compared with net cash provided
by financing activities of $391,404 for the fiscal year ended June 30, 2021. The net cash provided by financing activities for the current
fiscal year primarily came from notes payable in the amount of $1,087,288 and $20,000 from issuances of common stock
for cash.



HISTORICAL
FINANCING ARRANGEMENTS



SHORT
TERM NOTES PAYABLE AND ISSUANCE OF COMMON STOCK



In
the course of its business, the Company has obtained short-term loans from individuals and institutional investors and from time to time
raised money by issuing restricted common stock of the Company under the auspices of Rule 144. These notes bear interest rates ranging
from 0% to 36% per annum. (Notes 8 & 13).



CONVERTIBLE
PROMISSORY NOTES



The
Company has also from time to time issued convertible promissory notes to various private investment funds for short-term working capital
and special projects. Typically, these notes bear interest rates from 5% to 12% per annum, mature within one year, are convertible to
common stock of the Company at a discount ranging from 42% to 50%, and may be repaid within 180 days at a prepayment premium ranging
from 130% to 150%. (Note 8)



COMPANY’S
PLAN OF OPERATION FOR THE FOLLOWING 12 MONTHS



In
the next twelve months the Company’s goals are to advance a number of sub-funds under PHILUX Global Funds SCA, SICAV-RAIF for
investment in real estate, renewable energy, agriculture, infrastructure, and healthcare, as well as develop the Asia Diamond
Exchange in Vietnam. The Company will also continue to carry out its merger and acquisition program by acquiring target companies
for roll-up strategy and also invest in special situations. In particular, the Company plans to complete the pending acquisitions of
KOTA Energy Group LLC, KOTA Construction LLC, and Tin Thanh Group and intends to execute the new business plan in conjunction with
Tin Thanh Group regarding the smart-tire leasing program and the production of hydrogen in collaboration with Air Products and
Chemicals. Moreover, the Company will continue to provide advisory and consulting services to international clients through its
wholly owned subsidiary PHILUX Capital Advisors, Inc. (formerly known as PHI Capital Holdings, Inc.)



In
addition, the Company and its subsidiaries have entered into loan financing agreements, investment management agreements, joint venture
agreement, and memorandum of understanding with six international investor groups for a total of six billion three hundred million U.S.
dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company expects to begin receiving capital
through these sources in the near future to support its merges and acquisitions and investment programs.



FINANCIAL
PLANS



MATERIAL
CASH REQUIREMENTS: We must raise substantial amounts of capital to fulfill our plans for PHILUX Global Funds and for acquisitions. We
intend to use equity, debt and project financing to meet our capital needs for acquisitions and investments.



Management
has taken action and formulated plans to meet the Company’s operating needs through June 30, 2023 and beyond. The working capital
cash requirements for the next 12 months are expected to be generated from operations, sale of marketable securities and additional financing.
The Company plans to generate revenues from its consulting services, merger and acquisition advisory services, and acquisitions of target
companies with cash flows.



AVAILABLE
FUTURE FINANCING ARRANGEMENTS: The Company may use various sources of funds, including short-term loans, long-term debt, equity capital,
and project financing as may be necessary. The Company believes it will be able to secure the required capital to implement its business
plan.



14







EQUITY
LINE OF CREDIT WITH INSTITUTIONAL INVESTOR



On
March 01, 2022, the Company entered into an equity purchase agreement with an institutional investor (“The Investor”) as
follows:



The
Investor will provide an equity line of up to $10,000,000 to the Company, pursuant to which the Company has the right, but not the obligation,
during the 24 months after an effective registration of the underlying shares, to issue a notice to the Investor (each a “Drawdown
Notice”) which shall specify the amount of registered shares of common stock of the Company (the “Put Shares”) that
the Company elects to sell to the Investor, from time to time, up to an aggregate amount equal to $10,000,000.



The
pricing period of each put will be the 7 trading days immediately following receipt of the Put Shares (the “Pricing Period”).



The
purchase price per share shall mean 90% of the average of the 2 lowest volume-weighted average prices of the Common Stock during the
Pricing Period, less clearing fees, brokerage fees, other legal, and transfer agent fees incurred in the deposit (the “Net Purchase
Amount”). The Investor shall pay the Net Purchase Amount to the Company by wire for each Drawdown Notice within 2 business days
of the end of the Pricing Period.



The
put amount in each Drawdown Notice shall not be less than $50,000 and shall not exceed the lesser of (i) $500,000 or (ii) 200% of the
average dollar trading volume of the Common Stock during the 7 trading days immediately before the Put Date, subject to Beneficial Ownership
cap.



There
shall be a 7 trading day period between the receipt of the Put Shares and the next put.



The
Company intends to file an S-1 Registration Statement with the Securities and Exchange Commission for this Equity Line of Credit.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The
following discussion about PHI Group Inc.’s market risk involves forward-looking statements. Actual results could differ materially
from those projected in the forward-looking statements.



Currency
Fluctuations and Foreign Currency Risk



Some
of our acquisition targets and partner companies are located outside of the United States and use currencies other than the U.S. dollar
as the official currencies of those countries. The fluctuations of exchange rates in these countries may affect the value of our business.



Interest
Rate Risk



We
do not have significant interest rate risk, as most of our debt obligations are primarily short-term in nature to individuals, with fixed
interest rates.



Valuation
of Securities Risk



Since
some of our income in the past was paid with the marketable securities, the value of our assets may fluctuate significantly depending
on the market value of the securities we hold.



15







ITEM
8. FINANCIAL STATEMENTS



PHI
GROUP, INC.

INDEX
TO FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm (PCAOB No.:6662)                               |  | F-1
|------------------------------------------------------------------------------------------------------ |  | ---
|                                                                                                       |  |    
|Balance Sheet as of June 30, 2022 and June 30, 2021                                                    |  | F-2
|                                                                                                       |  |    
|Statement of Operations for the fiscal years ended June 30, 2022 and June 30, 2021                     |  | F-3
|                                                                                                       |  |    
|Statement of Cash Flows for the fiscal years ended June 30, 2022 and June 30, 2021                     |  | F-4
|                                                                                                       |  |    
|Statement of Stockholders’ Equity (Deficit) for the fiscal years ended June 30, 2022 and June 30, 2021 |  | F-5
|                                                                                                       |  |    
|Notes to Financial Statements                                                                          |  | F-6



16













|CA Logo Vector | M.S.
    Madhava Rao
    316,
    1st Cross, Gururaja Layout, 7th Block, 4th Phase, BSK 3rd Stage, Bangalore 560085
    Tel
    No: 91-8861838006 email : mankalr@yahoo.com
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2022 and 2021,
the related statements of operations, changes in shareholders’ deficit and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the period June 30, 2022 and 2021, 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 $71,717,973 and had a negative cash flow from operations amounting to $1,545,570 for the year ended June 30, 2022. These factors
as discussed in Note 19 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 19. 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.



Related
party transactions.



As
discussed in Notes 7 and 16 to the financial statement, the Company has borrowed and accrued salaries from related parties in the amounts
of $1,077,218 and $360,000 as of the date of June 30, 2022 respectively. The Company is relying on borrowings and contributions by shareholders
as well as by selling stock. It is expected to incur losses and negative cash flow in the future.



The
procedure performed to address the matter included: obtaining confirmation from related party.



|A picture containing lawn mower, insect, clipart

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|------------------------------------------------------------------------------------- | 
|Chartered
    Accountant                                                              | 
|Bangalore,
    India                                                                  | 
|January
    13, 2023                                                                  | 







F-1









PHI
GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS (AUDITED)



|                                                                                                                                                                                                                                                                                                                 |  | June
    30, |             |   | June
    30, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | -
|                                                                                                                                                                                                                                                                                                                 |  | 2022         |             |   | 2021         |  
|ASSETS                                                                                                                                                                                                                                                                                                           |  |              |             |   |              |  
|                                                                                                                                                                                                                                                                                                                 |  |              |             |   |              |  
|Current
    Assets                                                                                                                                                                                                                                                                                               |  |              |             |   |              |  
|Cash
    and cash equivalents                                                                                                                                                                                                                                                                                    |  | $            | 67,896      |   |              | $
|Marketable
    securities                                                                                                                                                                                                                                                                                        |  |              | 546         |   |              |  
|Other
    current assets                                                                                                                                                                                                                                                                                         |  |              | 365,360     |   |              |  
|Total
    current assets                                                                                                                                                                                                                                                                                         |  |              | 433,802     |   |              |  
|Other
    assets:                                                                                                                                                                                                                                                                                                |  |              |             |   |              |  
|Investments                                                                                                                                                                                                                                                                                                      |  |              | 36,161      |   |              |  
|Total
    Assets                                                                                                                                                                                                                                                                                                 |  |              | 469,963     |   |              |  
|                                                                                                                                                                                                                                                                                                                 |  |              |             |   |              |  
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                                                                                                                  |  |              |             |   |              |  
|                                                                                                                                                                                                                                                                                                                 |  |              |             |   |              |  
|Current
    Liabilities                                                                                                                                                                                                                                                                                          |  |              |             |   |              |  
|Accounts
    payable                                                                                                                                                                                                                                                                                             |  |              | 615,805     |   |              |  
|Sub-fund
    obligations                                                                                                                                                                                                                                                                                         |  |              | 1,574,775   |   |              |  
|Accrued
    expenses                                                                                                                                                                                                                                                                                             |  |              | 931,417     |   |              |  
|Short-term
    loans and notes payable                                                                                                                                                                                                                                                                           |  |              | 676,888     |   |              |  
|Convertible
    Promissory Notes                                                                                                                                                                                                                                                                                 |  |              | 756,250     |   |              |  
|Due
    to officers                                                                                                                                                                                                                                                                                              |  |              | 1,077,218   |   |              |  
|Advances
    from customers                                                                                                                                                                                                                                                                                      |  |              | 665,434     |   |              |  
|Derivative
    liabilities and Note Discount                                                                                                                                                                                                                                                                     |  |              | 715,677     |   |              |  
|Total
    Liabilities                                                                                                                                                                                                                                                                                            |  |              | 7,013,465   |   |              |  
|                                                                                                                                                                                                                                                                                                                 |  |              |             |   |              |  
|Stockholders’
    deficit:                                                                                                                                                                                                                                                                                       |  |              |             |   |              |  
|Preferred
    Stock, $0.001 par value; 500,000,000 shares authorized. 600,000 shares and 180,000 shares Class B Series I issued and outstanding
    as of 06/30/2022 and 06/30/2021 respectively. Par value:                                                                                                     |  |              | 600         |   |              |  
|APIC
    - Class B Series I                                                                                                                                                                                                                                                                                      |  |              | 1,840       |   |              |  
|Total
    Preferred Stock                                                                                                                                                                                                                                                                                        |  |              | 2,440       |   |              |  
|Common stock, $0.001
    par value; 60 billion shares authorized; 31,429,380,453 shares issued and
    outstanding on 06/30/2022; 40 billion shares authorized and 26,081,268,895 shares issued and outstanding
    on 6/30/2021, respectively, adjusted for 1 for 1,500 reverse split effective March 15, 2012. |  |              |             |   |              |  
|Par value:                                                                                                                                                                                                                                                                                                       |  |              | 31,429,381  |   |              |  
|APIC
    - Common Stock                                                                                                                                                                                                                                                                                          |  |              | 34,394,912  |   |              |  
|Common
    Stock to be issued                                                                                                                                                                                                                                                                                    |  |              | -           |   |              |  
|Common
    Stock to be cancelled                                                                                                                                                                                                                                                                                 |  |              | (35,500     | ) |              |  
|Treasury
    stock: 484,767 shares as of 6/30/22 and 6/30/21, respectively - cost method.                                                                                                                                                                                                                        |  |              | (44,170     | ) |              |  
|Accumulated
    deficit                                                                                                                                                                                                                                                                                          |  |              | (71,717,973 | ) |              |  
|Total
    Acc. Other Comprehensive Income (Loss)                                                                                                                                                                                                                                                                 |  |              | (572,591    | ) |              |  
|Total
    stockholders’ deficit                                                                                                                                                                                                                                                                                  |  |              | (6,543,502  | ) |              |  
|Total
    liabilities and stockholders’ deficit                                                                                                                                                                                                                                                                  |  | $            | 469,963     |   |              | $



The
accompanying notes form an integral part of these audited consolidated financial statements



F-2







PHI
GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENT OF OPERATIONS (AUDITED)

FOR
THE YEARS ENDED



|                                                           |  |              |                |   |      |   |                |  
|---------------------------------------------------------- |  | ------------ | -------------- | - | ---- | - | -------------- | -
|                                                           |  | JUNE
    30, |               
|                                                           |  | 2022         |                |   | 2021 |  
|Net
    revenues                                           |  |              |                |   |      |   |                |  
|Consulting,
    advisory and management services           |  | $            | 30,000         |   |      | $ | 61,000         |  
|Total
    revenues                                         |  |              | 30,000         |   |      |   | 61,000         |  
|Operating
    expenses:                                    |  |              |                |   |      |   |                |  
|Salaries
    and wages                                     |  |              | 360,000        |   |      |   | 247,500        |  
|Professional
    services, including non-cash compensation |  |              | 15,347,903     |   |      |   | 508,280        |  
|Asia Diamond Exchange development costs                    |  |              | 1,018,651      |   |      |   | -              |  
|General
    and administrative                             |  |              | 203,374        |   |      |   | 157,836        |  
|Total
    operating expenses                               |  |              | 16,929,928     |   |      |   | 913,616        |  
|                                                           |  |              |                |   |      |   |                |  
|Income
    (loss) from operations                          |  |              | (16,899,928    | ) |      |   | (852,616       | )
|                                                           |  |              |                |   |      |   |                |  
|Other
    income and expenses                              |  |              |                |   |      |   |                |  
|                                                           |  |              |                |   |      |   |                |  
|Other
    income                                           |  |              | 1,118,195      |   |      |   | 406,776        |  
|Interest
    expense                                       |  |              | (1,592,557     | ) |      |   | (369,280       | )
|Other
    expenses                                         |  |              | (3,780,153     | ) |      |   | (5,738,058     | )
|Net
    other income (expenses)                            |  |              | (4,254,515     | ) |      |   | (5,700,562     | )
|                                                           |  |              |                |   |      |   |                |  
|Net
    income (loss)                                      |  | $            | (21,154,443    | ) |      | $ | (6,553,178     | )
|                                                           |  |              |                |   |      |   |                |  
|Net
    loss per share:                                    |  |              |                |   |      |   |                |  
|Basic                                                      |  | $            | (0.00          | ) |      | $ | (0.00          | )
|Diluted                                                    |  | $            | (0.00          | ) |      | $ | (0.00          | )
|                                                           |  |              |                |   |      |   |                |  
|Weighted
    average number of shares outstanding:         |  |              |                |   |      |   |                |  
|Basic                                                      |  |              | 28,448,615,941 |   |      |   | 17,386,377,288 |  
|Diluted                                                    |  |              | 28,448,615,941 |   |      |   | 17,386,377,288 |  



The
accompanying notes form an integral part of these audited consolidated financial statements



F-3







PHI
GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR
THE YEARS ENDED JUNE 30, 2022 AND 2021

AUDITED



|                                                                              |  | 2022 |             |   | 2021 |  
|----------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Cash flows from operating activities:                                         |  |      |             |   |      |  
|Net income (loss) from operations                                             |  | $    | (21,154,443 | ) |      | $
|Mark-to-market adjustments                                                    |  |      | (659,514    | ) |      |  
|Net change due to non-cash issuances of stock                                 |  |      | 20,404,740  |   |      |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |      |             |   |      |  
|(Increase) decrease in assets and prepaid expenses                            |  |      |             |   |      |  
|Marketable securities                                                         |  |      | 384,911     |   |      |  
|Total deferred financing costs                                                |  |      | (355,860    | ) |      |  
|Total (increase) decrease in assets and prepaid expenses                      |  |      | 29,051      |   |      |  
|Increase (decrease) in accounts payable and accrued expenses                  |  |      |             |   |      |  
|Accounts payable                                                              |  |      | 7,284       |   |      |  
|Sub-fund obligations                                                          |  |      | 90,500      |   |      |  
|Accrued expenses                                                              |  |      | (1,062,061  | ) |      |  
|Advances from customers                                                       |  |      | 83,197      |   |      |  
|Derivative liabilities                                                        |  |      | 715,677     |   |      |  
|Total increase (decrease) in accounts payable and accrued expenses            |  |      | (165,404    | ) |      |  
|Net cash provided by (used in) operating activities                           |  |      | (1,545,570  | ) |      |  
|                                                                              |  |      |             |   |      |  
|Cash flows from investing activities:                                         |  |      |             |   |      |  
|Net cash provided by (used in) investing activities                           |  |      | 410,834     |   |      |  
|                                                                              |  |      |             |   |      |  
|Cash flows from financing activities:                                         |  |      |             |   |      |  
|Loans from Directors/Officers                                                 |  |      | -           |   |      |  
|Notes payable                                                                 |  |      | 1,087,288   |   |      |  
|Common Stock                                                                  |  |      | 20,000      |   |      |  
|Net cash provided by (used in) financing activities                           |  |      | 1,107,288   |   |      |  
|Net decrease in cash and cash equivalents                                     |  |      | (27,448     | ) |      |  
|Cash and cash equivalents, beginning of period                                |  |      | 95,344      |   |      |  
|Cash and cash equivalents, end of period                                      |  | $    | 67,896      |   |      | $



The
accompanying notes form an integral part of these audited consolidated financial statements



F-4







PHI
GROUP, INC. AND SUBSIDIARIES

STATEMENT
OF STOCKHOLDERS’ DEFICIT (AUDITED)

FOR
THE YEARS ENDED JUNE 30, 2022 AND JUNE 30, 2021



|                                                                                                     |  |                  |                |  |                      |   |            |            |  |  |                    |  |  |                     |     |  |        |   |            |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|---------------------------------------------------------------------------------------------------- |  | ---------------- | -------------- |  | -------------------- | - | ---------- | ---------- |  |  | ------------------ |  |  | ------------------- | --- |  | ------ | - | ---------- | ------ |  |  | ------------------- | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | - | --------------------------------------------------------------------------------------------------- |  | ------- | ----------------------------------------------------------------------------------------------------- | 
|                                                                                                     |  | Common
    Stock |                |  | Preferred
    Stock  |   |            | Additional |  |  | Treasury
    Stock |  |  | Common Stock        |     |  | Other  |   |            |        |  |  | Total               |  
|                                                                                                     |  | Shares           |                |  | Par
    Value Amount |   |            | Shares     |  |  | Amount             |  |  | Paid-in
    Capital |     |  | Shares |   |            | Amount |  |  | to be
    Cancelled |   |  | Comprehensive
                                                                                Gain
                                            (loss) |         |   | Accumulated
                                                                                Deficit |  |         | Shareholders’
                                                                                Deficit | 
|Balance at Fiscal Year Ended June 30, 2021                                                           |  |                  | 26,081,268,895 |  |                      | $ | 26,081,269 |            |  |  | 180,000            |  |  | $                   | 180 |  |        | $ | 21,123,350 |        |  |  | (484,767            | ) |  |                                                                                                                                                       | (44,170 | ) |                                                                                                     |  | (35,500 | )                                                                                                     | 
|Common Shares cancelled during quarter ended September 30, 2021                                      |  |                  | -784,249       |  |                      | $ | (784       | )          |  |  |                    |  |  |                     |     |  |        | $ | (753       | )      |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for conversion of loans duirng quarter ended September
    30, 2021             |  |                  | 103,279,112    |  |                      | $ | 103,279    |            |  |  |                    |  |  |                     |     |  |        | $ | 495,740    |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for accrued salaries during quarter ended September
    30, 2021                |  |                  | 222,823,725    |  |                      | $ | 222,824    |            |  |  |                    |  |  |                     |     |  |        | $ | 1,362,666  |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for consulting service during quarter ended September
    30, 2021              |  |                  | 767,000,000    |  |                      | $ | 767,000    |            |  |  |                    |  |  |                     |     |  |        | $ | 4,141,800  |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Net Income (Loss) for the quarter ended September 30, 2021                                           |  |                  |                |  |                      |   |            |            |  |  |                    |  |  |                     |     |  |        |   |            |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Balance as of September 30, 2021                                                                     |  |                  | 27,173,587,483 |  |                      | $ | 27,173,588 |            |  |  | 180,000            |  |  | $                   | 180 |  |        | $ | 27,122,803 |        |  |  | (484,767            | ) |  |                                                                                                                                                       | (44,170 | ) |                                                                                                     |  | (35,500 | )                                                                                                     | 
|Common Shares cancelled during the quarter ended December 31, 2021                                   |  |                  | -235,478,810   |  |                      |   | -235,479   |            |  |  |                    |  |  |                     |     |  |        |   | -2,425,432 |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for Consulting service during the quarter ended December
    31, 2021           |  |                  | 1,533,000,000  |  |                      |   | 1,533,000  |            |  |  |                    |  |  |                     |     |  |        |   | 8,201,200  |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for accrued salaries during the quarter ended December
    31, 2021             |  |                  | 52,196,586     |  |                      |   | 52,197     |            |  |  |                    |  |  |                     |     |  |        |   | 245,524    |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for conversion of note during the quarter ended December
    31, 2021           |  |                  | 54,750,000     |  |                      |   | 54,750     |            |  |  |                    |  |  |                     |     |  |        |   | 117,859    |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for exercise of warrants during the quarter ended December 31, 2021             |  |                  | 166,443,119    |  |                      |   | 166,443    |            |  |  |                    |  |  |                     |     |  |        |   | 53,211     |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for previously paid subscription during the quarter
    ended December 31, 2021 |  |                  | 30,000,000     |  |                      |   | 30,000     |            |  |  |                    |  |  |                     |     |  |        |   | 135,000    |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Preferred Stock issued for loan payment during the quarter ended December
    31, 2021               |  |                  |                |  |                      |   |            |            |  |  | 420,000            |  |  |                     | 420 |  |        |   | 1,840      |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Net Income (Loss) for the quarter ended December 31, 2021                                            |  |                  |                |  |                      |   |            |            |  |  |                    |  |  |                     |     |  |        |   |            |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Balance as of December 31, 2021                                                                      |  |                  | 28,774,498,378 |  |                      |   | 28,774,498 |            |  |  | 600,000            |  |  | $                   | 600 |  |        | $ | 33,450,163 |        |  |  | (484,767            | ) |  |                                                                                                                                                       | (44,170 | ) |                                                                                                     |  | (35,500 | )                                                                                                     | 
|Common Shares issued for conversion of notes during the quarter ended March
    31, 2022             |  |                  | 827,958,704    |  |                      |   | 827,959    |            |  |  |                    |  |  |                     |     |  |        | $ | 1,042,281  |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for exercise of warrants during the quarter ended March 31, 2022                |  |                  | 220,476,431    |  |                      |   | 220,476    |            |  |  |                    |  |  |                     |     |  |        | $ | 456,128    |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for accrued salaries during the quarter ended March
    31, 2022                |  |                  | 55,000,000     |  |                      |   | 55,000     |            |  |  | 600,000            |  |  | $                   | 600 |  |        | $ | 88,000     |        |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Balance as of March 31, 2022                                                                         |  |                  | 29,877,933,513 |  |                      |   | 29,877,933 |            |  |  | 600,000            |  |  | $                   | 600 |  |        | $ | 35,036,572 |        |  |  | (484,767            | ) |  |                                                                                                                                                       | (44,170 | ) |                                                                                                     |  | (35,500 | )                                                                                                     | 
|Common Shares issued for conversion of notes during the quarter ended June
    30, 2022              |  |                  | 1,541,446,776  |  |                      |   | 1,541,447  |            |  |  |                    |  |  |                     |     |  |        | $ | (636,660   | )      |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Common Shares issued for cash during the quarter ended June 30, 2022                                 |  |                  | 10,000,000     |  |                      |   | 10,000     |            |  |  |                    |  |  |                     |     |  |        | $ | (5,000     | )      |  |  |                     |   |  |                                                                                                                                                       |         |   |                                                                                                     |  |         |                                                                                                       | 
|Balance at Fiscal Year Ended June 30, 2022                                                           |  |                  | 31,429,380,289 |  |                      | $ | 31,429,381 |            |  |  | 600,000            |  |  | $                   | 600 |  |        | $ | 34,394,912 |        |  |  | (484,767            | ) |  |                                                                                                                                                       | (44,170 | ) |                                                                                                     |  | (35,500 | )                                                                                                     | 



The
accompanying notes form an integral part of these audited consolidated financial statements.



F-5







PHI
GROUP, INC. AND SUBSIDIARIES

(a/k/a
PHILUX GLOBAL GROUP INC)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1 – NATURE OF BUSINESS



PHI
Group, Inc. (n/k/a Philux Global Group Inc) (the “Company” or “PHI”) (www.philuxglobal.com) is primarily
engaged in mergers and acquisitions, advancing PHILUX Global Funds, SCA, SICAV-RAIF, a “Reserved Alternative Investment Fund”
(“RAIF”) under the laws of Luxembourg, and establishing the Asia Diamond Exchange in Vietnam. Besides, the Company provides
corporate finance services, including merger and acquisition advisory and consulting services for client companies through our wholly
owned subsidiary PHILUX Capital Advisors, Inc. (formerly PHI Capital Holdings, Inc.) (www.philuxcapital.com) and invests in selective
industries and special situations aiming to potentially create significant long-term value for our shareholders. PHILUX Global Funds
intends to include a number of sub-funds for investment in select growth opportunities in the areas of agriculture, renewable energy,
real estate, infrastructure, and the Asia Diamond Exchange in Vietnam.



BACKGROUND



Originally
incorporated on June 8, 1982 as JR Consulting, Inc., a Nevada corporation, the Company applied for a Certificate of Domestication and
filed Articles of Domestication to become a Wyoming corporation on September 20, 2017. In the beginning, the Company was foremost engaged
in mergers and acquisitions and had an operating subsidiary, Diva Entertainment, Inc., which operated two modeling agencies, one in New
York and one in California. In January 2000, the Company changed its name to Providential Securities, Inc., a Nevada corporation, following
a business combination with Providential Securities, Inc., a California-based financial services company. In February 2000, the Company
then changed its name to Providential Holdings, Inc. In October 2000, Providential Securities withdrew its securities brokerage membership
and ceased its financial services business. Subsequently, in April 2009, the Company changed its name to PHI Group, Inc. From October
2000 to October 2011, the Company and its subsidiaries were engaged in various transactions in connection with mergers and acquisitions
advisory and consulting services, real estate and hospitality development, mining, oil and gas, telecommunications, technology, healthcare,
private equity, and special situations. In October 2011, the Company discontinued the operations of Providential Vietnam Ltd., Philand
Ranch Limited, a United Kingdom corporation (together with its subsidiaries Philand Ranch - Singapore, Philand Corporation - US, and
Philand Vietnam Ltd. - Vietnam), PHI Gold Corporation (formerly PHI Mining Corporation, a Nevada corporation), and PHI Energy Corporation
(a Nevada corporation), and mainly focused on acquisition and development opportunities in energy and natural resource businesses.



The
Company is currently focused on PHILUX Global Funds, SCA, SICAV-RAIF by launching Philux Global Select Growth Fund and potentially other
sub-funds for investment in real estate, renewable energy, infrastructure, agriculture and healthcare and the Asia Diamond Exchange in
Vietnam. In addition, PHILUX Capital Advisors, Inc. (formerly Capital Holdings, Inc.), a wholly owned subsidiary of the Company, continues
to provide corporate and project finance services, including merger and acquisition (M&A) advisory and consulting services for U.S.
and international companies. The Company has signed agreements to acquire majority equity interests in Kota Construction LLC and Kota
Energy Group LLC which are engaged in solar energy business (https://www.kotasolar.com), Tin Thanh Group, a Vietnamese joint stock
company (www.tinthanhgroup.vn) and Van Phat Dat Joint Stock Company, a Vietnamese joint stock company. In addition, the Company
is in the process of amending the Purchase and Sale Agreement that was originally signed on January 18, 2022 with Five-Grain Treasure
Spirits Co., Ltd., a Chinese baiju distiller, to collaborate in launching American-made baiju products through Empire Spirits, Inc.,
a subsidiary of the Company. The Company will relocate CO2-1-0 (CARBON) Corp., a subsidiary of the Company engaged in carbon emission
mitigation using blockchain and crypto technologies, to the United Arab Emirates. These activities are disclosed in greater detail elsewhere
in this report. No assurances can be made that the Company will be successful in achieving its plans.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



PRINCIPLES
OF CONSOLIDATION



The
consolidated financial statements include the accounts of (1) PHI Group, Inc., its subsidiaries including (2) PHILUX Global Funds SCA,
SICAV-RAIF, a Luxembourg bank fund designed to hold a number of subfund compartments for investing in various selective industries, (3)
PHI Luxembourg Development S.A., the mother holding company for PHILUX Global Funds, (4) PHI Luxembourg Holding S.A., (5) PHILUX Global
General Partner S.A., (6) Asia Diamond Exchange, Inc., a Wyoming corporation (100%), (7) PHILUX Capital Advisors, Inc., a Wyoming corporation
(100%), and (8) CO2-1-0 (CARBON) Corp., collectively referred to as the “Company.” The other subsidiaries of the Company
were not active during the fiscal year ended June 30, 2022. All significant inter-company transactions have been eliminated in consolidation.



USE
OF ESTIMATES



The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.





CASH
AND CASH EQUIVALENTS



The
Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible
into cash to be cash equivalents.





F-6









MARKETABLE
SECURITIES



The
Company’s securities are classified as available-for-sale and, as such, are carried at fair value. Securities classified as available-for-sale
may be sold in response to changes in interest rates, liquidity needs, and for other purposes.



Each
investment in marketable securities typically represents less than twenty percent (20%) of the outstanding common stock and stock equivalents
of the investee, and each security is quoted on a national exchange or on the OTC Markets. As such, each investment is accounted for
in accordance with the provisions of ASC 320 (previously SFAS No. 115).



Unrealized
holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s
equity. Realized gains and losses for securities classified as available-for-sale are reported in earnings based upon the adjusted cost
of the specific security sold. On June 30, 2022 and 2021 the marketable securities have been recorded at $546 and $385,457, respectively,
based upon the fair value of the marketable securities at that time.



ACCOUNTS
RECEIVABLE



Management
reviews the composition of accounts receivable and analyzes historical bad debts. There was no account receivable or bad debt during
the fiscal ended June 30, 2022.



IMPAIRMENT
OF LONG-LIVED ASSETS



Effective
January 1, 2002, the Company adopted ASC 350 (Previously SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”),
which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions
of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically
evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 350. ASC 350 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount
by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined
in a similar manner, except that fair market values are reduced for the cost of disposal.



PROPERTY
AND EQUIPMENT



Property
and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred; costs of major additions and betterments
are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated
from the accounts and any resulting gain or loss is reflected in income. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets, ranging from three to ten years.



DEPRECIATION
AND AMORTIZATION



The
cost of property and equipment is depreciated over the estimated useful lives of the related assets. Depreciation and amortization of
fixed assets are computed on a straight-line basis.





NET
EARNINGS (LOSS) PER SHARE



The
Company adopted the provisions of ASC 260 (previously SFAS 128). ASC 260 eliminates the presentation of primary and fully diluted earnings
per share (“EPS”) and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available
to common stockholders 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.



The
net earnings (loss) per share is computed as follows:

Schedule
of Net Earnings (Loss) Per Share

|Basic
    and diluted loss per share:                             |  | 2022 |                |   | 2021 |  
|----------------------------------------------------------------- |  | ---- | -------------- | - | ---- | -
|Numerator:                                                        |  |      |                |   |      |  
|Net
    income (loss):                                            |  | $    | (21,154,443    | ) |      | $
|Denominator:                                                      |  |      |                |   |      |  
|Basic
    weighted average number of common shares outstanding:   |  |      | 28,448,615,941 |   |      |  
|Basic
    net income per share                                    |  |      | -              |   |      |  
|                                                                  |  |      |                |   |      |  
|Diluted weighted
    average number of common shares outstanding: |  |      |                |   |      |  
|Diluted
    net income (loss) per share:                          |  | $    | (0.00          | ) |      | $





F-7









STOCK-BASED
COMPENSATION



Effective
July 1, 2006, the Company adopted ASC 718-10-25 (previously SFAS 123R) and accordingly has adopted the modified prospective application
method. Under this method, ASC 718-10-25 is applied to new awards and to awards modified, repurchased, or cancelled after the effective
date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite
service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are
rendered.



FAIR
VALUE OF FINANCIAL INSTRUMENTS



Fair
Value - Definition and Hierarchy



Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the
inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.



A
fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of
unobservable inputs by requiring that the most observable inputs are to be used when available.

Valuation
techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized
into three levels based on the inputs as follows:



Level1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability
to access.



Level2 - Valuations based on inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly.



Level
3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.



Fair
value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that
are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily
available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability
at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are
affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace,
the liquidity of markets, and other characteristics particular to the transaction.





To
the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of
fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher
or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment
exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used
to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy
in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the
fair value measurement.



Fair
Value - Valuation Techniques and Inputs



The
Company holds and may invest public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate,
convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective
valuations.



Equity
Securities in Public Companies



Unrestricted



The
Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales
price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are
categorized in Level 1 of the fair value hierarchy.



Securities
traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value
hierarchy.





F-8









Restricted



Securities
traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and
underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The
Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there
are other mitigating factors which warrant the additional discounting. When determining potential additional discounts, factors that
will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall
impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities
may be freely traded.



If
it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to
treat the security as a private company and apply an alternative valuation method.



Investments
in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant
inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized
in Level 3 of the fair value hierarchy.



The
Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, short-term
notes payable, convertible notes, derivative liability and accounts payable.



As
of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying
values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.





Effective
July 1, 2008, the Company adopted ASC 820 (previously SFAS 157), Fair Value Measurements and adopted this Statement for the assets
and liabilities shown in the table below. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value,
establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about the use of fair value
measurements. The adoption of ASC 820 did not have a material impact on our fair value measurements. ASC 820 permits the Company to defer
the recognition and measurement of the nonfinancial assets and nonfinancial liabilities until January 1, 2010. At June 30, 2022, the
Company did not have any nonfinancial assets or nonfinancial liabilities that are recognized or disclosed at fair value. ASC 820 requires
that financial assets and liabilities that are reported at fair value be categorized as one of the types of investments based upon the
methodology mentioned in Level 1, Level 2 and Level 3 above for determining fair value.



Assets
measured at fair value on a recurring basis are summarized below. The Company also has convertible notes and derivative liabilities as
disclosed in this report that are measured at fair value on a regular basis until paid off or exercised.



The
Company uses various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy
for disclosures, specified in ASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets
and liabilities.



The
company’s policy regarding the transfers in and/or out of Level 3 depends on the trading activity of the security, the volatility
of the security, and other observable units which clearly represents the fair value of the security. If a level 3 security can be measured
using a more fairly represented fair value, we will transfer these securities either into Level 1 or Level 2, depending on the type of
inputs.





F-9









REVENUE
RECOGNITION STANDARDS



ASC
606-10 provides the following overview of how revenue is recognized from an entity’s contracts with customers: An entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.



Step
1: Identify the contract(s) with a customer.



Step
2: Identify the performance obligations in the contract.



Step
3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects
to be entitled in exchange for transferring promised goods or services to a customer.



Step
4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction
price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised
in the contract.



Step
5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it
satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control
of that good or service).



The
amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied
at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service
to a customer). For performance obligations satisfied over time, an entity recognizes revenue over time by selecting an appropriate method
for measuring the entity’s progress toward complete satisfaction of that performance obligation. (Paragraphs 606-10 25-23 through
25-30).



In
addition, ASC 606-10 contains guidance on the disclosures related to revenue, and notes the following:





It
also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive
information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with
customers. Specifically, Section 606-10-50 requires an entity to provide information about:



-
Revenue recognized from contracts with customers, including disaggregation of revenue into appropriate categories.



-
Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities.



-
Performance obligations, including when the entity typically satisfies its performance obligations and the transaction prices is that
is allocated to the remaining performance obligations in a contract.



-
Significant judgments, and changes in judgments, made in applying the requirements to those contracts.



Additionally,
Section 340-40-50 requires an entity to provide quantitative and/or qualitative information about assets recognized from the costs to
obtain or fulfill a contract with a customer.



The
Company’s revenue recognition policies are in compliance with ASC 606-10. The Company recognizes consulting and advisory fee revenues
in accordance with the above-mentioned guidelines and expenses are recognized in the period in which the corresponding liability is incurred.



ADVERTISING



The
Company expenses advertising costs as incurred. Advertising costs for the years ended June 30, 2022 and 2021 were $8,700 and $0, respectively.
The Company incurred $8,700 advertising and investor relations expenses during the fiscal year ended June 30, 2022.





F-10









COMPREHENSIVE
INCOME (LOSS)



ASC
220-10-45 (previously SFAS 130, Reporting Comprehensive Income) establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined to include all changes in equity, except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to
be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. As of June 30, 2022 and 2021, respectively, accumulated other comprehensive income
(loss) of $(570,530) and $ $86,923 are presented on the accompanying consolidated balance sheets.



INCOME
TAXES



The
Company accounts for income taxes in accordance with ASC 740 (previously SFAS No. 109, “Accounting for Income Taxes”). Deferred
taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.



REPORTING
OF SEGMENTS



ASC
280 (previously Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information),
which supersedes Statement of Financial Accounting Standards No. 14, Financial Reporting for Segments of a Business Enterprise, establishes
standards for the way that public enterprises report information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial statements regarding products and services, geographic
areas and major customers. ASC 280 defines operating segments as components of an enterprise about which separate financial information
is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing
performance. The Company operated in one revenue-generating segment during the years ended June 30, 2022 and June 30, 2021.







RISKS
AND UNCERTAINTIES



In
the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its service and receives
marketable securities upon execution of transactions. Consequently, the value of the securities received from customers can be affected
by economic fluctuations and each customer’s business growth. The actual realized value of these securities could be significantly
different than recorded value.



RECENT
ACCOUNTING PRONOUNCEMENTS



In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06-Debt-Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting
For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments
by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as
a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions
that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify
for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual
and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15,
2020. The Company intends to adopt ASU 2020-06 for the quarter beginning January 1, 2022.





F-11







Update
No. 2018-13 – August 2018



Fair
Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement



Modifications:
The following disclosure requirements were modified in Topic 820:



1.
In lieu of a rollforward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level
3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities.



2.
For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an
investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to
the entity or announced the timing publicly.



3.
The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement
as of the reporting date.



Additions:
The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities:



1.
The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements
held at the end of the reporting period.



2.
The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable
inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average
if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution
of unobservable inputs used to develop Level 3 fair value measurements.



The
amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019.





Update
No. 2018-07 – June 2018



Compensation
– Stock Compensation (Topic 718)



Improvements
to Nonemployee Share-Based Payment Accounting



Main
Provisions: The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods
and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance
on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest
and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions
in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment
awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to
the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under
Topic 606, Revenue from Contracts with Customers.



The
amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim
periods within that fiscal year.



Update
No. 2017-13 - September 2017



Revenue
Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606)



FASB
Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), issued in May 2014 and codified in ASC Topic
606, Revenue from Contracts with Customers, and No. 2016-02.



The
transition provisions in ASC Topic 606 require that a public business entity and certain other specified entities adopt ASC Topic 606
for annual reporting 3 periods beginning after December 15, 2017, including interim reporting periods within that reporting period. FN2
All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting
periods within annual reporting periods beginning after December 15, 2019.



F-12









Update
No. 2016-10 - April 2016



Revenue
from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing



The
core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To achieve that core principle, an entity should apply the following steps:



1.
Identify the contract(s) with a customer.

2.
Identify the performance obligations in the contract.

3.
Determine the transaction price.

4.
Allocate the transaction price to the performance obligations in the contract.

5.
Recognize revenue when (or as) the entity satisfies a performance obligation.



The
amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify
the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining
the related principles for those areas.



The
Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact
they may have on the Company’s financial statements. In most cases, management has determined that the implementation of these
pronouncements would not have a material impact on the financial statements taken as a whole.





NOTE
3 – OTHER CURRENT ASSETS



The
Company’s marketable securities are classified as available-for-sale and, as such, are carried at fair value. All of the securities
are comprised of shares of common stock of the investee. Securities classified as available-for-sale may be sold in response to changes
in interest rates, liquidity needs, and for other purposes. Each investment in marketable securities represents less than twenty percent
(20%) of the outstanding common stock and stock equivalents of the investee, and each security is nationally quoted on the National Association
of Securities Dealers OTC Bulletin Board (“OTCBB”) or the OTC Markets. As such, each investment is accounted for in accordance
with the provisions of SFAS No. 115.



Marketable
securities owned by the Company and classified as available for sale as of June 30, 2022 consisted of 905,000 shares of Myson Group,
Inc. (formerly Vanguard Mining Corporation) traded on the OTC Markets (Trading symbols MYSN). The fair value of the marketable securities
recorded as of June 30, 2022 was $546. During the fiscal year ended June 30, 2022, the Company transferred 292,050,000 shares of Sports
Pouch Beverage Company to David Truong, Chief Executive Officer of Glink Global Group, Inc., for $25,000 pursuant to an agreement between
PHILUX Capital Advisors, Inc. and Mr. David Truong whereby PHILUX Capital Advisors, Inc. would receive five million (5,000,000) shares
of post 500-for-1 split stock of SPBV and ninety thousand dollars (USD $90,000) for services rendered in connection with a Business Combination
Agreement between SPBV and an operating company.

SCHEDULE OF FAIR VALUE OF INVESTMENTS MARKETABLE EQUITY SECURITIES

|Securities
    available for sale |  | Level
    1 |   |  | Level
    2 |   |       | Level
    3 |  |   | Total   | 
|--------------------------------- |  | ----------- | - |  | ----------- | - | ----- | ----------- |  | - | ------- | 
|June
    30, 2022                 |  |             | - |  |             | $ | 546   |             |  | $ | -       | 
|June
    30, 2021                 |  | $           | - |  |             | $ | 5,792 |             |  | $ | 379,665 | 



During
the fiscal year ended June 30, 2022, there was no transfer of securities from level 3 to level 2.







NOTE
4 – OTHER ASSETS



The
Other Assets comprise of the following as of June 30, 2022 and 2021

SCHEDULE
OF OTHER ASSETS

|                                       |  | 2022 |        |  | 2021 |  
|-------------------------------------- |  | ---- | ------ |  | ---- | -
|                                       |  |      |        |  |      |  
|Investment
    in Philux Global Funds  |  |      | 31,161 |  |      |  
|Investment
    in AQuarius Power, Inc. |  |      | 5,000  |  |      |  
|Total
    Other Assets                 |  | $    | 36,161 |  |      | $



Investments
as of June 30, 2022 consist of a $5,000
investment in AQuarius Power, Inc., a renewable energy technology company, and $31,161
in the initial General Partner, Limited and Ordinary Shares of Philux Global Funds SCA, SICAV-RAIF.





F-13











NOTE
5 – PROPERTY AND EQUIPMENT



As
of June 30, 2022 the Company did not have any property or equipment.



NOTE
6 – CURRENT LIABILITIES



Current
liabilities of the Company consist of the followings as of June 30, 2022 and 2021:

SCHEDULE
OF CURRENT LIABILITIES

|Current
    Liabilities                  |  | 30-Jun-22 |           |  | June
    30 2021 | 
|---------------------------------------- |  | --------- | --------- |  | ---------------- | 
|Accounts
    payable                     |  |           | 615,805   |  |                  | 
|Sub-fund obligations                     |  |           | 1,574,775 |  |                  | 
|Accrued
    expenses                     |  |           | 931,417   |  |                  | 
|Short-term loans and notes payable       |  |           | 676,888   |  |                  | 
|Convertible
    Promissory Notes         |  |           | 756,250   |  |                  | 
|Due
    to officers                      |  |           | 1,077,218 |  |                  | 
|Advances
    from customers              |  |           | 665,434   |  |                  | 
|Derivative liabilities and Note Discount |  |           | 715,677   |  |                  | 
|Total
    Current Liabilities            |  |           | 7,013,465 |  |                  | 



ACCRUED
EXPENSES: Accrued expenses as of June 30, 2022 consist of $673,842 in accrued salaries and payroll taxes and $257,575 in accrued interest
from notes and loans.



NOTES
PAYABLE (NET): Notes payable consist of $676,888
in short-term notes and loans payable and $756,250 in convertible promissory notes.



ADVANCES
FROM CUSTOMERS



Advances
from Customers were $665,434 and $582,237 as of June 30, 2022 and June 30, 2021, respectively.



SUB-FUND
OBILGATIONS: As of June 30, 2022, the Company has received $800,000 from European Plastic Joint Stock Company towards the expenses for
setting up the energy sub-fund, $518,409 from Saigon Pho Palace Joint Stock Company and $100,000 from Sinh Nguyen Co., Ltd. towards the
expenses for setting up the real estate sub-fund, and $156,366.25 from TECCO Group towards the expenses for setting up the infrastructure
sub-fund, respectively, under the master PHILUX Global Funds. The Company recorded these amounts as liabilities until these sub-funds
are set up and capitalized, at which time the sub-fund participants will receive 49% of the general partners’ portion of ownership
in the relevant sub-funds for a total contribution of $2,000,000 each. The Company recorded a total of $1,574,775 as of June 30, 2022
and $1,474,775 as of June 30, 2021 as sub-fund obligations.



NOTE
7- DUE TO OFFICERS AND DIRECTORS



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 June 30, 2022 and 2021 , the balances were $1,077,218 and $1,720,333, respectively.

Schedule
of Components of Due to Officers and Directors

|Officers/Directors |  | June
    30, 2022 |           |  | June
    30, 2021 |  
|------------------ |  | ----------------- | --------- |  | ----------------- | -
|Henry
    Fahman   |  |                   | 413,868   |  |                   |  
|Tam
    Bui        |  |                   | 663,350   |  |                   |  
|Total              |  | $                 | 1,077,218 |  |                   | $



F-14







NOTE
8 – LOANS AND PROMISSORY NOTES



SHORT
TERM NOTES PAYABLE:



In the course of its business, the Company has obtained short-term loans from individuals and institutional investors and from time to
time raised money by issuing restricted common stock of the Company under the auspices of Rule 144. As of June 30, 2022, the Company
had $341,421 in short-term notes payable consisting of $297,670 of regular short-term notes and $43,750 SBA loan, and $ 291,717 merchant
cash advance including a total of $87,475 in deferred interest. These notes bear interest rates ranging from 0% to 36% per annum.



CONVERTIBLE
PROMISSORY NOTES:



As
of June 30, 2022, the principal balance of the outstanding convertible notes was $756,250 with total derivative liabilities of $715,677.
The Company relies on professional third-party valuation to record the value of derivative liabilities, discounts, and changes in fair
value of derivatives in connection with these convertible notes and warrants, if any, that are related to the convertible notes.



NOTE
9 – PAYROLL TAX LIABILITIES



As
of June 30, 2022, payroll tax liabilities were $5,747.



NOTE
10 – BASIC AND DILUTED NET 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 year ended June 30, 2022
were the same since the inclusion of Common stock equivalents is anti-dilutive.



NOTE
11 – 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:





F-15









“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 Article 10 of the Articles of Domestication
to authorize Forty Billion (40,000,000,000) shares of Common Stock with a par value of $0.001 per share and Five Hundred Million (500,000,000)
shares of Preferred Stock with a par value of $0.001 per share and to designate Classes A and B and the Series of those classes of Preferred
Stock as following:



I.
Class A Preferred Stock



A.
DESIGNATIONS, AMOUNTS AND DIVIDENDS



1.
Class A Series I 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 I Cumulative Convertible Redeemable Preferred Stock



b.
Number of Shares: The number of shares of Class A Series I Preferred Stock authorized shall be fifty million (50,000,000) 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. Two hundred million (200,000,000) 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”).



c.
Number of Shares. The number of shares of Class A Series II Preferred Stock authorized shall be two hundred million (200,000,000) 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.





F-16









4.
Class A Series IV Cumulative Convertible Redeemable Preferred Stock



a.
Designation. One hundred ninety-nine million (199,000,000) 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 IV Cumulative Convertible Redeemable Preferred Stock (the “Class
A Series IV Preferred Stock”).



b.
Number of Shares. The number of shares of Class A Series III Preferred Stock authorized shall be one hundred ninety-nine million (199,000,000)
shares.



c.
Dividends: To be determined by the Corporation’s Board of Directors.



B.
CONVERSION



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



Each
share of the Class A Preferred Stock, either Series I, Series II or Series IV 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, Series II and/or Series IV 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, Series II and/or Series IV 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.,                                                                      
|------------------ |  | ----- | -------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------
|Amount
    of CS = |  |       |                                                                                              | or
    alternatively, of a subsidiary of PHI Group, Inc.’s.                                                
|OIP
    + AUD      |  |       |                                                                                             
|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.





F-17









C.
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, Series III or Series IV 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.



D.
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.



E.
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.





F.
VOTING RIGHTS



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



G.
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.



H.
MISCELLANEOUS



1.
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.



2.
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.





F-18









3.
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.



4.
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.

30
N Gould Street, Suite R

Sheridan,
WY 82801

Facsimile:
702-472-8556

Email:
info@phiglobal.com



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



II.
Class B Preferred Stock



1.
Class B Series I Preferred Stock



a.
Designation: One million (1,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share,
are designated as Class B Series I Preferred Stock.





b.
Number of Shares: The number of shares of Class B Series I Preferred Stock authorized will be one million (1,000,000) 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 (100,000)
votes.



NOTE
12. DISSOLUTION OF NEVADA CORPORATION AND OPERATING AS A WYOMING CORPORATION.



On
June 30, 2020, the Company filed a Certificate of Dissolution/Withdrawal with the Nevada Secretary of State to cease its corporate registration
and dissolve PHI Group, Inc. in the State of Nevada. A Certificate of Dissolution/Withdrawal was issued by the Nevada Secretary of State
on June 30, 2020, Filing number 20200754868. The Company currently maintains its corporate registration with the State of Wyoming pursuant
to the Articles of Domestication filed with the Wyoming Secretary of State on September 20, 2017 and operates as a Wyoming corporation.
The Company filed a Form 8-K to report this event with the Securities and Exchange Commission on June 30, 2020.





F-19









NOTE
13. STOCKHOLDER’S EQUITY



As
of June 30, 2022, the total number of authorized capital stock of the Company consisted of Sixty Billion shares of voting 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.



Treasury
Stock



The
balance of treasury stock as of June 30, 2022 was 487,767 shares valued at $44,170 based on cost basis.



Common
Stock



During
the fiscal year ended June 30, 2022, the Company issued/cancelled the following shares of its Common Stock for cash, conversion of promissory
notes, loan payments, salaries, warrants, and consulting services:



SCHEDULE
OF CONVERSIONS OF COMMON STOCK

|7/1/21   |  | Beginning
    balance                   |  |  | Issuances/Cancellations |  |  |  | 26,081,268,895 | 
|-------- |  | --------------------------------------- |  |  | ----------------------- |  |  |  | -------------- | 
|7/7/21   |  | Cancel
    784,249 shares from Luan Ngo |  |  | -784,249                |  |  |  | 26,080,484,646 | 
|8/20/21  |  | Henry
    Fahman                        |  |  | 103,279,112             |  |  |  | 26,183,763,758 | 
|8/25/21  |  | Henry
    Fahman                        |  |  | 114,672,922             |  |  |  | 26,298,436,680 | 
|8/25/21  |  | Tina
    Phan                           |  |  | 45,347,928              |  |  |  | 26,343,784,608 | 
|9/27/21  |  | Johnny
    Park                         |  |  | 767,000,000             |  |  |  | 27,110,784,608 | 
|9/30/21  |  | Henry
    Fahman                        |  |  | 62,802,875              |  |  |  | 27,173,587,483 | 
|10/4/21  |  | PHILUX
    Global Funds SCA, SICAV-RAIF |  |  | -235,478,810            |  |  |  | 26,938,108,673 | 
|10/4/21  |  | Whankuk
    Je                          |  |  | 767,000,000             |  |  |  | 27,705,108,673 | 
|10/18/21 |  | EMA
    Financial LLC                   |  |  | 54,750,000              |  |  |  | 27,759,858,673 | 
|10/19/21 |  | Henry
    Fahman                        |  |  | 52,196,586              |  |  |  | 27,812,055,259 | 
|11/19/21 |  | Whankuk
    Je                          |  |  | 383,000,000             |  |  |  | 28,195,055,259 | 
|11/19/21 |  | Johnny
    Park                         |  |  | 383,000,000             |  |  |  | 28,578,055,259 | 
|12/8/21  |  | EMA
    Financial LLC                   |  |  | 94,949,495              |  |  |  | 28,673,004,754 | 
|12/28/21 |  | Craig
    Mauk                          |  |  | 30,000,000              |  |  |  | 28,703,004,754 | 
|12/29/21 |  | Mast
    Hill Fund LP                   |  |  | 71,493,624              |  |  |  | 28,774,498,378 | 
|1/25/22  |  | Mast
    Hill Fund LP                   |  |  | 57,883,838              |  |  |  | 28,832,382,216 | 
|1/27/22  |  | Power
    Up Lending Group Ltd          |  |  | 36,173,913              |  |  |  | 28,868,556,129 | 
|2/10/22  |  | Power
    Up Lending Group Ltd          |  |  | 15,909,091              |  |  |  | 28,884,465,220 | 
|2/10/22  |  | Power
    Up Lending Group Ltd          |  |  | 9,500,000               |  |  |  | 28,893,965,220 | 
|2/25/22  |  | Henry
    Fahman                        |  |  | 30,000,000              |  |  |  | 28,923,965,220 | 
|2/25/22  |  | Tina
    Phan                           |  |  | 25,000,000              |  |  |  | 28,948,965,220 | 
|3/2/22   |  | Mast
    Hill Fund LP                   |  |  | 70,000,000              |  |  |  | 29,018,965,220 | 
|3/4/22   |  | EMA
    Financial LLC                   |  |  | 101,750,000             |  |  |  | 29,120,715,220 | 
|3/11/22  |  | EMA
    Financial LLC                   |  |  | 92,592,593              |  |  |  | 29,213,307,813 | 
|3/14/22  |  | EMA
    Financial LLC                   |  |  | 79,966,120              |  |  |  | 29,293,273,933 | 
|3/18/22  |  | Mast
    Hill Fund LP                   |  |  | 584,659,580             |  |  |  | 29,877,933,513 | 
|4/19/22  |  | FirstFire
    Global Opportunities Fund |  |  | 303,000,000             |  |  |  | 30,180,933,513 | 
|5/12/22  |  | 1800
    Diagonal Lending LLC           |  |  | 92,857,143              |  |  |  | 30,273,790,656 | 
|6/7/22   |  | Mast
    Hill Fund LP                   |  |  | 500,000,000             |  |  |  | 30,773,790,656 | 
|6/16/22  |  | Mast
    Hill Fund LP                   |  |  | 645,589,633             |  |  |  | 31,419,380,289 | 
|6/7/22   |  | Thai
    Kieu Trinh                     |  |  | 10,000,000              |  |  |  | 31,429,380,289 | 
|         |  | BALANCE
    AS OF JUNE 30, 2022         |  |  |                         |  |  |  | 31,429,380,289 | 



As
of June 30, 2022, there were 31,429,380,289 shares of the Company’s common stock issued and outstanding.



F-20







Preferred
Stock



As
of June 30, 2022, the following amounts of Preferred Stock were issued and outstanding:



Class
B Series I Preferred Stock: 600,000 shares.



NOTE
14 – STOCK-BASED COMPENSATION PLANS



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 June 30, 2022 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:

SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS

|Risk-free
    interest rate |  |  | 1.18                                                | %
|--------------------------- |  |  | --------------------------------------------------- | -
|Expected
    life           |  |  | 7
                                            years |  
|Expected
    volatility     |  |  | 239.3                                               | %



Vesting
is based on a one-year cliff from grant date.



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:

SCHEDULE OF FAIR VALUE OF STOCK OPTION ISSUANCE DATE

|Holder            |  | Issue
    Date |  | Maturity
                                            Date |  | Stock
    Options |           |  | Exercise
    Price |                        | Fair
    Value at
    Issuance |  
|----------------- |  | -------------- |  | --------------------------------------------------------- |  | ----------------- | --------- |  | ------------------ | ---------------------- | ------------------------------ | -
|                  |  |                |  |                                                           |  |                   |           |  |                    |                        |                                |  
|Tam
    Bui       |  | 9/23/2016      |  | 9/23/2023                                                 |  |                   | 875,000   |  |                    | Fixed
    price: $0.24 |                                | $
|Frank
    Hawkins |  | 9/23/2016      |  | 9/23/2023                                                 |  |                   | 875,000   |  |                    | Fixed
    price: $0.24 |                                | $
|Henry
    Fahman  |  | 9/23/2016      |  | 9/23/2023                                                 |  |                   | 4,770,000 |  |                    | Fixed
    price: $0.24 |                                | $



NOTE
15 – OTHER INCOME (EXPENSE)



Net
Other Income (Expense) for the fiscal year ended June 30, 2022 consists of the following:

SCHEDULE OF OTHER INCOME (EXPENSE)

|OTHER
    INCOME (EXPENSES)     |  | FY
                                            ended June
                                            30, 2022 |           
|------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | ----------
|Interest
    expense            |  |                                                                                                                | (1,592,557
|Other
    income                |  |                                                                                                                | 1,118,195 
|Net
    other income/expense    |  |                                                                                                                | (3,780,153
|NET
    OTHER INCOME (EXPENSES) |  |                                                                                                                | (4,254,515





F-21









NOTE
16 – RELATED PARTY TRANSACTIONS



The
Company recognized a total of $360,000 in salaries for the President and Chief Executive Officer, the Chief Operating Officer and the
Secretary and Treasurer of the Company during the year ended June 30, 2022.



NOTE
17 – INCOME TAXES



No
provision was made for income tax since the Company has significant net operating loss carry forward. Through June 30, 2022, the Company
incurred net operating losses for tax purposes of approximately $71,717,973. The net operating loss carry forward may be used to reduce
taxable income through the year 2036. Net operating loss for carry forwards for the State of California is generally available to reduce
taxable income through the year 2026. The availability of the Company’s net operating loss carry-forward is subject to limitation
if there is a 50% or more positive change in the ownership of the Company’s stock.



“Under
section 6501(a) of the Internal Revenue Code (Tax Code) and section 301.6501(a)-1(a) of the Income Tax Regulations (Tax Regulations),
the IRS is required to assess tax within 3 years after the tax return was filed with the IRS.”





NOTE
18 – CONTRACTS AND COMMITMENTS



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. Though this transaction was technically closed on September 28, 2018,
the Company did not recognize the operations of Vinafilms JSC in its consolidated financial statements as of June 30, 2022. On
October 20, 2022, the Company, VNF and Ms. Do Thi Nghieu signed an agreement to terminate said Business Cooperation Agreement and Stock
Swap Agreement. The termination of the referenced Business Cooperation Agreement, retroactively effective August 06, 2018, was due to
the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which made it infeasible for the Parties herein
to continue the originally-planned Business Cooperation Agreement.



CONSULTING
SERVICE AGREEMENT WITH GLINK APPS JSC



On
December 23, 2019, PHI Capital Holdings, Inc. a subsidiary of the Company, (name changed to PHILUX Capital Advisors, Inc. effective June
03, 2020) signed a Consulting Service Agreement to provide consulting service to Glink Apps JSC, a Wyoming corporation, and assist the
latter to become a publicly traded company in the U.S. According to the agreement, Glink Apps JSC will pay PHI Capital Holdings, Inc.
$88,500 in cash and five million (5,000,000) shares of its common stock of the newly combined public entity after a 1-for-500 reverse
split for the consulting service to be rendered.





F-22







BUSINESS
COOPERATION AGREEMENT WITH NATURAL WELL TECHNICAL LTD.



On
April 27, 2020, the Company signed a Business Cooperation Agreement with Natural Well Technical Ltd. (“NWTL”), a company
organized and existing under the laws of Republic of China and engaged in research and development of innovative biotechnologies that
may have significant applications for healthcare, beauty supply, agriculture and industry.



NWTL
and the Company agree to jointly cooperate in the research and development activities of pertinent technologies that have been initiated
and continue to be carried out by NWTL and applying them to produce commercial products and services in the fields of healthcare, beauty
supply, agriculture and industry, as the case may be, as well as any other business activities deemed mutually beneficial.



In
particular, NWTL and the Company will initially focus on the following activities:



a.
Developing and implementing a comprehensive plan to increase the production, marketing and sale of the “Super Green” High
Energy Drop Drink and “Mistyrious” Fine Mist Spray products on a large scale worldwide;



b.
Developing and implementing a plan to increase the production, marketing and sale of “Super Cassava” and “Uni-Wash”
Engine Booster products as well as other products related to the fields of agriculture and energy that have been studied and developed
by NWTL;



c.
Continuing to conduct research and accumulate clinical data for NWTL’s biotechnologies in order to obtain U.S. FDA’s approval
of cancer treatments and other healthcare products. In addition, both parties also develop, produce and market beauty supply products.



d.
Designing a financial plan and providing the required funding for NWTL to execute its business plan.



F-23







AGREEMENT
WITH TECCO GROUP FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS



On
August 10, 2020, Tecco Group, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company,
to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Tecco
Group will contribute $2,000,000 for 49% ownership of the general partners’ portion of said infrastructure fund compartment. As
of June 30, 2022, Tecco Group has paid a total of $156,366.25 towards the total agreed amount.



INVESTMENT
AGREEMENTS AND MEMORANDUM OF UNDERSTANDING



From
August 24, 2020 to November 03, 22, the Company and its subsidiaries have entered into loan financing agreements, investment management
agreements, joint venture agreement, and memorandum of understanding with six international investor groups for a total six billion three
hundred million U.S. dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company expects to
begin receiving capital through these sources in the near future to support its merges and acquisitions and investment programs.



NOTE
19– GOING CONCERN UNCERTAINTY



As
shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $71,717,973and total stockholders’ deficit of $6,543,502as of June 30, 2022. 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 has taken action to strengthen the Company’s working capital
position and generate sufficient cash to meet its operating needs through June 30, 2022 and beyond.



NOTE
20 – SUBSEQUENT EVENTS



These
financial statements were approved by management and available for issuance on January 12, 2023. Subsequent events have been evaluated
through this date.



1.
Joint Venture/Partnership Agreement (Fund Management MOU) between an investor in the Gulf Cooperation Council region and PHILUX Global
Group, Inc. (a/k/a PHI Group, Inc.)



On
July 08, 2022, the registrant signed a Joint Venture/Partnership Agreement (Fund Management MOU) with an investor in the Gulf Cooperation
Council region to manage an initial amount of Three Billion United States Dollars (USD 3,000,000,000) for investment in different transactions
chosen and advised by the registrant for a period of ten years. According to the Agreement, after the first twenty four months of investment
implementation, the registrant will be allocated 40% of the net profit from these investments.



2.
Entry into Agreement with Tin Thanh Group



Effective
August 13, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed a Stock Transfer Agreement with
Tin Thanh Group Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam,
with principal business address at 71 Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to
as “TTG” and Mr. Tran Dinh Quyen, the holder of at least fifty-one percent (51.00%) of equity ownership in TTG (the “Majority
Shareholder”), hereinafter referred to as “Seller,” to acquire Twenty-Two Million Thirty-Two Thousand (22,032,000)
Shares of Ordinary Stock of TTG, which is equivalent to Fifty-One Percent (51.00%) of all the issued and outstanding Ordinary Stock of
TTG for a total purchase price of Sixty Million U.S. Dollars ($US 60,000,000) in cash. The closing date of this transaction shall be
the date on which the closing actually occurs, which was expected to happen as soon as possible within sixty days following the signing
of the Stock Transfer Agreement, and was extended to January 15, 2023. This transaction may be extended further in writing by all Parties
to said Agreement.



3.
Entry into Agreement with Van Phat Dat Joint Stock Company



Effective
August 16, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed an Agreement of Purchase and
Sale with Van Phat Dat Export Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic
of Vietnam, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter
referred to as “VPD,” and the holder of at least fifty-one percent (51.00%) of equity ownership in VPD, hereinafter referred
to as “Seller,” to acquire Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of VPD, which is equivalent
to Fifty-One percent (51.00%) of all the issued and outstanding Ordinary Stock of VPD for a total purchase price of Six Million One Hundred
Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) in form of a convertible promissory note to be issued by
Philux Global Trade Inc., a Wyoming corporation and wholly-owned subsidiary of the Registrant. The closing date of this transaction shall
be the date on which the closing actually occurs, which is expected to happen as soon as possible within sixty days following the signing
of the Agreement of Purchase and Sale, unless extended in writing by the Parties to said Agreement.



The
convertible promissory note, which will be guaranteed by Philux Global Group Inc. and carries no interest, will be due and payable 180
days commencing the date of issuance and may be converted into common stock of Philux Global Trade Inc. any time after this subsidiary
becomes a publicly traded company in the United States. The conversion price will be 50% of the average closing price during the ten
trading-day period ending one trading day prior to the date of conversion.



On
September 30, 2022 PHI Group, Inc. entered into a Closing Memorandum for the Agreement of Purchase and Sale dated August 16, 2022 with
and among Van Phat Dat Export Joint Stock Company and Mr. Huynh Ngoc Vu, an individual and the majority shareholder of VPD.



4.
Termination of Business Cooperation Agreement with Vinafilms Joint Stock Company



On
October 20, 2022, Philux Global Group Inc. (f/k/a PHI Group, Inc.), 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, and Ms. Do Thi Nghieu, the majority shareholder
of Vinafilms JSC, signed an agreement to terminate the Business Cooperation Agreement that was previously entered into by the parties
hereto on August 06, 2018. The termination of the referenced Business Cooperation Agreement, retroactively effective August 06, 2018,
is due to the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which make it infeasible for the Parties
herein to continue the originally-planned Business Cooperation Agreement.



5.
Financial Investment Management Agreement/Contract between an international ultra-high-net-worth investor and Philux Global Group, Inc.
(aka PHI Group, Inc.).



On
November 03, 2022, the registrant (the” Investment Manager”), signed a Financial Management Agreement/Contract (the “Agreement”)
with an international ultra-high-net-worth investor group (the “Investor Party”) to manage an investment amount (the “Investment
Amount”) of One Billion United States Dollars (USD 1,000,000,000) on behalf of the Investor Party for investment in select transactions
and projects to be selected, advised and managed by the Investment Manager for a period of ten years. According to the Agreement, the
Investment Manager shall be entitled to 15% of the Investment Amount for its own investment and benefits. In addition, the sharing of
profits and dividends from the investment results of 80% of the Investment Amount will be determined by the two parties in a subsequent
agreement.





F-24











ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM
9A. CONTROLS AND PROCEDURES



Disclosure
Controls and Procedures



As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management carried
out an evaluation, with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of the period covered by this report. Disclosure controls
and procedures are defined as controls and other procedures that are designed to ensure that information required to be disclosed by
us in reports filed with the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation,
our management (including our Chief Executive Officer) concluded that our disclosure controls and procedures were not effective as of
June 30, 2022, based on the material weaknesses defined below.



Internal
Control over Financial Reporting



Management’s
Annual Report on Internal Control of Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal
financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and includes those policies and procedures that:



| | ● | pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets,                                                                                                                                               
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | provide
    reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance
    with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors,
    and
| | ● | provide
    reasonable assurance regarding prevention or timely detection of authorized acquisition, use or disposition of our assets that could
    have a material effect on our financial statements.                                                                                         



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that
any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.



Under
the supervision and with the participation of management, including its principal executive officer and principal financial officer,
the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of June
30, 2022 based on the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.



We
have identified material weaknesses in our internal control over financial reporting.



If
we fail to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report
our financial results in a timely manner, which may adversely affect investor confidence in our company.



The
material weaknesses related to a lack of a full segregation of duties and to our lack of sufficient personnel in our accounting and financial
reporting functions with sufficient experience and expertise with respect to the application of U.S. GAAP and related financial reporting.



Based
on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of June
30, 2022.



Management’s
Remediation Plan



We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this
annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses,
we plan to implement the following changes in the future:



|(i)  | appoint
    additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and
|---- | ---------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                            
|(ii) | adopt
    sufficient written policies and procedures for accounting and financial reporting.                               



The
remediation efforts set out in (i) are largely dependent upon our company securing additional financing to cover the costs of implementing
the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.



17







Management
believes that despite our material weaknesses set forth above, our consolidated financial statements for the fiscal year ended June 30,
2022 are fairly stated, in all material respects, in accordance with US GAAP.



Attestation
Report of the Registered Accounting Firm



This
Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered
public accounting firm pursuant to Rule 308(b) of Regulation S-K, which permits the Company to provide only management’s report
in this Annual Report.



Changes
in Internal Control over Financial Reporting



No
changes in the Company’s internal control over financial reporting have come to management’s attention during the Company’s
last fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial
reporting.



ITEM
9B. OTHER MATTERS



None.



PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



The
following table sets forth certain information as of June 30, 2022, with respect to the Directors and Executive Officers of the Company.



|NAME                |  | AGE |  | POSITION                                        
|------------------- |  | --- |  | ------------------------------------------------
|Henry
    D. Fahman |  | 68  |  | Chairman
    of the Board, President, Acting CFO
|Tina
    T. Phan    |  | 55  |  | Treasurer,
    Secretary                        
|Tam
    T. Bui      |  | 61  |  | Director                                        
|Frank
    Hawkins   |  | 81  |  | Director                                        



Directors
are elected at the annual meeting of shareholders and hold office until the following annual meeting and until their successors are elected
and qualified. All Executive Officers serve at the discretion of the Board of Directors. The Company’s securities are not registered
under Section 12(g) of the Exchange Act. Accordingly, the Directors and Executive Officers of the Company are not required to file reports
under Section 16(a) of that act.



Henry
D. Fahman has more than 30 years’ experience in general management, finance, investments and corporate strategy. He has been
President and Chairman of the Board of PHI Group, Inc. since January 2000, and is currently Acting Financial Officer of the Company.
Mr. Fahman served as President and Chairman of the Board of Providential Securities, Inc. from its inception in October 1992 to October
2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance
and economic analysis and policy, and is a graduate of the Advanced Management Program (AMP166) from Harvard Business School. He has
also attended other Executive Education programs at Harvard Business School and Stanford University, including Mergers and Acquisitions,
Creating Competitive Advantage, and Advanced General Management. Previously, he served as a Resettlement Coordinator for the United Nations
High Commissioner for Refugees. Mr. Fahman also serves as Chairman/Managing Director of PHILUX Capital Advisors, Inc., a wholly owned
subsidiary of the Company, Chairman of PHILUX Global Funds SCA, SICAV-RAIF, and interim Chief Executive Officer of American Laser Healthcare
Corporation, a Delaware corporation. Mr. Fahman is the husband of Tina T. Phan, our Secretary and Treasurer.





18









Tam
Bui has been a Director of the Company since April 2009 and served as a Chief Technology Officer from May 2002 to April 2009. Mr.
Bui holds Bachelor and Master of Science degrees from the University of Minnesota and has attended continuing Education at the University
of California, Los Angeles. He has over 25 years of experience with Northrop Grumman, Honeywell, Inc. and TRW in various capacities such
Project Director, Project Manager, Department Manager, Program Manager and Implementation Manager. One of Mr. Bui’s major responsibilities
has been the construction of dual Emergency Command Control Communication (ECCC) centers and implementation of the Los Angeles Police
Department ECCC Systems. He has a broad knowledge and experience in the areas of information technology, intranet/internet technology,
inventory management, material resource planning, enterprise resource planning, human resource management, investment management, real
estate, and international business. Mr. Bui also serves as Vice-Chairman of PHILUX Capital Advisors, Inc., a wholly-owned subsidiary
of the Company and a member of the Board of Directors of PHILUX Global Funds, a Luxembourg bank fund. Mr. Bui was appointed to serve
as Chief Operating Officer for the Company effective July 01, 2021.





Frank
Hawkins, Director has been a Director of the Company since April 2009 and Mr. Hawkins is a founder and CEO of Hawk Associates with
30 years of award-winning investor relations experience, Mr. Hawkins has earned the wide respect of Wall Street’s investment community
for straight talk and integrity. He was formerly vice president/corporate relations and planning and head of the investor relations program
at Knight-Ridder, Inc. in Miami. Mr. Hawkins started his career as an agent handler in clandestine collection operations for the Defense
Intelligence Agency in Germany and went on to become a foreign and war correspondent, international businessman, senior corporate executive
and president of the Access Asia Group in Hong Kong. He has lived in eight countries. He has been involved in stock listings in Tokyo
and Frankfurt and company presentations in London, Zurich, Geneva and Singapore. Fluent in German, he is a graduate of Cornell University
and author of “Ritter’s Gold,” an adventure novel published in several languages by the New American Library. He is
a member of the Association of Former Intelligence Officers and the Audubon Society and is listed in Who’s Who in America and Who’s
Who in the World. He serves on the board of the Florida Keys Electric Cooperative.



Tina
T. Phan has been Treasurer of the Company since April 2009. She served as a Director and Secretary of the Company from January 2000
to April 10, 2009 and was Vice President of Operations of Providential Securities, Inc. from 1995 to 2000. Mrs. Phan holds a B.S. in
management information system from California State University, Los Angeles. Currently Mrs. Phan serves as Treasurer and Secretary of
the Company and a member of the Board of Directors of PHI Luxembourg Development S.A., the mother holding company of PHILUX Global Funds.
Mrs. Phan is the wife of Henry D. Fahman.



ITEM
11. EXECUTIVE COMPENSATION



(a)
Any compensation received by officers, directors, and management personnel of the Company will be determined and approved from time to
time by the Board of Directors of the Company as it deems appropriate and reasonable. Officers, directors, and management personnel of
the Company will be reimbursed for any out-of-pocket expenses incurred on behalf of the Company.



Except
for any non-cash payments mentioned in this report, there was no monetary compensation paid to any officers of the Company during the
year ended June 30, 2022.



(b)
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the Company in the event
of retirement at normal retirement date as there is no existing plan provided for or contributed to by the Company.



(c)
All members of the Company’s Board of Directors, whether officers of the Company or not, may receive an amount yet to be determined
annually for their participation in meetings of the Board and will be required to attend a minimum of four meetings per fiscal year.
The Company reimburses all expenses for meeting attendance or out of pocket expenses connected directly with their Board participation.





19







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The
following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of January
, 2023 by (i) all shareholders known to the Company to be beneficial owners of more than 5% of the outstanding common stock; and (ii)
all directors and executive officers of the Company, and as a group (out of 33,645,885,430 shares issued and outstanding):



|Title
    of Class |  | Name
    and Address of Beneficial Owner (1)                               |  | Amount
                                            of Beneficial
                                            Ownership |             |  | Percent
    of Class | 
|------------------ |  | -------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- | ----------- |  | -------------------- | 
|Common
    Stock   |  | Henry
    D. Fahman (2) 15272 Flintridge Lane Huntington Beach, CA 92647   |  |                                                                                                                        | 405,000,000 |  |                      | 
|                   |  |                                                                            |  |                                                                                                                        |             |  |                      | 
|Common
    Stock   |  | Natalie
    Bui (3) 9132 Helm Avenue Fountain Valley, CA 92708             |  |                                                                                                                        | 1,032,502   |  |                      | 
|                   |  |                                                                            |  |                                                                                                                        |             |  |                      | 
|Common
    Stock   |  | Tam
    Bui 9132 Helm Avenue Fountain Valley, CA 92708                     |  |                                                                                                                        | 956,881     |  |                      | 
|                   |  |                                                                            |  |                                                                                                                        |             |  |                      | 
|Common
    Stock   |  | Tina
    T. Phan (4) 15272 Flintridge Lane Huntington Beach, CA 92647      |  |                                                                                                                        | 76,887,055  |  |                      | 
|                   |  |                                                                            |  |                                                                                                                        |             |  |                      | 
|Common
    Stock   |  | Frank
    Hawkins 14543 Topsail Drive Naples, FL 34114                     |  |                                                                                                                        | 200         |  |                      | 
|                   |  |                                                                            |  |                                                                                                                        |             |  |                      | 
|Common
    Stock   |  | Shares
    of all directors and executive officers as a group (4 persons): |  |                                                                                                                        | 483,876,638 |  |                      | 



|(1) | Each
    person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them.
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(2) | Certain
    of these shares have been pledged to secure certain obligations of the Company.                                  
|(3) | Natalie
    Bui is the spouse of Tam Bui.                                                                                    
|(4) | Tina
    Phan is the spouse of Henry Fahman.                                                                                 
|    | *:
    Less than 1%.                                                                                                         





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Henry
D. Fahman, Chairman and Chief Executive Officer of the Company, has from time to time made cash advances to the Company. The advances
are unsecured, interest free and payable on demand.



Certain
of the officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on a board of directors. As a result, certain conflicts of interest may arise
between the Company and its officers and directors. The Company will attempt to resolve such conflicts of interest in favor of the Company.
The officers and directors of the Company are accountable to it and its shareholders as fiduciaries, which require that such officers
and directors exercise good faith and integrity in handling the Company’s affairs. A shareholder may be able to institute legal
action on behalf of the Company or on behalf of itself and other similarly situated shareholders to recover damages or for other relief
in cases of the resolution of conflicts is in any manner prejudicial to the Company.



Henry
D. Fahman, Chairman and Chief Executive Officer of the Company, also serves as Interim Chief Executive Officer of American Laser Healthcare
Corp., a Delaware corporation and a client of PHILUX Capital Advisors, Inc.





20







ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit
Fees



The
negotiated package fees billed by M.S. Madhava Rao, an independent accountancy firm, are $24,000 for the audit of the Company’s
annual consolidated financial statements for the fiscal year ended June 30, 2022 and for the review of unaudited financial statements
for the quarters ending 9/30/2022, 12/31/2022 and 3/31/2023.



All
Other Fees



The
Company did not pay M.S. Madhava Rao any fees that are not related to audit and/or review of its financial statements for fiscal year
2022 or 2021.



PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES



Financial
Statements



The
following consolidated financial statements of PHI Group, Inc. and its subsidiaries are included:



|Report of Independent Registered Public Accounting Firm M.S. Madhava Rao                                 | F-1
|-------------------------------------------------------------------------------------------------------- | ---
|Consolidated Balance Sheets – June 30, 2022 and 2021                                                     | F-2
|Consolidated Statements of Operations – For the fiscal years ended June 30, 2022 and 2021                | F-3
|Consolidated Statements of Cash Flows – For the fiscal years ended June 30, 2022 and 2021                | F-4
|Consolidated Statements of Changes in Owners’ Equity – For the fiscal years ended June 30, 2022 and 2021 | F-5
|Notes to Consolidated Financial Statements                                                               | F-6



21







EXHIBIT
INDEX



|Exhibit
    No. |  | Exhibit
    Description                                                                                                                                                                                        
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                
|2.1             |  | Plan
    of Exchange between the Company and Prima Eastwest Model Management, Inc. (incorporated by reference to Exhibit 2 to the Form 8-K
    filed on March 1, 1996)                                         
|2.2             |  | Corporate Combination Agreement between the Company and Providential Securities, Inc., effective on January 14, 2000 (incorporated by reference to Exhibit 10.12 to the Form 10-KSB filed on January 10, 2000).
|3.1             |  | Articles
    of Incorporation (1)                                                                                                                                                                              
|3.2             |  | Amendment
    to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10-KSB for the fiscal year ended June 30, 1995).                                                              
|3.3             |  | Amendment to Articles of Incorporation (6)                                                                                                                                                                     
|3.4             |  | Certificate of Amendment to Articles of Incorporation (6)                                                                                                                                                      
|3.5             |  | Bylaws, as amended (6)                                                                                                                                                                                         
|4.1             |  | Form of Series 1 Bridge Notes Purchase and Security Agreement between the Company and investors, dated March 27, 2000 (6)                                                                                      
|4.2             |  | Form of Series 1 Bridge Note executed by the Company issued by the Company to Investors. (6)                                                                                                                   
|4.3             |  | Form of Common Stock Purchase Warrant issued by the Company to investors. (6)                                                                                                                                  
|4.4             |  | Form of Re-pricing Warrant issued by the Company to investors. (6)                                                                                                                                             
|4.5             |  | Form of Registration Rights Agreement between the Company and investors, dated March 27, 2000 (6)                                                                                                              
|4.6             |  | Form of Common Stock Purchase Warrant to be issued by the Company to Sovereign Capital Advisors, LLC (6)                                                                                                       
|4.7             |  | Form of Convertible Promissory Note issued by the Company to preferred shareholders of Providential Securities, Inc. (6)                                                                                       
|5.1             |  | Opinion
    Re Validity of Agreements (6) 10.1 Benatone Exchange Agreement, with Creditors (2)                                                                                                                 
|10.2            |  | Benatone
    Share Acquisition Agreement (for Weldnow Enterprise, Ltd.) (2)                                                                                                                                    
|10.3            |  | Benatone
    Share Acquisition Agreement (Dynedeem Limited) (2)                                                                                                                                                
|10.4            |  | Benatone
    Exchange Agreement (2)                                                                                                                                                                            
|10.5            |  | Benatone
    Asset Sale Agreement (2)                                                                                                                                                                          
|10.6            |  | Benatone
    Royalty Agreement (2)                                                                                                                                                                             
|10.7            |  | Benatone
    Consultancy Agreement (2)                                                                                                                                                                         
|10.8            |  | Benatone
    Deed (2)                                                                                                                                                                                          
|10.9            |  | Autokraft
    Stock Purchase Agreement (3)                                                                                                                                                                     
|10.10           |  | Autokraft
    Stock Subscription Agreement (3)                                                                                                                                                                 
|10.11           |  | Prima
    Agreement and Plan of Merger (4)                                                                                                                                                                     
|10.12           |  | Escrow Agreement between the Company and Warshaw Burstein Cohen Schelsinger & Kuh, LLP, dated March 28, 2000. (6)                                                                                              
|10.13           |  | Placement Agency Agreement between the Company and Sovereign Capital Advisors, LLC, dated March 28, 2000. (6)                                                                                                  
|10.14           |  | Guaranty Agreement between Henry Fahman and SovCap Equity Partners, Ltd, dated March 28, 2000. (6)                                                                                                             
|10.15           |  | Pledge Agreement between Henry Fahman and SovCap Equity Partners, Ltd, dated March 28, 2000. (6)                                                                                                               
|10.16           |  | Partnership Purchase Agreement between the Company and Holt Collins, dated May 31, 2000. (6)                                                                                                                   
|10.17           |  | Memorandum of Agreement between DataLogic Consulting, Inc. and PHI Group, Inc., dated April 25, 2001. (5)                                                                                                      
|10.18.1         |  | Letter of Intent between PHI Group, Inc. and Epicenter, Inc., dated October 30, 2000. (5)                                                                                                                      
|10.18.2         |  | Amendment to Letter of Intent between PHI Group, Inc. and Epicenter, Inc., dated November 30, 2000. (5)                                                                                                        



22







|10.18.3 |  | Amendment to Letter of Intent between PHI Group, Inc. and Epicenter, Inc., dated January 12, 2001. (5)                                                                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18.4 |  | Amendment to Letter of Intent between PHI Group, Inc. and Epicenter, Inc., dated June 26, 2001. (5)                                                                                
|10.18.5 |  | Amendment to Letter of Intent between PHI Group, Inc. and Epicenter, Inc., dated October 02, 2001. (5)                                                                             
|10.19   |  | Joint Venture Agreement between Providential Holdings, Inc and Boxo, Inc., dated January 1, 2001. (5)                                                                              
|10.20   |  | License of Manna Technologies Joint Venture Company, dated March 21, 2001. (5)                                                                                                     
|10.21   |  | Memorandum of Agreement between International Consulting and Training Center, Ministry of Trade, Vietnam and the Company, dated March 24, 2001. (5)                                
|10.22   |  | Memorandum of Agreement among General Transportation Company No. 5, Chu Lai Industrial Zone and the Company, dated March 25, 2001. (5)                                             
|10.23   |  | Letter of Intent between PHI Group, Inc. and Global Systems and Technologies, Corp. dated October 18, 2001. (6)                                                                    
|10.24   |  | Letter of Intent between PHI Group, Inc. and Estate Planning and Investment Company dated November 7, 2001. (6)                                                                    
|10.25   |  | Joint Venture Agreement between PHI Group, Inc. and Mimi Ban dated November 23, 2001. (6)                                                                                          
|10.26   |  | Plan of acquisition of Nettel Global Communication Corp. (incorporated by reference to the Company’s Current Report on Form 8-K filed May 3, 2002)                                 
|10.27   |  | Joint Venture Agreement with Vietnam’s Minh Hieu Joint Stock Company. (7)                                                                                                          
|10.28   |  | Memorandum of Agreement with HDT Enterprises, LLC dated March 15, 2002. (7)                                                                                                        
|10.29   |  | Memorandum of Agreement and Principal Contract with Vietnam’s Center of Telecom Technology. (7)                                                                                    
|10.30   |  | Stock Purchase Agreement with SlimTech, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 1, 2002).                                           
|10.31   |  | Stock Purchase Agreement with ATC Technology Corp. (incorporated by reference to the Company’s Current Report on Form 8-K, Filed September 17, 2002)                               
|10.32   |  | Mutual Rescission of Stock Purchase Agreement with Nettel Global Communication Corp. (8).                                                                                          
|10.33   |  | Business Consulting Agreement with Nettel Global Communication Corp. (8)                                                                                                           
|10.34   |  | Business Consulting Agreement with Medical Career College (8)                                                                                                                      
|10.35   |  | Mutual Rescission of Stock Purchase Agreement with SlimTech (8)                                                                                                                    
|10.36   |  | Mutual Rescission of Stock Purchase Agreement with Clear Pass, Inc. (8).                                                                                                           
|10.37   |  | Mutual Rescission of Joint Venture Agreement with HTV CO, Ltd. (8).                                                                                                                
|10.38   |  | Mutual Rescission of Stock Purchase Agreement with Real ID Technology (8).                                                                                                         
|10.39   |  | Business Consulting Agreement with Lexor Incorporated (8).                                                                                                                         
|10.40   |  | Amended Closing Memorandum with ATC Technology Corp. (8)                                                                                                                           
|10.41   |  | Stock Purchase Agreement with Tangshan YutianSaw Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed June 15, 2004)                           
|10.42   |  | Asset Purchase Agreement with Western Medical, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, file June 2, 2006)                                     
|10.43   |  | Principle Business Cooperation Agreement with Cavico Vietnam Joint Stock Corporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed October 2, 2006)
|16.1    |  | Notification of Change of Accountants, Kabani & Co. appointed (incorporated by reference to exhibits filed with Form 8-K/A, filed September 10, 2001)                              
|17.1    |  | Resignation of Nhi T. Le as director and officer and appointment of Thorman Hwinn as Director (incorporated by reference to exhibits filed with Form 8-K, filed July 9, 2001)      
|17.2    |  | Resignation of Tam Bui as Director (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 30, 2004).                                              
|17.3    |  | Resignation of Gene M. Bennett as Chief Financial Officer (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 23, 2005).                           
|17.4    |  | Resignation of Robert Stevenson as Director (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 18, 2006).                                          
|17.5    |  | Resignation of Ghanshyam Dass as Director (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 29, 2010).                                       



23







|17.6  |  | Resignation of Paul Nguyen as Director (incorporated by reference to the Company’s Annual Report for the Fiscal Year ended June 30, 2012 as filed with the Securities and Exchange Commission on June 2, 2014).                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|17.7  |  | Unregistered Sale of Equity Securities (incorporated by reference to Company’s Current Report on Form 8-K, filed on December 23, 2016).                                                                                                                                                                                                                            
|17.8  |  | Unregistered Sale of Equity Securities (incorporated by reference to Company’s Current Report on Form 8-K, filed on December 29, 2016).                                                                                                                                                                                                                            
|17.9  |  | Investment Agreement with Azure Capital (incorporated by reference to Company’s Current Report on Form 8-K, filed on March 7, 2017).                                                                                                                                                                                                                               
|17.10 |  | Unregistered Sale of Equity Securities (incorporated by reference to Company’s Current Report on Form 8-K, filed on April 10, 2017).                                                                                                                                                                                                                               
|17.11 |  | Private Stock Purchase and Sale Agreement with Maxagro Farm SRL (incorporated by reference to Company’s Current Report on Form 8-K, filed on June 1, 2017).                                                                                                                                                                                                        
|17.12 |  | Contract for Transfer of Shares” to purchase 51% of equity ownership in Constructii SA (incorporated by reference to Company’s Current Report on Form 8-K, filed on June 30, 2017).                                                                                                                                                                                
|17.13 |  | Unregistered Sale of Equity Securities (incorporated by reference to Company’s Current Report on Form 8-K, filed on July 27, 2017).                                                                                                                                                                                                                                
|17.14 |  | Amendment to Private Stock Purchase and Sale Agreement with Maxagro Farm SRL (incorporated by reference to Company’s Current Report on Form 8-K, filed on August 9, 2017).                                                                                                                                                                                         
|17.15 |  | Agreement of Purchase and Sale with Rush Gold Royalty Inc, a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A. (incorporated by reference to Company’s Current Report on Form 8-K, filed on September 7, 2017).                         
|17.16 |  | Registration Statements in connection with Azure Capital Investment Agreement (incorporated by reference to Company’s S-1 Registration Statement filed on April 3, 2017,                                                                                                                                                                                           
|17.17 |  | Withdrawal of Registration Statement filed on August 7, 2017, new S-1 Registration Statement filed on August 7, 2017 and S-1/A filed on September 15, 2017).                                                                                                                                                                                                       
|17.18 |  | Closing Memorandum for the Agreement of Purchase and Sale with Rush Gold Royalty Inc, a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A. (incorporated by reference to Company’s Current Report on Form 8-K, filed on October 9, 2017).



|(1) | Incorporated
    by reference to the Company’s Registration Statement on Form S-18, declared effective August 10, 1982 (SEC File No. 2-78335-NY),
    and to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                               
|(2) | Incorporated
    by reference to the Company’s Current Report on Form 8-K, dated September 7, 1995                                                                                                                                            
|    |                                                                                                                                                                                                                                               
|(3) | Incorporated
    by reference to the Company’s Current Report on Form 8-K/A, dated September 12, 1995.                                                                                                                                        
|    |                                                                                                                                                                                                                                               
|(4) | Incorporated
    by reference to the Company’s Current Report on Form 8-K, dated March 1, 1996.                                                                                                                                               
|    |                                                                                                                                                                                                                                               
|(5) | Incorporated
    reference to Form 10KSB for the year ended June 30, 2000 filed October 16, 2001.                                                                                                                                             
|    |                                                                                                                                                                                                                                               
|(6) | Incorporated
    by reference to Form 10KSB for the year ended June 30, 2001 filed December 17, 2001.                                                                                                                                         
|    |                                                                                                                                                                                                                                               
|(7) | Incorporated
    by reference to Form 10QSB for the quarter ended March 31, 2002 filed May 14, 2002.                                                                                                                                          
|    |                                                                                                                                                                                                                                               
|(8) | Incorporated
                                            by reference to Form 10KSB for the year ended June 30, 2003, filed October 17, 2003.                                                                                                 



24







EXHIBIT
INDEX (CONTINUED).



|                |  |                                                                                         |  | Incorporation
    by reference |  | Filed
                                            or
    Furnished
|--------------- |  | --------------------------------------------------------------------------------------- |  | ------------------------------ |  | ------------------------------------------------------------------
|Exhibit
    No. |  | Exhibit
    Description                                                                 |  | Form                           |  | File
    Number                                                   
|3.6             |  | Articles of Amendment to Articles of Domestication                                      |  | 8-K                            |  | 001-38255                                                         
|3.7             |  | Certificate of Dissolution/Withdrawal from Nevada Secretary of State                    |  | 8-K                            |  | 001-38255                                                         
|3.8             |  | Articles of Amendment to Articles of Domestication and Designations of Preferred Stock. |  | 10-K                           |  | 001-38255                                                         
|10.44           |  | Entry Into a Material Definitive Agreement                                              |  | 8-K                            |  | 001-38255                                                         
|10.45           |  | Business Cooperation Agreement with Vinafilms Joint Stock Company                       |  | 8-K                            |  | 001-38255                                                         
|10.46           |  | Completion of Acquisition or Disposition of Assets – Vinafilms Joint Stock Company      |  | 8-K                            |  | 001-38255                                                         
|16.2            |  | Changes in Registrant’s Certifying Accountant                                           |  | 8-K                            |  | 001-38255                                                         
|16.3            |  | Changes in Registrant’s Certifying Accountant                                           |  | 8-K                            |  | 001-38255                                                         
|16.4            |  | Changes in Registrant’s Certifying Accountant                                           |  | 8-K                            |  | 001-38255                                                         
|17.19           |  | Declaration of Special Common Stock Dividend from Issuer’s Subsidiary                   |  | 8-K                            |  | 001-38255                                                         
|17.20           |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary     |  | 8-K                            |  | 001-38255                                                         
|17.21           |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary     |  | 8-K                            |  | 001-38255                                                         
|17.22           |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary     |  | 8-K                            |  | 001-38255                                                         
|17.23           |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary     |  | 8-K                            |  | 001-38255                                                         
|17.24           |  | PHI Group, Inc. Approves Stock Repurchase Program                                       |  | 8-K                            |  | 001-38255                                                         
|17.25           |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary     |  | 8-K                            |  | 001-38255                                                         



25







|17.26          |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary                                                  |  | 8-K    |  | 001-38255  |  | 10.1;
    10.2  |  | 2019-09-25 |  |  
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | ------ |  | ---------- |  | --------------- |  | ---------- |  | -
|17.27          |  | Extension of Record Date for Special Common Stock Dividend from Issuer’s Subsidiary                                                  |  | 8-K    |  | 001-38255  |  | 10.1            |  | 2019-12-30 |  |  
|17.28          |  | Extension of Repurchase Date for the Company’s Common Stock                                                                          |  | 8-K    |  | 001-38255  |  | 10.1            |  | 2020-03-05 |  |  
|17.29          |  | Relying on Order for Reporting Relief                                                                                                |  | 8-K    |  | 001-38255  |  | N/A             |  | 2020-05-15 |  |  
|17.30          |  | Extension
    of Repurchase Date for the Company’s Common Stock and Extension of Record Date For Special Stock Dividend Distribution |  | 8-K    |  | 001-38255  |  | 10.1;
    10.2  |  | 2020-06-30 |  |  
|17.31          |  | Extension
    of Repurchase Date for the Company’s Common Stock and Extension of Record Date For Special Stock Dividend Distribution |  | 8-K    |  | 001-38255  |  | 10.1;
    10.2  |  | 2020-12-29 |  |  
|17.32          |  | Amendment to Promissory Notes dated April 01, 2019 between Luan Ngo and the Company                                                  |  | 10-K/A |  | 001-38255  |  | 17.32           |  | 2021-06-30 |  |  
|17.33          |  | Amendment to Articles of Domestication                                                                                               |  | 8-K    |  | 001-38255  |  | 10.1            |  | 2020-06-30 |  |  
|17.34          |  | Withdrawal from State of Nevada                                                                                                      |  | 8-K    |  | 001-38255  |  | 10.1;
    10.2  |  | 200-06-30  |  |  
|17.35          |  | Change in Registrant’s Certifying Accountant                                                                                         |  | 8-K    |  | 001-38255  |  | 16.1            |  | 2020-09-30 |  |  
|17.36          |  | Extension
    of Purchase Date for Common Stock and Extension of Record Date for Special Stock Dividend Distribution.                |  | 8-K    |  | 001-38255  |  | 10.1;
    10.2  |  | 2021-06-28 |  |  
|17.37          |  | Memorandum of Understanding with Five-Grain Treasure Spirits Co., Ltd                                                                |  | 8-K    |  | 001-38255  |  | 10.1;
    99.1  |  | 2021-09-17 |  |  
|17.38          |  | Securities to be offered in Employee Benefit Plan                                                                                    |  | S-8    |  | 333-259633 |  | 4.1
    et al.  |  | 2021-09-17 |  |  
|17.39          |  | Asia Diamond Exchange, Inc. and the Asia Diamond Exchange                                                                            |  | 8-K    |  | 001-38255  |  | 10.1
    et al. |  | 2021-10-01 |  |  
|17.40          |  | Name change of Provimex, Inc. to Empire Spirits, Inc.                                                                                |  | 8-K    |  | 001-38255  |  | 10.1
    et al. |  | 2021-10-04 |  |  
|21.1           |  | Subsidiaries of Registrant                                                                                                           |  |        |  |            |  |                 |  |            |  | X
|31.1-
    32.2 |  | Certifications
    in Accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.                                        |  |        |  |            |  |                 |  |            |  |  



|101.INS | Inline
    XBRL Instance Document                                
|------- | -----------------------------------------------------------------
|101.SCH | Inline
    XBRL Taxonomy Extension Schema Document               
|101.CAL | Inline XBRL
    Taxonomy Extension Calculation Linkbase Document 
|101.DEF | Inline
    XBRL Taxonomy Extension Definition Linkbase Document  
|101.LAB | Inline
    XBRL Taxonomy Extension Label Linkbase Document       
|101.PRE | Inline
    XBRL Taxonomy Extension Presentation Linkbase Document



26







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.
    (a/k/a
    PHILUX GLOBAL GROUP INC) | 
|--------------------------------------------------------------------------------------------------- | 
|                                                                                                    | 
|Dated:
    January 13, 2023                                                                         | 



|By: | /s/
    Henry D. Fahman        | 
|--- | ------------------------------ | 
|    | Henry
    D. Fahman, President | 



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               |  | TITLE                                                 |  | DATE                
|----------------------- |  | ----------------------------------------------------- |  | --------------------
|                        |  |                                                       |  |                     
|/s/
    Henry D. Fahman |  | Chairman/President/Acting
    Chief Financial Officer |  | January
    13, 2023
|HENRY
    D. FAHMAN     |  |                                                       |  |                     
|                        |  |                                                       |  |                     
|/s/
    Tina T. Phan    |  | Secretary/Treasurer                                   |  | January
    13, 2023
|TINA
    T. PHAN        |  |                                                       |  |                     
|                        |  |                                                       |  |                     
|/s/
    Tam T. Bui      |  | Director                                              |  | January
    13, 2023
|TAM
    T. BUI          |  |                                                       |  |                     
|                        |  |                                                       |  |                     
|/s/
    Frank Hawkins   |  | Director                                              |  | January
    13, 2023
|FRANK
    HAWKINS       |  |                                                       |  |                     



27