UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



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



For
the fiscal year ended: JUNE 30, 2015



or



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



For
the transition period from ______________________ to ______________________



Commission
File Number: 2-78335-NY





(Exact
name of registrant as specified in its charter)



|Nevada                                                             |  | 90-0114535                                 
|------------------------------------------------------------------ |  | -------------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (I.R.S.
    Employer identification Number)



|5348
    Vegas Drive, Las Vegas,             |  | NV
    89128  
|-------------------------------------------- |  | --------------
|(Address
    of principal executive offices) |  | (Zip
    Code)



702-475-5430

(Registrant’s
telephone number, including area code)



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



|Title
    of class |  | Name
    of each exchange on which registered
|------------------ |  | ---------------------------------------------
|None               |  | N/A                                          



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





(Title
of class)





(Title
of class)



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

Yes
[  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
[  ] No [X]



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

Yes
[X] 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
[X] 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
[X] No [  ]



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



| | Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
| | -------------------------------- | ---------------------------------
| |                                  |                                  
| | Non-accelerated
    filer [  ]   | Smaller
    reporting company [X]



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

Yes
[  ] No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed fiscal quarter:



The aggregate market value of the voting and
non-voting common equity held by non-affiliates was $1,191,114 computed by reference to the closing price of $0.40 per share multiplied
by 2,977,785 shares of the common stock on December 31, 2015. For purposes of the above statement only, all directors, executive
officers, 10% stockholders, and 5,673,327 shares reserved for the special dividend distribution are assumed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for any other purpose.



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As
of March 30, 2016, there were 14,549,001 shares of the registrant’s $0.001 par value Common Stock issued and outstanding,
including 5,673,327 shares reserved for a special dividend distribution, after adjustment for a 1:1,500 reverse split which came
into effect March 15, 2012.


















EXPLANATORY
NOTE - AMENDMENT



The
purposes of this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2015 of PHI Group, Inc.
(the “Company”) filed with the Securities and Exchange Commission on October 1, 2015 (the “Form 10-K”)
are to revise the Company’s disclosure with respect to Management’s Report on Internal Control over Financial Reporting
(Item 9A on page 16 of the original Form 10-K) and to update the language in the Company’s certification filed in Exhibits
31.1 and 31.2 so as to conform exactly to the language set forth in Exchange Act Rule 13a-14(a).



No
other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of
the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the original Form 10-K, except as mentioned herein.



2







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, 2015, 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, 2015 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.



3







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, 2015.



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.



Management
believes that despite our material weaknesses set forth above, our consolidated financial statements for the fiscal year ended
June 30, 2015 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.



ITEM
15. EXHIBITS



The
following exhibits are filed as part of this report:



|31.1
    – 31.2 | Certifications
    in Accordance with Sections 302 of the Sarbanes-Oxley Act of 2002
|--------------- | ------------------------------------------------------------------------------------



4







SIGNATURES



Pursuant
to the requirement of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



PHI
GROUP, INC.



Dated:
March 30, 2016



|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 |  | March
    30, 2016
|HENRY
    D. FAHMAN     |  |                                                       |  |                   
|                        |  |                                                       |  |                   
|/s/
    Tina T. Phan    |  | Treasurer                                             |  | March
    30, 2016
|TINA
    T. PHAN        |  |                                                       |  |                   
|                        |  |                                                       |  |                   
|/s/
    Tam T. Bui      |  | Director                                              |  | March
    30, 2016
|TAM
    T. BUI          |  |                                                       |  |                   
|                        |  |                                                       |  |                   
|/s/
    Frank Hawkins   |  | Director                                              |  | March
    30, 2016
|FRANK
    HAWKINS       |  |                                                       |  |                   





5