U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





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

EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED: JUNE 30, 2011



OR



[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD

FROM _________ TO ________



COMMISSION FILE NO.  2-78335-NY





PHI GROUP,
INC.

(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)



|                                                                       |                                             
|---------------------------------------------------------------------- | --------------------------------------------
|NEVADA                                                                 | 90-0114535                                  
|(STATE OR OTHER JURISDICTION OF
        INCORPORATION OR ORGANIZATION) | (I.R.S. EMPLOYER
        IDENTIFICATION NO.)



17011 BEACH BLVD., SUITE 1230, HUNTINGTON BEACH,
CA 92647

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP
CODE)



(714) 843-5450

ISSUER'S TELEPHONE NUMBER



SECURITIES REGISTERED UNDER SECTION 12(B) OF
THE EXCHANGE ACT:



NAME OF EACH EXCHANGE               
TITLE OF EACH CLASS:

ON WHICH REGISTERED:

NONE                                                                      
NONE



SECURITIES REGISTERED UNDER SECTION 12(G) OF
THE EXCHANGE ACT: NONE



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

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



Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    YESxNO

Check
if disclosure of delinquent filers in response to Item 405 of RegulationS-K is
not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large
accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting companyx

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



The
aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such common equity, October 7, 2011 was $595,542based on a price of $0.0038 per share.



The number of shares outstanding of the registrant's
Common Stock, $0.001 par value, was 212,881,356 as of June 30, 2011.











TABLE OF CONTENTS





PART I





|Item 1.                  | Business Overview                                  
|------------------------ | ---------------------------------------------------
|Item 1A.
        Item 1B | Risk Factors
        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





|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------







SIGNATURES



EXHIBITS







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 joint ventures and acquisitions 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).





PART I



ITEM 1. BUSINESS OVERVIEW



INTRODUCTION

PHI Group, Inc., ("PHI")
through its wholly owned and majority-owned subsidiaries, is engaged in a number of business activities, the scope of which includes
consulting and merger and acquisition advisory services, real estate and hospitality development, mining, natural resources, energy,
and investing in special situations. The Company invests in various business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S. and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for its shareholders. No assurances can be made that management will
be successful in achieving its plan.



BACKGROUND



PHI Group, Inc. ("PHI") was organized
under the laws of the State of Nevada on June 8, 1982 under the name of JR Consulting, Inc. The Company acquired all the issued
and outstanding common stock of Providential Securities, Inc., a California corporation, in 1999 and changed its name to Providential
Securities, Inc., a Nevada corporation, in January 2000. Subsequently the Company changed its name to Providential Holdings, Inc.
in February 2000. From its inception through September 7, 1995, the Company generated nominal revenues and did not actively engage
in business. Prior to the corporate combination agreement with Providential Securities, Inc., JR Consulting had an operating subsidiary,
Diva Entertainment, Inc ("Diva"), which operated two modeling agencies, one in New York and one in California.



Providential Securities, Inc., a California corporation
was incorporated in the State of California on October 8, 1992. It operated a securities brokerage service in California, New York
and Oregon. The principal markets for Providential Securities' services were individual investors who were located throughout the
United States. Providential Securities bought and sold securities for its customers through a number of different markets, utilizing
a brokerage clearinghouse to transact the trades. Due to the results of an NASD examination, Providential Securities withdrew its
membership and ceased its securities brokerage business in October 2000.



Providential Holdings, Inc. changed its name
to PHI Group, Inc. on April 13, 2009.





BUSINESS STRATEGY



PHI Group Inc.'s strategy is to:



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



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



3. Design and implement best-of-breed management systems; and



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





SUBSIDIARIES:



PHI CAPITAL HOLDINGS, INC. (formerly Providential Capital, Inc.)



In May 2003, the Company formed a
wholly-owned subsidiary under the name of Providential Capital to provide financial products and services for the micro-small cap
arenas and manage the Company's proprietary merger and acquisition activities.  Providential Capital has mainly focused its
attention on the underserved segment of smaller companies in the U.S. and abroad. Providential Capital began providing merger and
acquisition advisory services to its clients since the fourth quarter of the fiscal year ended June 30, 2003.  On May 11,
2010, Providential Capital changed its name to PHI Capital Holdings, Inc. The Company has successfully managed merger plans for
several privately held and publicly traded companies and continues to focus on the Pacific Rim markets in the next twelve months.

PROVIDENTIAL VIETNAM LTD.

Providential Vietnam, Ltd. is a Vietnamese limited
liability company and wholly owned subsidiary of PHI Group, Inc. This subsidiary started operation in May 2008 to provideM&A advisory services, financial and management consulting, corporate restructuring, and investment banking services to companies
in Vietnam.





PHILAND RANCH LIMITED and PHILAND CORPORATION

In July 2007, PhiLand
Corporation, a Nevada corporation and wholly owned subsidiary of the Company, was formed to engage in real estate development in
Quang Nam Province, Vietnam.  In July 2007, PHI Group, Inc. entered into a principle agreement with the People’s Committee
of Quang Nam Province, which would allow the Company to lease approximately 8,000 acres of land south of Hoi An City, Quang Nam
Province, Vietnam to develop an integrated tourism zone under a 70-year lease term.  In December 2007, PhiLand Corporation
formed a wholly owned subsidiary Philand Vietnam Ltd., a limited liability company registered under the laws of Socialist Republic
of Vietnam to manage the luxury resort and residential community development project in Chu Lai, Nui Thanh District, Quang Nam
Province (“Pointe91”). In April 2007, the Company formed a Singapore-based public company limited by shares under the
laws of the laws of the Republic of Singapore, Philand Ranch Ltd. (Singapore), Company No. 200906217G, ISIN No. SG9999006092, intended
to be the publicly traded holding company for real estate and hospitality development in Vietnam and Southeast Asia. In June 2009,
the Company formed Philand Ranch Limited (UK), a company registered under the laws of England and Wales, Company No. 6923797, ISIN
No. GB00B5461K52, to be the global holding company listed on the Frankfurt Stock Exchange to consolidate all real estate and hospitality
business activities of the Company. In June 2009, Philand Ranch Limited (UK) acquired all the issued and outstanding common stock
of PhiLand Corporation in exchange for 23,849,800 ordinary shares of Philand Ranch Limited (UK) and also exchanged 1,000,000 shares
of its ordinary stock for all the issued and outstanding stock of Philand Ranch Ltd. (Singapore). As a result, Philand Ranch Limited
(UK) has become the parent of Philand Corporation, Philand Vietnam Ltd., and Philand Ranch Ltd (Singapore), now known as PHI Oil
& Gas, Ltd. PHI Group, Inc. received 18,734,753 shares of ordinary stock of Philand Ranch Limited (UK) in exchange for its
holding in Philand Corporation. PhiLand Ranch Limited’s ordinary shares are listed on the Open Market Segment of the Frankfurt
Stock Exchange under the symbol 1P8.F, WKN A0RPEA.

On May 14, 2010 PhiLand
Ranch Ltd. entered into a EUR 50 Million Subscription Commitment with an international emerging markets fund for working capital,
general corporate purposes, and acquisitions. According to the Subscription Commitment, the fund is committed to buying shares
of ordinary stock of PhiLand Ranch based upon a per share purchase price equal to ninety percent (90%) of the average closing bid
price during the fifteen (15) consecutive trading days following the purchase date. As of the date of this report, PhiLand Ranch
Ltd. has not signed the definitive documentation for the closing of this Subscription Commitment. The success of the Pointe91 and
other projects of PhiLand Ranch are dependent upon its ability to raise the required capital and to execute its business plan.
On August 4, 2011, Philand Vietnam Ltd. was granted a Land Use Rights (also known as Land Title) for the first 23.55 hectares at
Pointe 91 project by the Vietnamese government. (Subsequent Event: Note 25).



PHI GOLD CORPORATION (formerly PHI MINING
GROUP, INC.)and TRICON GOLD CORP.

In March 2007, the
Company received 900,000 shares of common stock of Bio-Warm Corp., a Nevada corporation, for advisory services rendered. Bio-Warm
Corp. subsequently acquired 100% of Vietnam-based Dai Dung Metallic Manufacture Construction and Trade Company (DDMMCT) and changed
its name to DDC Industries, Inc. In June 2007, the Company received 3,763,753 shares of DDC Industries for services performed in
the merger of Bio-Warm Corp. and DDMMCT which was closed on March 30, 2007 and received the remaining 3,763,753 shares during the
year ended June 30, 2008 per the agreement, which in total, was equivalent to 20% of all issued and outstanding shares of DDC Industries,
Inc. at that time. The merger agreement with DDMMCT was rescinded on November 18, 2008 in entirety and shareholders of DDMMCT agreed
to return 28,610,025 shares of the 30,110,025 shares of DDC Industries, Inc. which they had received pursuant to the business combination
agreement between Bio-Warm Corp. and DDMMCT. On December 1, 2008, DDC Industries Inc. changed its name to PHI
Mining Group, Inc. On December 1, 2008, DDC Industries Inc. changed its name to PHI Mining Group,
Inc. and on December 13, 2010, the Company’s name was changed to PHI Gold Corp. to focus on gold mining business.
The common stock of PHI Gold Corporation was traded on the Pink Sheets under the symbol “PHIG”. PHI
Gold Corporation did not generate any revenues in the year ended June 30, 2011.

Indochina Mining Corporation, a Nevada
corporation, was incorporated on March 20, 2008 for exploitation and processing of diatomite mines. On April 14, 2008, Indochina
Mining Corporation (IMC), entered into a Cooperation agreement with Phu Yen Minerals Joint Stock Company (PYMICO). Under this agreement,
PYMICO and IMC would cooperate to contribute capital for establishment of a joint venture specializing in exploitation and processing
of diatomite in Phu Yen province and IMC would participate in PYMICO through purchasing a maximum of 30% shares of PYMICO.During the year ended June 30, 2010, Indochina Mining also entered into an agreement with Mr.
Chinnawat Chaikijjanuwat of Thailand to establish a joint venture company to exploit and process a black pearl granite mine in
Nakhornrajchasima province, Thailand and an agreement with Truong Son Group to establish a joint venture company to survey, mine
and process lead and zinc in Tuyen Quang province, Vietnam. Indochina Mining Corp. did not consummate interest in these joint venture
companies.

On December 1, 2008, Indochina Mining
Corporation entered into stock purchase agreement with PHI Mining Group (now known as PHI Gold Corporation) to exchange all of
its capital stock with the same number of newly issued shares of PHI Mining Group. As a result, the Company owns approximately
83% of PHI Gold Corporation. Indochina Mining Corporation changed its name to Tricon Gold Corporation in May 2011.

PROVIMEX, INC.

Provimex,
Inc. was originally formed on April 10, 2001 under the name "Providential Imex", to focus on trade commerce with Vietnam.
This division changed its name to Provimex on July 5, 2001.  Provimex began to generate revenues from its import and export
activities in August 2002 through the fiscal year ended June 30, 2005 and incorporated as a Nevada corporation on September 23,
2004. The Company distributed a 15% stock dividend of Provimex, Inc. to shareholders of record as of September 15, 2004OnJune 01, 2011, Provimex, Inc. acquired the 100% issued and outstanding capital stock of Humex Medical Group Corp., a California
corporation, (“Humex”) in exchange solely for 58,333,333 share of Provimex’s common stock, par value 0.001, to
engage in stem research and therapy in Southeast Asia. After the merger, shareholders of Humex owns 70% of Provimex Inc., The Provimex
shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and have not
been listed on any foreign exchange. The Board of Directors and the majority shareholders of Humex approved
the exchange and on June 30, 2011 the business combination was completed.Prior to the
business combination agreement between Provimex, Inc., and Humex Medical Group Corp., PHI Group, Inc. owned 17,000,000 shares of
common stock of Provimex, Inc. out of 20,000,000 shares issued and outstanding, or equivalent to 85% of Provimex, Inc. Following
the business combination between Provimex, Inc. and Humex Medical Group Corp., PHI Group, Inc. currently owns 17,000,000 shares
out of 83,333,333 shares issued and outstanding of Provimex, Inc., or equivalent to 20.40% of Provimex, Inc. PHI Group, Inc. has
signed an agreement to assist the combined company to register with the Securities and Exchange Commission to become a separate
fully reporting publicly traded company.For the fiscal years ended June 30, 2011 and 2010, Provimex,
Inc. did not generate any sales.

TOUCHLINK COMMUNICATIONS, INC.



Touchlink Communications was formed on July 7,
2003 as a division of the Company to provide point-of-sale (POS) terminals and prepaid calling cards to retailers, convenient stores and
non-profit organizations across the US. Touchlink Communications signed an agreement with KAGRO (Korean American Grocer Association)
to provide pre-paid services to its member stores in the US and Canada.  This subsidiary was later incorporated as a Nevada
corporation in February 2004 under the name of Touchlink Communications, Inc. as a wholly-owned subsidiary of the Company to provide
long distance services to residential and business customers in the United States. The Company has declared a 15% stock dividend
of Touchlink Communications, Inc. to shareholders of record as of September 15, 2004 and currently owns 85% of Touchlink Communications.
On November 03, 2008, this subsidiary changed its name to Vietnam Media Group, Inc. and subsequently resumed the corporate name
of Touchlink Communications, Inc. in February 2011. This subsidiary did not have any activities during the fiscal years ended June
30, 2011 or 2010.

PHI ENERGY CORPORATION

On May 9, 2005, the
Company formed Providential Oil & Gas, Inc., a Nevada corporation and wholly owned subsidiary of the Company, to engage in
independent oil and gas business activities in the U.S. and abroad. In November 2005, Providential Oil & Gas signed an agreement
with Terra-Firma Gas & Oil, LLC, a Nevada corporation with headquarters in Midland, Texas, to co-develop up to twenty four
gas wells in Crockett County, West Texas. This transaction under the agreement with Terra-Firma Gas & Oil did not materialize.
In June 2006, Providential Oil & Gas, Inc. changed its corporate name to Providential Energy Corporation, which subsequently
changed its corporate name to PHI Energy Corporation in January 2001.

On April 8, 2011, PHI Energy Corporation signed
an Asset Purchase Agreement with PT. Dian Anugrah Pratama (“DAP”), an Indonesia corporation, to acquire an estimated
mineable reserve of ten million (10,000,000) metric tons of coal located in an area of approximately 423 hectares, at Kecamatan
Kapur IX, Kabupaten Lima Puluh Kota, Propinsi Sumatera Barat, Indonesia, from DAP in exchange for 20,000,000 shares of common stock
of PHI Energy Corporation. Subsequently, on May 10, 2011 PHI Energy signed an Agreement of Purchase and Sale with DAP, which superseded
and replaced all prior arrangements and understandings with DAP, whereby PHI Energy Corporation will buy total estimated mineable
reserves of thirty-three million (33,000,000) metric tons of coal from DAP in exchange for $3,000,000 in cash and 47,000,000
in common stock of PHI Energy Corporation. This transaction was closed on May 31, 2011. PHI Energy Corporation agreed to file a
registration statement to register 4,700,000 shares of its common stock within two months following the closing of this transaction
for the benefits of DAP, PHI Group Inc. and all related shareholders. However, as of the date of this report, this transaction
may be subject to a mutual rescission because certain terms and conditions have not been met by the parties. PHI
Energy Corporation did not generate any revenue during the years ended June 30, 2011 and 2010.



MINORITY INTERESTS:



CATALYST RESOURCE GROUP, INC. (formerly JEANTEX GROUP, INC.)



On
May 13, 2005, Providential Capital, Inc., a wholly-owned subsidiary of the Company, entered into a business consulting agreement
with Lexor Holdings, Inc. to provide merger and acquisition advisory services to Lexor Holdings, Inc. with regard to a proposed
merger between Lexor Holdings, Inc. and SB Chemical Co., Ltd., a Republic of Korea corporation. According to this agreement, the
Company would be entitled to an additional 14% equity interest in Lexor Holdings, Inc. following the consummation of a merger between
Lexor Holdings, Inc. and SB Chemical Co, Ltd. or another established business entity.



On June 22, 2005, Lexor Holdings, Inc. entered
into a Stock Purchase Agreement with Jeantex, Inc., a California corporation and Susan Shin, an individual who is the president
and sole shareholder of Jeantex Pursuant to the terms of the Agreement, Lexor acquired 100% of the issued and outstanding equity
interests of Jeantex in exchange for 56,350,000 shares of Lexor restricted common stock.  The Stock Purchase Agreement was
closed on June 29, 2005. PHI Group, Inc. received 7,300,000 shares of restricted common stock of Lexor for services rendered in
connection with this transaction. Lexor Holdings, Inc. has changed its corporate name to Jeantex Group, Inc. following the merger
with Jeantex, Inc.  Jeantex Group’s common stock is trading on the OTCBB under the symbol “JNTX”.



During the year ended June 30, 2009,23,285,714
shares of Jeantex Group, Inc. were exchanged with 900,000 shares of PhiLand Corporation which were owned by the Company. In
April 2010, Jeantex Group, Inc. changed its corporate name to Catalyst Resource Group, Inc. and its trading symbol to “CATA”.As of June 30, 2011 the Company owned 29,632,381 shares of Catalyst Resource Group, Inc. common
stock, or equivalent to 29.60%.



PHILAND RANCH LIMITED



In July 2007 the
Company formed PhiLand Ranch Corporation as a wholly owned subsidiary to engage in real estate development in Southeast Asia. As
of June 30, 2008 the Company was the sole shareholder of PhiLand Corporation, holding 19,941,800 shares of PhiLand Corporation’s
common stock.During the year ended June 30, 2009, 3,500,000 shares of PhiLand Corporation were issued to employees and
consultants of the Company. 244,286 shares which were owned by the Company were sold to individuals for $140,000 and 900,000 shares
which were owned by the Company were exchanged with 23,285,714 shares of Jeantex Group, Inc. and 29,000 shares which were owned
by the Company were exchanged for the payment of note of $29,000. In addition, during the year ended June 30, 2009, 208,000 shares
of PhiLand Corporation were issued for cash in the amount of $24,000 and 200,000 shares were issued for consulting service. As
a result of the stock exchange between PhiLand Corporation and PhiLand Ranch Limited in June 2009, the Company received 18,734,753
shares of ordinary stock of PhiLand Ranch Limited. For the years ended June 30, 2009 and June 30, 2010, the Company owned 18,567,652
shares of ordinary stock of PhiLand Ranch Limited, representing 75.50 % of all the issued and outstanding shares of PhiLand Ranch
Limited, respectively. The PhiLand Ranch Limited shares owned by minority shareholders were equivalent to 56.47% and 24.50% as
of June 30, 2011 and June 30, 2010, respectively. PhiLand Ranch Limited’s ordinary stock is listed on the Open Market Segment
of the Frankfurt Stock Exchange under the symbol 1P8.F, WKN A0RPEA.



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 founder. The loss of the services of one or more of our key personnel 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.



Our service strategy in merger and acquisition
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 is in the process of evaluating various
opportunities and negotiating to acquire other companies 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.



Our businesses are currently focused in
Vietnam, and any adverse change to the economy or business environment in Vietnam could significantly affect our operations, which
would lead to lower revenues and reduced profitability.

Our operations are currently concentrated in
Vietnam. Because of this concentration in a specific geographic location, 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
Vietnam 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.

Our executive officers/directors and principal
stockholders who own 5% or more of the outstanding common stock of the Company as of June 30, 2011, in the aggregate, hold approximately
26% of our outstanding common stock. These stockholders will be able 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.

In addition, 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.

The price at which investors purchase shares of our
common stock may not be indicative of the price that will prevail in the trading market. Investors may be unable to sell their
shares of common stock at or above their purchase price, which may result in substantial losses.



We
do not meet the requirements for our stock to be quoted on NASDAQ, the American Stock Exchange 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, if the price of our securities on the OTC Bulletin Board 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

In August 2004, the Company started
its lease of current office space at 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647 for $3,907 per month. The lease
was expired on July 31, 2007 and the Company paid rent on a month-to month basis through April 30, 2008.



The Company signed
on a 5 year lease agreement for the same office effective May 1, 2008. The monthly rental is $6,690.70 and will be increased by
3.5% per annum commencing in the thirteenth month of the initial lease term and continuing annually thereafter.











ITEM 3. LEGAL PROCEEDINGS AND ARBITRATIONS



Other than as set forth below, Company is 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. The majority of the legal proceedings and arbitration cases are related to the discontinued operations of Providential
Securities, Inc.



LEGAL PROCEEDING SETTLED AND UNPAID AS OF JUNE 30, 2011:



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



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



CONSECO FINANCE VENDOR SERVICES CORPORATION
FKA GREEN TREE VENDOR SERVICES CORPORATION VS. PROVIDENTIAL SECURITIES, INC., HENRY D. FAHMAN AND TINA T. PHAN



In September 1997 Providential Securities,
Inc. entered into a written Lease Agreement to lease certain items of equipment from Green Tree Vendor Services, in return for
which Providential Securities, Inc. agreed to pay thirty-six monthly installments, each in the amount of $1,552. On or about September
12, 2000, and subsequently, Providential Securities, Inc. was unable to make the monthly payments to Claimant due to the lack of
revenues following the interruption and subsequent closure of its securities brokerage operations. (See Note 3) Claimant filed
a complaint for money with the Superior Court of the State of California, County of Orange (Case No. 01CC02613) on February 23,
2001 seeking $39,102 plus interest thereon at the legal rate from September 12, 2000. The claimant entered a judgment against Providential
Securities, Inc., Henry Fahman and Tina Phan for $48,933. The judgment amount has been accrued in the accompanying consolidated
financial statements.



PENDING LITIGATION:



NGON VU VS. PROVIDENTIAL SECURITIES, INC.



Claimant was a former employee of Providential Securities,
Inc. who was laid off in 2000 due to closure of business. The Claimant complained to the Department of Industrial Relations (DIR)
for allegedly unpaid vacation and salaries. On June 13, 2001, the DIR filed a request to enter a judgment against Providential
Securities, Inc. for $9,074 including wages and interest, penalty, post hearing and filing fee. The sought amount of $9,074 has
been accrued in the accompanying consolidated financial statements.



VERIO VS. PROVIDENTIAL SECURITIES, INC.



On or about April 1, 2003, Verio, Inc. filed a judgment
against Providential Securities, Inc., a wholly-owned subsidiary of the Company which was discontinued in October 2000, for a total
of $9,141.  This sum consists of $6,800 for services allegedly rendered by Verio, Inc. to Providential Securities, Inc. in
2000 and $2,341 for legal costs.  Both amounts have been accrued in the accompanying consolidated financial statements.



DOW JONES & COMPANY, INC. VS. PROVIDENTIAL SECURITIES,
INC. AND PHI GROUP, INC.



On March 19, 2002 Dow Jones & Company filed a complaint
with the Superior Court of California, County of Orange, West Justice Center (Case No. 02WL1633), against Providential Securities,
Inc., the discontinued operations of the Company, and PHI Group, Inc. for $9,973 plus prejudgment interest at the rate of ten (10%)
per annum from November 1, 2000, reasonable attorneys’ fees and other and further relief. This claim is in connection with
services allegedly rendered by the Plaintiff to Providential Securities, Inc. prior to November 2000. The Company intends to settle
this case. The sought amount of $9,973 (excluding interest) has been accrued in Accrued Expenses in the accompanying consolidated
financial statements.



KEY EQUIPMENT FINANCE, INC., VS. 49-6215601204 PROVIDENTIAL
SECURITIES, INC.; HENRY D. FAHMAN; TINA T. PHAN, CASE NO 06WL00289



On January 18, 2006 Key equipment Finance filed a suit
in the Superior Court of the State of California, County of Orange – West District claiming breach of the terms of lease
agreement by failure to make the monthly installment due although demand therefore was made. The remaining balance due and owing
to plaintiff under the lease is $14,439 plus interest from the date of default. The plaintiff also claiming for breach of guaranty,
common counts, unjust enrichment and cost of law suit and any other relief the Court may deem just and proper. As of June 30, 2010, the
Company has accrued $14,439.



DAVIDSON VS. DOAN ET AL.



On or about February 01, 2010, the company was notified
of a suit that was filed with the Superior Court of the State of California for the County of Los Angeles on November 24, 2009
by William Davidson, an individual against Martin Doan, Henry Fahman, HRCiti Corporation, and Providential Capital, Inc. (collectively
referred to as “Defendants” - Case No. BC 426831). Plaintiff demanded an amount of not less than $140,000.00 from Defendants
for promissory notes outstanding between Plaintiff and the company. The Company has accrued the potential liabilities associated
with these promissory notes in the accompanying consolidated financial statements as of June 30, 2011.



NASD CASE:



After the completion of a routine audit of Providential
Securities, Inc. in July and August 2000, the National Association of Securities Dealers, Inc. alleged that Providential violated
certain provisions of the NASD's Conduct Rules. As a result, Providential Securities, Inc. withdrew its membership from the NASD
in October 2000 and ceased its securities brokerage operation. $127,305, including $115,000 fine charged by NASD, is included in
accrued expenses in the accompanying consolidated financial statements. (Note 3)



ARBITRATION CASES:



The Company had four arbitration cases from day-traders
against Providential Securities, Inc., a discontinued stock brokerage operation of the Company.  The total amount of damages
for these cases, which were closed as of June 30, 2001, was $54,505.  This amount has been accrued in the accompanying consolidated
financial statements.









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



On April 10, 2009, the Company held its annual shareholders’
meeting and the following actions were taken place:



1. Election of directors; Tam Bui, Henry Fahman, Frank Hawkins, Lawrence Olson,
and Paul Nguyen.
2. Ratifying the Board of Directors’ proposals to change the Company’s
name to PHI Group, Inc. and the par value of the Company’s common stock from $0.04 to $0.001 per share.
3. Authorizing the Board of Directors to upgrade the listing of the Company’s
common stock to the NASDAQ Stock Market or another senior exchange in the future.





PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



On June 29, 1995 Company's Common Stock began
trading on the Over the Counter Bulletin Board (OTCBB) under the symbol "JRCI" until December 12, 1999. Since December
12, 1999, the Common Stock was trading under the symbol "JRCIE." Following the corporate combination with Providential
Securities, Inc. that was consummated on January 14, 2000, the Common Stock traded under the symbol "PRVH," until October
20, 2000 when it traded under the symbol "PRVHE" due to the delay in its filing of Form 10-KSB for the period ended June
30, 2000. It was trading under the symbol "PRVH" on the OTC Pink Sheets from November 21, 2000 until April 3, 2002 when
it was re-listed on the OTCBB. From October 20, 2004 to January 2, 2005, it was trading under the symbol "PRVHE" due
to the delay in the filing of Form 10-KSB for the period ended June 30, 2004. From January 3, 2005 to February 27, 2005, it was
trading under the symbol "PRVH".  On February 28, 2005, it was trading under the symbol "PRVHE"
and from March 1, 2005 to October 18, 2005, it was trading under "PRVH".  From October 18, 2006 to December 20,
2006, it was trading under "PRVHE" due to the delay in the filing of the Company's Form 10-KSB for the Fiscal Year ended
June 30, 2006. Starting December 21, 2006, the Company’s Common Stock resumed trading under "PRVH" until its trading
symbol was changed to “PHIE” following the change of corporate name to PHI Group, Inc. and par value from $0.04 to
$0.001 in April 2009.



The following sets forth the high and low prices of the Company's
Common Stock in the US for the most recent month, most recent quarter and each quarter during the preceding two fiscal years.



Though there is a relatively wide following of
the Company's stock in the US and in Europe, 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 Quarter |  |  |  |  |        |  |      
|--------------------------------------------- |  |  |  |  | ------ |  | -----
|Ended September 30, 2011:                     |  |  |  |  |        |  |      
|                                              |  |  |  |  | High   |  | Low  
|                                              |  |  |  |  | 0.0145 |  | 0.004
|Per Share Common Stock Prices by Quarter;     |  |  |  |  |        |  |      
|For the Fiscal Year Ended June 30, 2011       |  |  |  |  |        |  |      
|                                              |  |  |  |  | High   |  | Low  
|Quarter Ended June 30, 2011                   |  |  |  |  | 0.048  |  | 0.005
|Quarter Ended March 31, 2011                  |  |  |  |  | 0.017  |  | 0.009
|Quarter Ended December 31, 2010               |  |  |  |  | 0.03   |  | 0.01 
|Quarter Ended September 30, 2010              |  |  |  |  | 0.027  |  | 0.01 
|                                              |  |  |  |  |        |  |      
|Per Share Common Stock Prices by Quarter;     |  |  |  |  |        |  |      
|For the Fiscal Year Ended June 30, 2010       |  |  |  |  |        |  |      
|                                              |  |  |  |  | High   |  | Low  
|Quarter Ended June 30, 2010                   |  |  |  |  | 0.04   |  | 0.01 
|Quarter Ended March 31, 2010                  |  |  |  |  | 0.06   |  | 0.03 
|Quarter Ended December 31, 2009               |  |  |  |  | 0.09   |  | 0.02 
|Quarter Ended September 30, 2009              |  |  |  |  | 0.05   |  | 0.1  

|
|





Holders of Common Equity:



There are 1,256 shareholders of record of the Company's common stock.



Dividends:



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.



The Company has issued share dividends from ATC
Technology Corp., E-Check Recovery, Inc., Irvine College of Medical Sciences, Inc., Provimex, Inc., and Touchlink Communications,
Inc. to the Company's shareholders in the past.



ITEM 6. SELECTED FINANCIAL DATA





|                              |  |  |  | 2011        |  | 2010        |  | 2009        |  | 2008      
|----------------------------- |  |  |  | ----------- |  | ----------- |  | ----------- |  | ----------
|Net Revenues                  |  |  |  | $409,317    |  | $83,900     |  | $2,006,220  |  | $3,609,318
|Income (loss) from operations |  |  |  | (574,348)   |  | (1,336,594) |  | 411,211     |  | 1,950,784 
|Net other income (expense)    |  |  |  | (746,784)   |  | (2,329,514) |  | (8,912,469) |  | 408,498   
|Net income (loss)             |  |  |  | (1,178,297) |  | (3,568,438) |  | (8,440,431) |  | 2,359,282 
|Net income (loss) per share   |  |  |  | (0.01)      |  | (0.02)      |  | (0.04)      |  | 0.01      
|Total assets                  |  |  |  | $1,648,162  |  | $1,003,650  |  | $2,866,518  |  | $8,334,115
|Total liabilities             |  |  |  | $9,212,348  |  | $8,141,454  |  | $6,727,662  |  | $4,288,657







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.





RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2011 AND JUNE
30, 2010



Revenues:



The Company generated net revenue of $409,317 from consulting  and
advisory services for the year ended June 30, 2011, as compared to $83,990 for the year ended June 30, 2010, which represented
an increase in consulting and advisory revenue.



Operating Expenses:



The Company incurred total operating expenses
of $983,664 for the year ended June 30, 2011 as compared to $1,420,582 for the year ended June 30, 2010. This represents a 31%
decrease in operating expenses from the prior year.  The decrease was primarily due to the decrease in professional services
and general and administrative expenses relative to a decrease in consulting and advisory services. The Company’s professional
fees have increased 1% to $341,565 for the year ended June 30, 2011 compared to $332,191 in the prior year. This is mainly due
to an increase in auditing fees. Consulting fees were decreased by 10% from $231,341 in the prior year to $206,871 in the current
year.



Net income (loss) from operations:



The Company had net loss from operations of $574,348
for the year ended June 30, 2011 as compared to $1,336,593 for the year ended June 30, 2010. This was mainly due to the revenue
generated during 2011 in the amount of $409,317 compared to revenue of $83,990 generated in 2010 and 31% decrease in operating
expenses during the current fiscal year.  The decrease in operating expenses was primarily due to the decrease in general
and administrative expenses during the current fiscal year.



Net income:



The
Company had net loss of $1,178,297 for the year ended June
30, 2011 as compared to $3,568,438 for the year ended June 30, 2010.  The Company also recorded a loss on debt settlement
of $402,107 for the year ended June 30, 2011 compared to $2,701 for the year ended June 30, 2010. The interest expenses increased
to $557,173 for the year ended June 30, 2011 compared to $507,396. There is no impairment of marketable securities for the year
ended June 30, 2011 compared to $1,750,000 for the year ended June 30, 2010 and no impairment of loan receivable for the year ended
June 30, 2011, compared to $109,600 for the year ended June 30, 2010. The net loss based on the basic and diluted weighted average
number of common shares outstanding for the year ended June 30, 2011 was ($0.01) as compared to ($0.02) for the year ended June
30, 2010.



LIQUIDITY AND CAPITAL RESOURCES



We must continue to raise capital to fulfill
our plan of acquiring other companies and assisting in the development of those internally. The Company expects that the working
capital cash requirements over the next 12 months will be generated from operations and additional financing.



We had cash and cash equivalents of $61,270 and $75,299 as of June
30, 2011 and June 30, 2010, respectively.



Our operating activities used $354,020 cash in
the year ended June 30, 2011 compared to cash provided of $119,771 in the year ended June 30, 2010.



Cash used in investing activities was $218,556
compared to $208,902 in the year ended June 30, 2011 and 2010, respectively.  During the years ended June 30, 2011 and 2010,
the Company received $0 and $47,385, respectively from the sale of marketable securities. The Company spent $0 and $1,165 to purchase
marketable securities in the years ended June 30, 2011 and 2010, respectively.



Cash provided
by financing activities was $558,544 and $126,618 for the years ended June 30, 2011 and 2010, respectively.  For the year
ended June 30, 2011, this was primarily from proceeds on notes including borrowing from officers in the amount of $29,470 and from
unrelated parties in the amount of $476,000, offset by total payments on notes amounting $163,550 and purchase of treasury shares
of $482. For the year ended June 30, 2010, proceeds from notes totaled $221,326, borrowings from officers totaled $208,992, reduced
by the payments on notes amounting $436,889 and purchase of treasury shares of $11,811.





SHORT TERM NOTES PAYABLE:



As of June 30, 2011 and 2010, the Company has short term notes payable amounting
$2,432,456 and $2,400,546 with accrued interest of $1,872,479 and $1,367,980, respectively.  These notes bear interest rates
ranging from 6% to 36% per annum. $1,744,982 of these short term notes are past due and $258,976 are due on demand as of June 30,
2011. During the year ended June 30, 2011 and 2010, the Company paid $249,750 and $130,865 of principal and $22,710 and $68,395
of interest on short term notes. Some of the notes payable are secured by assets of the Company as summarized below:



|Note balance | Secured by                                                                                  
|------------ | --------------------------------------------------------------------------------------------
|$115,000     | 400,000 Catalyst Resource
        Group shares
        500,000  Catthai Corp.
        shares
|$550,000     | 35,000 Cavico Corp. shares
        500,000 Catthai Corp. shares                             
|$150,000     | 1,500,000 PHI Mining Group shares                                                           
|$100,000     | 1,500,000 PHI Mining Group shares                                                           



DUE TO PREFERRED STOCKHOLDERS

The Company classified $215,000 of preferred stock
previously subscribed in one of its subsidiaries as a current liability payable to holders of preferred stock due to non compliance
of preferred shares subscription agreement.  This amount was past due as of June 30, 2011. The Company made $5,000 interest
payment during the year ended June 30, 2007.



The interest payable to holders of preferred stock
of $284,255 and $258,455 has been included in accrued interest included in account payable and accrued expenses on the balance
sheet as of June 30, 2011 and June 30, 2010.





COMPANY'S PLAN OF OPERATION FOR NEXT 12 MONTHS



Our primary scope of business consists of mergers and
acquisitions, merger and acquisition advisory services, real estate development, hospitality, healthcare services, mining, and
investments in other special situations with potential for high growth.  For the next twelve months, the Company intends to
emphasize on M&A advisory services for small and mid-sized companies in the US and the Pacific Rim; to focus on the development
of the real estate program in Chu Lai, Central Vietnam, and housing in Hanoi and Ho Chi Minh City through PhiLand Ranch Limited;
to develop mining business through PHI Mining Group, Inc.; to pursue oil and gas development opportunities through Providential
Energy Corporation; and to engage in other special situations that may create value for the Company’s shareholders. There
is no guaranty that the Company will be successful in any of its plans.



FINANCIAL PLANS



Management has taken action and is formulating
additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs
through June 30, 2011 and beyond. Among the actions to be taken, the Company intends to raise additional capital from the US and
international markets and is currently in the process of attaining additional financing. In addition, the Company also anticipates
generating more revenue through its proposed mergers and acquisitions. No assurances can be made that management will be successful
in achieving its plan.



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 operations are conducted in Vietnam
using Vietnamese Dong, which is the official currency of Vietnam. The effect of the fluctuations of exchange rates is considered
minimal to our business operations.

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 majority of our income is paid with the
marketable securities, the value of our assets may fluctuate significantly depending on the market value of the securities we hold.





ITEM 8. FINANCIAL STATEMENTS

PHI GROUP, INC.

INDEX TO FINANCIAL STATEMENTS





|                                                                                                           |  |  |     | 
|---------------------------------------------------------------------------------------------------------- |  |  | --- | 
|Report of Independent Registered Public Accounting Firm                                                    |  |  | F-1 | 
|                                                                                                           |  |  |     | 
|Balance Sheet as of June 30, 2011 and June 30, 2010 (restated)                                             |  |  | F-2 | 
|                                                                                                           |  |  |     | 
|Statement of Operations for the years ended June 30, 2011 and June 30, 2010 (restated)                     |  |  | F-3 | 
|                                                                                                           |  |  |     | 
|Statement of Stockholders’ Equity (Deficit) for the years ended June 30, 2011 and June 30, 2010 (restated) |  |  | F-4 | 
|                                                                                                           |  |  |     | 
|Statement of Cash Flows for the years ended June 30, 2011 and June 30, 2010 (Restated)                     |  |  | F-5 | 
|                                                                                                           |  |  |     | 
|Notes to Financial Statements                                                                              |  |  |     | 















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board
of Directors and Stockholders
PHI Group, Inc. (formerly, Providential Holdings, Inc.)

We have audited the accompanying
consolidated balance sheets of PHI Group, Inc. (a Nevada corporation) and its subsidiaries as of June 30, 2011 and the related
consolidated statements of operations, stockholders' equity, and cash flows for the year ended June 30, 2011. These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the consolidated financial statements of PHI Group, Inc. and subsidiaries
for the year ended June 30, 2010, which statements reflect total revenues of $ 83,990 and net loss of $3,568,438 respectively.
Those statements were audited by other auditors whose report has been furnished to us, on those statements included an explanatory
paragraph that described the substantial doubt about the Company’s ability to continue as a going concern as discussed in
Note 20 to the consolidated financial statements. The consolidated financial statements of PHI Group, Inc. as of June 30, 2010
have been restated and the predecessor auditor reported on such financial statements before restatement.

We conducted our audit
of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the consolidated financial position of PHI Group,
Inc. and subsidiaries as of June 30, 2011 and the results of its consolidated operations and its cash flows for the year ended
June 30, 2011 in conformity with accounting principles generally accepted in the United States of America.

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 liabilities in the normal course of business. The Company has accumulated deficit of $28,177,788
and net loss amounting $1,178,297 for the year ended June 30, 2011.  These factors as discussed in Note 22 to the consolidated
financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 22. The consolidated financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

As discussed in Note
24, the consolidated financial statements for the year ended June 30, 2010 have been restated.

October 05, 2011

/s/ Dave Banerjee CPA,

An Accountancy Corp.,

6301 Owensmouth Ave., Ste 750, Woodland Hills, CA 91367

















|PHI GROUP, INC. AND SUBSIDIARIES                                                                 
|-------------------------------------------------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                                                                      
|FOR THE YEARS ENDED JUNE 30, 2011 AND 2010                                                       
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|ASSETS                                                                                           
|Current assets:                                                                                  
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Property and Equipment                                                                           
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Other assets:                                                                                    
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                            
|Current liabilities:                                                                             
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Stockholders' equity:                                                                            
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|The accompanying notes form an integral part of these unaudited consolidated financial statements











|PHI GROUP, INC. AND SUBSIDIARIES                                                                 
|-------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                            
|FOR THE YEARS ENDED JUNE 30, 2011 AND 2010                                                       
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Net revenues                                                                                     
|                                                                                                 
|                                                                                                 
|Operating expenses:                                                                              
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Loss from operations                                                                             
|                                                                                                 
|Other income and (expenses)                                                                      
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Loss before minority interest                                                                    
|                                                                                                 
|Net loss                                                                                         
|                                                                                                 
|Net loss per share:                                                                              
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Weighted average number of shares outstanding:                                                   
|                                                                                                 
|                                                                                                 
|                                                                                                 
|The accompanying notes form an integral part of these unaudited consolidated financial statements











|PHI GROUP, INC. AND SUBSIDIARIES                                                                 
|-------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                            
|FOR THE YEARS ENDED JUNE 30, 2011 AND 2010                                                       
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Cash flows from operating activities:                                                            
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Cash flows from investing activities:                                                            
|                                                                                                 
|                                                                                                 
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|                                                                                                 
|                                                                                                 
|Cash flows from financing activities:                                                            
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Net decrease in cash and cash equivalents                                                        
|Cash and cash equivalents, beginning of period                                                   
|Cash and cash equivalents, end of period                                                         
|                                                                                                 
|Supplemental disclosures of cash flow information                                                
|Cash paid for taxes                                                                              
|Cash paid for interest                                                                           
|Non-cash investing and financing activities:                                                     
|Shares to be issued for payment of accrued activities                                            
|                                                                                                 
|The accompanying notes form an integral part of these unaudited consolidated financial statements













|PHI
    GROUP, INC. AND SUBSIDIARIES                                                       
|-------------------------------------------------------------------------------------------
|STATEMENT
    OF STOCKHOLDERS' EQUITY                                                      
|FOR
    THE YEARS ENDED JUNE 30, 2011 AND 2010                                             
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Balance
    at June 30, 2009                                                               
|                                                                                           
|                                                                                           
|Shares
    issued for payment of accrued salaries                                          
|Shares
    issued for service                                                              
|Recapitalization                                                                           
|Net
    income for the year                                                                
|Balance
    at June 30,2010                                                                
|                                                                                           
|                                                                                           
|Shares
    issued for Conversion Note                                                      
|Recapitalization                                                                           
|Shares
    issued for service                                                              
|Net
    income for the year                                                                
|Balance
    at June 30,2011                                                                
|                                                                                           
|The
    accompanying notes form an integral part of these consolidated financial statements















































PHI GROUP, INC. AND SUBSIDIARIES

(FORMERLY, PROVIDENTIAL HOLDINGS, INC.)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE
1–NATURE OF BUSINESS

PHI Group, Inc., ("PHI")
is engaged in a number of business activities, the scope of which includes consulting and merger and acquisition advisory services,
real estate and hospitality development, mining, natural resources, and investing in special situations. The Company invests in
various business opportunities within its chosen scope of business, provides financial consultancy and M&A advisory services
to U.S. and foreign companies, and acquires selective target companies under special situations to create additional value for
its shareholders.

In May 2003, the Company
formed a subsidiary under the name of Providential Capital to provide financial products and services for the micro-small cap arenas
and to manage the Company's proprietary merger and acquisition activities.  This subsidiary changed its name to PHI Capital
Holdings, Inc. in May 2010.

On July 7, 2003 a wholly-owned
DBA of Providential Holdings, Inc, Touchlink Communications was formed to provide point-of-sale (POS) terminals and prepaid calling
cards to retailers, convenient stores and non-profit organizations across the US. This company was later incorporated as a
Nevada corporation in February 2004 under the name of Touchlink Communications, Inc. to provide long distance services to residential
and business customers in the United States. This subsidiary, which did not have any operations during the years ended June 30,
2011 and 2010, is the process of re-organization to become a separate publicly traded company in which PHI Group, Inc. will hold
a minority interest.

On December 31, 2003,
the Company formed Providential Oil & Gas, Inc., a Nevada corporation and wholly-owned subsidiary, to pursue independent oil
and gas business. On June 14, 2006, Providential Oil & Gas, Inc. changed its name to Providential Energy Corporation to expand
its scope of business to potentially include alternative energy such as fuel cells and biodiesel. Subsequently, this subsidiary
changed its name to PHI Energy Corporation. This entity did not have any operations during the years ended June 30, 2011 and 2010.

In September 2004, Provimex,
Inc., formerly a majority-owned subsidiary of the Company, was incorporated as a Nevada corporation in September 2004 to engage
in import and export business. This company, which did not have any operations during the years ended June 30, 2011 and 2010, is
in the process of re-organization to become a separate public company in which PHI Group, Inc. holds a minority interest.

In July 2007, PhiLand
Corporation, a Nevada corporation and wholly owned subsidiary of the Company, was formed to engage in real estate development in
Quang Nam Province, Vietnam.  In July 2007, PHI Group, Inc. entered into a principle agreement with the People’s Committee
of Quang Nam Province, which would allow the Company to lease approximately 8,000 acres of land south of Hoi An City, Quang Nam
Province, Vietnam to develop an integrated tourism zone under a 70-year lease term.  In December 2007, PhiLand Corporation
formed a wholly-owned subsidiary PhiLand Vietnam Ltd., a limited liability company registered under the laws of Socialist Republic
of Vietnam to manage the luxury resort and residential community development project in Chu Lai, Nui Thanh District, Quang Nam
Province (“Pointe91”). In April 2007, the Company formed a Singapore-based public company limited by shares under the
laws of the laws of the Republic of Singapore, PhiLand Ranch Ltd. (Singapore), Company No. 200906217G, ISIN No. SG9999006092, intended
to be the publicly traded holding company for real estate and hospitality development in Vietnam and Southeast Asia. In June 2009,
the Company formed PhiLand Ranch Limited (UK), a company registered under the laws of England and Wales, Company No. 6923797, ISIN
No. GB00B5461K52, to be the global holding company listed on the Frankfurt Stock Exchange to consolidate all real estate and hospitality
business activities of the Company. In June 2009, PhiLand Ranch Limited (UK) acquired all the issued and outstanding common stock
of PhiLand Corporation in exchange for 23,849,800 ordinary shares of PhiLand Ranch Limited (UK) and also exchanged 1,000,000 shares
of its ordinary stock for all the issued and outstanding stock of PhiLand Ranch Ltd. (Singapore). As a result, PhiLand Ranch Limited
(UK) has become the parent of PhiLand Corporation, PhiLand Vietnam Ltd., and PhiLand Ranch Ltd (Singapore), now known as PHI Oil
& Gas, Ltd, and PHI Group, Inc. received 18,734,753 shares of ordinary stock of PhiLand Ranch Limited (UK) in exchange for
its holding in PhiLand Corporation.

In March 2007, the Company
received 900,000 shares of Bio-Warm Corp., a Nevada corporation, for advisory services valued at $675,000. Bio-Warm Corp. subsequently
acquired 100% of Vietnam-based Dai Dung Metallic Manufacture Construction and Trade Company (DDMMCT) and changed its name to DDC
Industries, Inc. In June 2007, the Company received 3,763,753 shares of DDC Industries’ common stock for services performed
in the merger of Bio-Warm Corp. and DDMMCT which was closed on March 30, 2007. During the year ended June 30, 2008 PHI Group, Inc.
received the remaining 3,763,753 shares of BioWarm Corp’s common stock pursuant to the Business and Consulting Agreement
between Bio-Warm and the Company. The merger agreement with DDMMCT was rescinded on November 18, 2008 in entirety and shareholders
of DDMMCT agreed to return 28,610,025 shares of 30,110,025 issued shares. On December 1, 2008, DDC Industries Inc. changed its
name to PHI Mining Group, Inc. and as of December 31, 2010, the Company’s name was changed
to PHI Gold Corp. to focus on gold mining business.

In March 2008, Indochina
Mining Corporation, a Nevada corporation, was incorporated to engage in the exploitation and processing of diatomite mines. On
April 14, 2008, Indochina Mining Corporation (IMC), entered into a Cooperation agreement with Phu Yen Minerals Joint Stock Company
(PYMICO). Under this agreement, PYMICO and IMC would cooperate to contribute capital for establishment of a joint venture enterprise
specializing in exploitation and processing of diatomite in Phu Yen Province, Vietnam and IMC would acquire a maximum of 30% shares
of PYMICO. This joint venture did not materialize.

In May 2008, Providential
Vietnam, Ltd., a Vietnamese limited liability company and wholly-owned subsidiary of the Company, was formed to provideM&A advisory services and other management consulting, services. This subsidiary did not generate any revenue during the fiscal
year ended June 30, 2011.

In
December 2008, Indochina Mining Corporation entered into stock purchase agreement withPHI Gold Corp(formerly PHI Mining Group and DDC Industries, Inc.) to exchange all of its capital stock for the same number of newly issued shares
ofPHI Gold Corp. As a result, PHI Group, Inc. owns approximately 83% ofPHI Gold Corp.

On October 28, 2010,
PHI Gold Corporation (formerly PHI Mining Group, Inc.) signed an agreement with CCHI Canadian Holdings Inc., a New Brunswick corporation,
Canada, to acquire all the issued and outstanding stock of Maisy Mae Mining Inc., a New Brunswick corporation, Canada, with 100%
owned by CCHI Canadian Holdings, Inc. The purchase price was $3,500,000, payable in a combination of cash and marketable securities.
The transaction was closed effective April 4, 2011. The transaction closed with the issuance shares of the Company’s subsidiary
PhiLand Ranch Limited (UK). Maisy Mae Mining Inc. is engaged in a placer mining business in the Yukon Territory, Canada in connection
with a mine known as the Maisy Mae Creek Mine.

On April 8, 2011, PHI
Energy Corporation signed an Asset Purchase Agreement with PT. Dian Anugrah Pratama (“DAP”), an Indonesia corporation,
to acquire an estimated mineable reserve of ten million (10,000,000) metric tons of coal located in an area of approximately 423
hectares, at Kecamatan Kapur IX, Kabupaten Lima Puluh Kota, Propinsi Sumatera Barat, Indonesia, from DAP in exchange for 20,000,000
shares of common stock of PHI Energy Corporation. Subsequently, on May 10, 2011 PHI Energy signed an Agreement of Purchase and
Sale with DAP, which superseded and replaced all prior arrangements and understandings with DAP, whereby PHI Energy Corporation
will buy total estimated mineable reserves of thirty-three million (33,000,000) metric tons of  coal from DAP in exchange
for $3,000,000 in cash and 47,000,000 in common stock of PHI Energy Corporation. This transaction was closed on May 31, 2011. PHI
Energy Corporation agreed to file a registration statement to register 4,700,000 shares of its common stock within two months following
the closing of this transaction for the benefits of DAP, PHI Group Inc. and all related shareholders. However, as of the date of
this report, this transaction may be subject to a mutual rescission because certain terms and conditions have not been met by the
parties.

On April 25, 2011, PHI
Medical Ltd., a wholly owned subsidiary of PhiLand Ranch Limited (UK), changed its name to PHI Oil and Gas, Ltd., a Singapore public
company limited by shares, to focus on oil and gas business.

On April 27, 2011, PHI
Oil and Gas Ltd. signed a Business Cooperation with AXN Group, LLC, a Delaware corporation, to cooperate in oil and gas activities
whereby AXN Group and its affiliates will own 70%, PHI Group will own 15% and PhiLand Ranch will own 15% of PHI Oil and Gas Ltd.
PHI Oil and Gas Ltd. will be responsible for listing its shares on the Singapore Stock Exchange as soon as practical, but no later
than six months following the acquisition of any oil and gas properties, assets or businesses through arrangements with AXNG.  PHI
Group intends to continue to pursue its healthcare initiatives in Southeast Asia through a strategic alliance to be announced in
the future.

OnJune 01, 2011, Provimex, Inc. (“Provimex”) acquired the 100% issued and outstanding capital stock of Humex Medical
Group Corp., a California corporation, (“Humex”) in exchange solely for 58,333,333 share of Provimex’s common
stock, par value 0.001. After the merger, shareholders of Humex owns 70% of Provimex Inc., The Provimex shares have not been registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and have not been listed on any foreign exchange.
The Board of Directors and the majority shareholders of Humex approved the exchange and on June 30,
2011, and the business combination was completed.



NOTE
2–SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

PRINCIPLES OF CONSOLIDATION

The
consolidated financial statements include the accounts of PHI Group, Inc., and its subsidiaries, Providential Securities, Inc.,
PHI Capital Holdings, Inc. (formerly Providential Capital, Inc.), Provimex, Inc., PHI Energy Corporation, Touchlink Communications,PHI Gold Corp, Providential Vietnam and PhiLand Ranch Limited (UK), and its 100% owned subsidiary
PhiLand Corporation, Ltd., collectively referred to as the "Company". All significant inter-company transactions have
been eliminated in consolidation.  Providential Securities, Inc., Provimex, Inc., and Touchlink Communications are inactive.

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.

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 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 ("OTC:BB") or Pink Sheets.  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, 2011and 2010 the marketable securities have been recorded at $174,650 and $0.00, respectively based upon the
fair value of the marketable securities.



ACCOUNTS RECEIVABLE



Management reviews the composition
of accounts receivable and analyzes historical bad debts. As of June 30, 2011, the Company had balance of $6,000 as accounts
receivable.

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 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 Company has the following dilutive stock warrants as of June 30,
2011 and 2010.

|         | 2011    | 2010   
|-------- | ------- | -------
|Warrants | 250,000 | 250,000
|Total    | 250,000 | 250,000





The net earnings per share is computed as follows:



|                                                             | 2011              | 2010 (Restated)    
|------------------------------------------------------------ | ----------------- | -------------------
|Basic and diluted net loss per share:                        |                   |                    
|Numerator:                                                   |                   |                    
|Net income(loss)                                             | $    (1,178,297)  | $     (3,568,438)  
|Denominator:                                                 |                   |                    
|Basic weighted average number of common shares outstanding   | 202,343,447       | 196,619,950        
|Basic net income (loss) per share                            | $          (0.01) | $           (0.02) 
|Diluted weighted average number of common shares outstanding | 202,343,447       | 196,619,950        
|Diluted net income (loss) per share                          | $          (0.01) | $            (0.02)



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



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, 2011, 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 following types of investments
based upon the methodology for determining fair value.



Level 1 - Quoted prices in active markets for identical
assets or liabilities.



Level 2 - Observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.



Level 3 - Unobservable inputs that are supported by
little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes various
approaches to measure fair value for available-for-sale securities.



Assets measured at fair value on a recurring basis
are summarized below. The Company has no financial liabilities measured at fair value on a recurring basis.

Available-for-sale securities

|              | Level 1 | Level 2 | Level 3 | Total  
|------------- | ------- | ------- | ------- | -------
|June 30, 2011 | 0       | 0       | 174,650 | 174,650
|June 30, 2010 | 0       | 0       | 0       | 0      



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.

PHI Group Inc., received 3,500,000 shares of
Vietnam United Steel Corporation [VUSC] for consulting services provided during the year ended June 30, 2009. These shares constituted
20% ownership in VUSC and were valued at $1,750,000, and considered by management to be Level 3 in the valuation hierarchy, due
to the share’s little or no market activity. These shares were valued using the (undiscounted) cash flow method. Based on
the audited financial statements for the year ended December 31, 2007 of VUSC, a projected cash flow for three consecutive fiscal
periods were calculated, with a conservative increase of 20% per year. In addition to the cash flow projection, the Company also
discounted the quoted market price by 50% of the market price at the time of completion of the services provided. The management
believed at the time of completion of the transaction that the fair value was approximately $0.50/share at that time. However,
as of June 30, 2010, management have permanently impaired $1,750,000 from 3,500,000 shares of Vietnam United Steel Corporation
due to this company’s lack of financial disclosure and trading activity. 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 security either into Level 1 or Level 2, depending on the type of inputs.

REVENUE RECOGNITION

The Company's revenue recognition policies are
in compliance with ASC 13 (previously Staff accounting bulletin (SAB) 104).  The Company recognizes consulting and advisory
fee revenues when the transaction is completed and the service fees are earned. Expenses are recognized in the period in which
the corresponding liability is incurred. Payments received before all of the relevant criteria for revenue recognition are recorded
as unearned revenue.

ADVERTISING



The Company expenses advertising costs as incurred.
 Advertising costs for the years ended June 30, 2011 and 2010 were $4,346 and $1,910 respectively.



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, 2011 and 2010, respectively, no comprehensive income or loss is 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 segment that generated revenues during the years ended June 30, 2011 and 2010.









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 April 2010, the FASB issued Accounting Standards
Update 2010-13 (ASU 2010-13), "Compensation - Stock Compensation (Topic 718)." This Update provides amendments to Topic
718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which
a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market,
performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning
on or after December 15, 2010. The provisions of ASU 2010-13 are not expected to have a material effect on the Company's consolidated
financial statements.

In July 2010, the FASB issued an accounting
update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio
and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater
level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of
the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed
in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses.
The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of
fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning
in the third quarter of fiscal 2011. The Company is currently evaluating the impact of this accounting update on its financial
disclosures.



NOTE
3– NASD EXAMINATION AND DISCONTINUANCE
OF PROVIDENTIAL SECURITIES, INC.



After the completion of a routine
audit of Providential Securities, Inc. ("Providential") in July and August 2000, the National Association of Securities
Dealers, Inc. alleged that Providential violated certain provisions of the NASD's Conduct Rules 2120, 2330, 2110 and 3010, and
Rules 15c2-4, 10b-5, 10b-9 and 15c3-3 of the Securities and Exchange Commission. Providential Securities, Inc. and Henry Fahman
voluntarily submitted a Letter of Acceptance, Waiver and Consent ("AWC",), which was accepted by NASD Regulation, Inc.
on October 27, 2000.



Providential Securities, Inc. was
censured, fined $115,000.00 and required to offer rescission to those public customers who participated in the Providential Private
Placement.  In addition, Henry Fahman was banned, in all capacities, from associating with any NASD member. Based upon the
above-mentioned circumstances, Providential Securities, Inc. withdrew its membership from the NASD in October 2000 and ceased its
securities brokerage operation.  The fine of $115,000 is included in accrued expenses in the accompanying consolidated financial
statements.  The Company has offered all Preferred Stock holders rescission on their investment.  During the year ended
June 30, 2004, $235,000 from the amount due to Preferred Stock Holders plus $105,600 in related dividends payable totaling $340,600
has been paid either in cash or with the issuance of common stock. The balance of unredeemed preferred shares and the related interest
has been included in current liabilities on the accompanying consolidated financial statements (Note 13).





NOTE 4 – LOANS RECEIVABLE
FROM RELATED PARTIES



Loans receivable from related parties consist of the following
at June 30, 2011 and 2010:



|                                              | 2011     | 2010  
|--------------------------------------------- | -------- | ------
|Loan to Cavico Corp & Catalyst Resource Group | 100      | 2,020 
|Loan to Catthai Corp.                         | 100      | 100   
|Total                                         | $    200 | $2,120







NOTE 5 – OTHER CURRENT ASSETS



The Other Assets comprise of the following as of June 30,
2011 and 2010:



|
|

|                            | 2011   | 2010  
|--------------------------- | ------ | ------
|Advance for shares purchase | $  780 | $  780
|Prepaid and Other           |        | 2,697 
|Total                       | $  780 | $  780

|
|





NOTE
6–MARKETABLE EQUITY SECURITIES AVAILABLE
FOR SALE

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 Pink Sheets.  As such, each investment is accounted for in accordance with the provisions of SFAS No. 115.

Marketable securities classified as
available for sale consisted of 1,746,500 shares of Vietnam Mining Corporation that were earned for consulting services rendered.
The fair value of shares received was $174,650 as of June 30, 2011.



















NOTE 7 – PROPERTY AND EQUIPMENT



Property and equipment at June 30, 2011 and 2010
consists of the following:



|                              | 2011        | 2010       
|----------------------------- | ----------- | -----------
|Equipment                     | $    84,853 | $    89,691
|Furniture and Fixtures        | 69,953      | 59,115     
|                              |             |            
|Automobiles                   | 58,000      | 58,000     
|                              |             |            
|Subtotal                      | 206,806     | 206,806    
|Less Accumulated Depreciation | (205,034)   | (202,290)  
|Total net fixed assets        | $ 1,771     | $   4,516  























Depreciation expenses
were $2,745 and $19,233 for the fiscal years ended June 30, 2011 and 2010, respectively.



NOTE 8– OTHER
ASSETS

During the quarter ended March 31, 2011, PhiLand
Vietnam Ltd., a wholly owned subsidiary of the PhiLand Ranch Ltd., made a security deposit in the amount of $172,203 to the Chu
Lai Open Economic Zone Authority, Quang Nam Province, Vietnam as a guarantee for its Pointe91 development project at Bien Rang,
Chu Lai, Nui Thanh District, Quang Nam Province, Vietnam. During the quarter ended June 30, 2011, the Company signed a consulting
agreement to assist Agent155 Media Corp., a Delaware corporation, with respect to its corporate restructuring and business combination
with Freshwater Technologies, Inc., a Nevada corporation.  As part of the restructuring requirements, the Company made
a payment to Manning Elliot LLP in the amount of $24,476 on behalf of Freshwater Technologies, Inc. to facilitate the transaction
between Agent155 Media Corp. and Freshwater Technologies, Inc.





NOTE 9 – CONSTRUCTION IN PROGRESS



SFAS No. 34 “Capitalization of Interest”
establishes the standards for capitalizing interest cost as part of the historical cost of acquiring certain assets. To qualify
for interest capitalization, assets must require a period of time to get them ready for their intended use. Example is an asset
that an enterprise constructs for its own use or lease that is constructed as a discrete project, such as real estate projects.
Interest capitalization is required for those assets if its effect compared with the effect of expensing interest is material.
The interest cost eligible for capitalization shall be the interest cost recognized on borrowings and other obligations.



Construction in progress represents the costs
incurred by PhiLand Corporation, a subsidiary of the Company for real estate development amounting to $1,153,632 as of June 30,
2011. The costs included interest capitalized of $456,400.









NOTE 10 – ACCOUNTS PAYABLE AND
ACCRUED EXPENSES



The accounts payable and accrued expenses at June 30,
2011 and 2010 consist of the following:



|                                    | 2011        | 2010       
|----------------------------------- | ----------- | -----------
|Accounts payable & Accrued Expenses | $ 1,386,164 | $ 1,462,010
|Accrued salaries and payroll taxes  | 429,544     | 292,519    
|Accrued interest                    | 2,165,264   | 1,267,207  
|Accrued legal                       | 396294      | 385,084    
|Accrued consulting fees             | 173,890     | 177,981    
|Total                               | $ 4,451,136 | $ 3,584,801







NOTE 11 – DUE TO OFFICER



Due to officer, represents advances made by officers
of the Company and its subsidiaries, which are non-interest bearing, except for $100,000 as described below, unsecured and due
on demand. As of June 30, 2011 and 2010, the balances were $1,317,949 and $1,126,529, respectively.



As of June 30, 2011, the Company has a short
term note payable amounting $100,000 with interest bearing $3,000 per month payable to member of the Board of Directors.





NOTE 12 – LOANS AND PROMISSORY
NOTES



SHORT TERM NOTES PAYABLE:



As of June 30, 2011 and June 30, 2010, the Company
had short term notes payable amounting to $2,432,456, and $2,400,546 with accrued interest of $1,872,479 and $1,367,980 respectively.
These notes bear interest rates ranging from 6% to 36% per annum. $1,744,982 of these short term notes are past due and $258,976
are due on demand.

Some of the notes payable are secured by assets
of the Company as summarized below:

|Note Balance | Secured by
|------------ | ----------
|$            | 115,000   
|             |           
|$            | 550,000   
|             |           
|$            | 150,000   
|$            | 100,000   

The Convertible Promissory Note issued to Asher Enterprises,
Inc. (“Asher”) on May 10, 2010 is $ 50,000, net of discount $18,500. This convertible note was due and payable on February
14, 2011 with interest of 8% per annum. This note is convertible at the election of Asher from time to time after the issuance
date. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum
and the note becomes immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding
principal and interest. The note agreement contains covenants requiring Asher’s written consent for certain activities not
in existence or not committed to by the Company on the issuance date of the note, as follows: dividend distributions in cash or
shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $50,000, and certain guarantees
to third-party liabilities. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any
time by Asher after the issuance date into an equivalent of the Company’s common stock determined by 65% of the average of
the three lowest closing trading prices of the Company’s common stock during the ten trading days prior to the date the conversion
notice is sent by Asher.



During the third quarter, the remaining $32,000 principal
of the convertible notes issued in May 10, 2010 has been converted into 4,638,760 shares.



On January 24, 2011, the Company issued a second Convertible
Promissory Note to Asher for $55,000 under similar terms and conditions.



The value of the derivative liability at June 30, 2011
is $97,049.



DUE TO PREFERRED STOCKHOLDERS:



The Company classified $215,000 of preferred
stock subscribed as a current liability payable to holders of preferred stock due to non compliance of preferred shares subscription
agreement. This amount was past due as of June 30, 2011.

The interest payable to holders of preferred
stock of $284,255 and $258,455 has been included in accrued interest included in account payable and accrued expenses on the balance
sheets as of June 30, 2011 and June 30, 2010, respectively.

UNEARNED REVENUE



The Unearned Revenue of $293,219 is the consulting
fee for the service performed by the Company that has not been completed as of June 30, 2011.



OTHER CURRENT LIABILITIES



Other current liabilities of $30,000 as of June 30,
2011 represent a refundable deposit in connection with a consulting agreement between the Company and its client. These amounts
are shown as other current liabilities on the consolidated financial statements.



















NOTE 13 – LITIGATION



LEGAL PROCEEDING SETTLED AND UNPAID AS OF JUNE 30, 2011:



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



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



CONSECO FINANCE VENDOR SERVICES CORPORATION
FKA GREEN TREE VENDOR SERVICES CORPORATION VS. PROVIDENTIAL SECURITIES, INC., HENRY D. FAHMAN AND TINA T. PHAN



In September 1997 Providential Securities,
Inc. entered into a written Lease Agreement to lease certain items of equipment from Green Tree Vendor Services, in return for
which Providential Securities, Inc. agreed to pay thirty-six monthly installments, each in the amount of $1,552. On or about September
12, 2000, and subsequently, Providential Securities, Inc. was unable to make the monthly payments to Claimant due to the lack of
revenues following the interruption and subsequent closure of its securities brokerage operations. (See Note 3) Claimant filed
a complaint for money with the Superior Court of the State of California, County of Orange (Case No. 01CC02613) on February 23,
2001 seeking $39,102 plus interest thereon at the legal rate from September 12, 2000. The claimant entered a judgment against Providential
Securities, Inc., Henry Fahman and Tina Phan for $48,933. The judgment amount has been accrued in the accompanying consolidated
financial statements.



PENDING LITIGATION:



NGON VU VS. PROVIDENTIAL SECURITIES, INC.



Claimant was a former employee of Providential Securities,
Inc. who was laid off in 2000 due to closure of business. The Claimant complained to the Department of Industrial Relations (DIR)
for allegedly unpaid vacation and salaries. On June 13, 2001, the DIR filed a request to enter a judgment against Providential
Securities, Inc. for $9,074 including wages and interest, penalty, post hearing and filing fee. The sought amount of $9,074 has
been accrued in the accompanying consolidated financial statements.



VERIO VS. PROVIDENTIAL SECURITIES, INC.



On or about April 1, 2003, Verio, Inc. filed a judgment
against Providential Securities, Inc., a wholly-owned subsidiary of the Company which was discontinued in October 2000, for a total
of $9,141.  This sum consists of $6,800 for services allegedly rendered by Verio, Inc. to Providential Securities, Inc. in
2000 and $2,341 for legal costs.  Both amounts have been accrued in the accompanying consolidated financial statements.



DOW JONES & COMPANY, INC. VS. PROVIDENTIAL SECURITIES,
INC. AND PHI GROUP, INC.



On March 19, 2002 Dow Jones & Company filed a complaint
with the Superior Court of California, County of Orange, West Justice Center (Case No. 02WL1633), against Providential Securities,
Inc., the discontinued operations of the Company, and PHI Group, Inc. for $9,973 plus prejudgment interest at the rate of ten (10%)
per annum from November 1, 2000, reasonable attorneys’ fees and other and further relief. This claim is in connection with
services allegedly rendered by the Plaintiff to Providential Securities, Inc. prior to November 2000. The Company intends to settle
this case. The sought amount of $9,973 (excluding interest) has been accrued in Accrued Expenses in the accompanying consolidated
financial statements.



KEY EQUIPMENT FINANCE, INC., VS. 49-6215601204 PROVIDENTIAL
SECURITIES, INC.; HENRY D. FAHMAN; TINA T. PHAN, CASE NO 06WL00289



On January 18, 2006 Key
equipment Finance filed a suit in the Superior Court of the State of California, County of Orange – West District claiming
breach of the terms of lease agreement by failure to make the monthly installment due although demand therefore was made. The remaining
balance due and owing to plaintiff under the lease is $14,439 plus interest from the date of default. The plaintiff also claiming
for breach of guaranty, common counts, unjustenrichment and cost of law suit and any other relief the Court may deem just
and proper. The amount of $14,439 has been accrued in the accompanying consolidated financial statements as of June 30, 2011.



DAVIDSON VS. DOAN ET AL.



On or about February 01, 2010, the company was notified
of a suit that was filed with the Superior Court of the State of California for the County of Los Angeles on November 24, 2009
by William Davidson, an individual against Martin Doan, Henry Fahman, HRCiti Corporation, and Providential Capital, Inc. (collectively
referred to as “Defendants” - Case No. BC 426831). Plaintiff demanded an amount of not less than $140,000.00 from Defendants
for promissory notes outstanding between Plaintiff and the company. The Company has accrued the potential liabilities associated
with these promissory notes in the accompanying consolidated financial statements as of June 30, 2011.



NASD CASE:



After the completion of a routine audit of Providential
Securities, Inc. in July and August 2000, the National Association of Securities Dealers, Inc. alleged that Providential violated
certain provisions of the NASD's Conduct Rules. As a result, Providential Securities, Inc. withdrew its membership from the NASD
in October 2000 and ceased its securities brokerage operation. $127,305, including $115,000 fine charged by NASD, is included in
accrued expenses in the accompanying consolidated financial statements. (Note 3)



ARBITRATION CASES:



The Company had four arbitration cases from day-traders
against Providential Securities, Inc., a discontinued stock brokerage operation of the Company.  The total amount of damages
for these cases, which were closed as of June 30, 2001, was $54,505.  This amount has been accrued in the accompanying consolidated
financial statements.











NOTE 14 –
PAYROLL LIABILITIES

The payroll liabilities
are accrued and recorded as accrued expenses in the consolidated balance sheet. As of June 30, 2011, the Company owed the Internal
Revenue Service and State of California Employment Development Department payroll tax, penalties and interest amounting to $101,820.



NOTE 15 – 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, 2011 were the
same since the inclusion of Common stock equivalents is anti-dilutive.





NOTE
16–STOCKHOLDER'S EQUITY



Effective April 13, 2009, the Company amended its articles
of incorporation to change its par values of preferred and common stock to $0.001. The Company has 400,000,000 authorized capital
stock, consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. The effect of the change has
been reflected retroactively in the consolidated financial statements.



Treasury Stock:



The balance of treasury stock as of June 30,
2011 was 1,330,440 shares valued at par, $1,330.

Common Stock:



During the year ended June 30, 2011 the company issued
14,600,395 shares of common stock valued at $529,206 in settlement of Asher Enterprise Convertible Promissory Notes.



Shares to be issued:



On 06/09/2006, Luberski Inc. transferred and
subsequently sold 1,000,000 shares of common stock of PHI Group, Inc. which belonged to the officer of the Company and were given
to Luberski, Inc. as collateral for the loan. As of June 30, 2007, the Company agreed to pay back 1,000,000 shares valued at $57,000
to the officer and recorded the transaction as shares to be issued.



Prepaid Consulting:



During the year ended June
30, 2010, the Company signed a consulting agreement for consulting service for one year. The Company issued 200,000 shares of common
stock to the consultant valued at $10,000 based upon the market value of the stock at the date of stock issuance.  The Company
amortized $5,000 during the year endedJune 30, 2011and 2010.





NOTE
17 – STOCK BASED COMPENSATION PLAN



Stock-Based Compensation:



On February 7, 2005, the Company adopted a stock-based
compensation plan and set aside 14,000,000 shares of common stock for selected eligible participants of the Company and subsidiaries,
and certain independent contractors providing certain services to the Company.



Prior to July 1, 2006, the Company measured stock compensation
expense using the intrinsic value method of accounting in accordance with Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations (APB No. 25). The company adopted SFAS No. 123-R effective July
1, 2006 using the modified prospective method.



Warrants:



During the quarter ended September 30, 2006,
the Company issued 250,000 stock warrants with a term of 5 years and a three year vesting period.  The following assumptions
were used in the Black-Scholes pricing model:





|Risk-free interest rate | 4.64%     
|----------------------- | ----------
|Expected life           | 5.00 years
|Expected volatility     | 198%      
|Expected dividend yield | 0%        



Following is a summary of the warrant activity for the year ended
June 30, 2011



|                           | Warrants outstanding | Exercise Price | Aggregate Intrinsic Value
|-------------------------- | -------------------- | -------------- | -------------------------
|Outstanding, June 30, 2010 | 250,000              | $0.015         | $3,000                   
|Granted                    | -                    |                | -                        
|Forfeited                  | -                    |                | -                        
|Exercised                  | -                    |                | -                        
|Outstanding, June 30, 2011 | 250,000              | $0.015         | $3,000                   





Following is a summary of the status of warrants outstanding at
June 30, 2011:



|Exercise Price | Total Warrants Outstanding | Remaining Life (Years) | Total Exercise Price | Warrants Exercisable | Exercise Price
|-------------- | -------------------------- | ---------------------- | -------------------- | -------------------- | --------------
|$0.015         | 250,000                    | 0                      | $0.015               | 250,000              | $0.015        









NOTE
18–LOSS ON SETTLEMENT OF DEBTS



The Company settled the notes payable principal
and related accrued interest of Asher Enterprise Inc. and Mr. Lukasik totaling $99,574 by issuance of 14,600,295 shares of its
common stock for the fair value of 529,206 and 50,960 shares of a subsidiary for the fair value of $15,768.  As a result,
the Company recorded a loss of $402,107 on settlement of debts as of June 30, 2011. For the same period in the prior year, the
Company recorded a loss of $2,701 on settlement of debts.



NOTE
19–RELATED PARTY TRANSACTIONS



The Company accrued $210,000 in salaries for Henry
Fahman (President of the Company) and Tina Phan (Secretary of the Company) during the years ended June 30, 2011 and June 30, 2010.



All revenues of the Company were generated by PHI Group
(parent company). The Company provides consulting services to its clients and revenues are considered earned when the services
are deemed complete. The Company receives consideration for consulting services provided either with cash and/or common stock of
the client company. No revenues were earned by any of the Company’s subsidiaries during the periods for which the income
statements are presented.

During the period ended June 30, 2011, the
Company earned the following revenues:

|Revenue               | Related/Unrelated | Consideration | Type of Consideration
|--------------------- | ----------------- | ------------- | ---------------------
|                      |                   |               |                      
|Consulting Fee        | Unrelated Party   | $   216,667   | Cash                 
|Consulting Fees       | Unrelated Party   | 174,650       | Shares of Stock      
|Management Fees       | Unrelated Party   | 18,000        | Cash                 
|Total revenues earned |                   | $   409,317   |                      



During the period ended
June 30, 2010, the Company earned the following revenues:

|Revenue               | Related/Unrelated | Consideration | Type of Consideration
|--------------------- | ----------------- | ------------- | ---------------------
|                      |                   |               |                      
|Consulting Fees       | Unrelated Party   | $   59,990    | Cash                 
|Management Fees       | Unrelated Party   | 24,000        | Cash                 
|Total revenues earned |                   | $   83,990    |                      







NOTE
20–INCOME TAXES

|No provision was made for income tax since the Company has significant net operating loss carry forward. Through June 30, 2011, the Company incurred net operating losses for tax purposes of approximately $23.9 million.  The net operating loss carry forward may be used to reduce taxable income through the year 2030. Net operating loss for carry forwards for the State of California is generally available to reduce taxable income through the year 2020.  The availability of the Company's net operating loss carryforward is subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
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The components of the net deferred tax asset
are summarized below:

|(Value in 1,000,000) | June 30, 2011 | June 30, 2010
|-------------------- | ------------- | -------------
|Deferred tax asset   | $     6.3     | $    5.8     
|Valuation  allowance | (6.3)         | (5.8)        
|                     | $       -     | $        -   

The following is a reconciliation of
the provision for income taxes at the U.S. federal income tax rate to the income taxes reflected in
the Consolidated Statements of Operations:

|                                               | June 30, 2011 | June 30, 2010
|---------------------------------------------- | ------------- | -------------
|Tax expense (credit) at statutory rate-federal | 34%           | 34%          
|State tax expense net of federal tax           | 6%            | 6%           
|Total                                          | 40            | 40           

















NOTE
21–CONTRACTS AND COMMITMENTS



AGREEMENT WITH HAWK ASSOCIATES, INC.



On August 11, 2006, the Company entered into an investor
relations consulting agreement with Hawk Associates, Inc., a Florida corporation, to be effective September 1, 2006. According
to the agreement, Hawk Associates will provide investor relations consulting services to the Company for a period of six months,
after which the agreement will automatically renew monthly until notice is provided by one of the parties to the other. The Company
agrees to pay Hawk Associates $4,500 per month for the investor relations consulting services and Hawk Associates will be issued
warrants to purchase 250,000 common shares of the Company based on the closing price of $0.015 per share as of September 1, 2006.
These warrants will be valid until August 30, 2011.



BUSINESS COOPERATION AGREEMENT WITH PHO EXPRESS



On September 19, 2007, Provimex, Inc., a subsidiary
of the Company entered into business cooperation agreement with an owner of Pho Express to establish a new Vietnamese style noodle
soup restaurant, Pho Express International, LLC. Pho Express agreed to contribute all assets and liabilities in exchange for 40%
of equity ownership and Provimex agreed to pay $165,000 in exchange for 60% of equity ownership of Pho Express International, LLC.
As of June 30, 2011, the business cooperation agreement could not be closed and the Company wrote off $91,600 previously deposited
with Pho Express.



BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH MAST
VENTURES, LLC



Effective April 1, 2008, the Company entered into a
business and financial consulting agreement with Mast Ventures, LLC to raise capital for a wholly owned subsidiary, PhiLand
Corporation for 5 years. The service includes assistance identifying potential investors, developing an approach in seeking such
current financing and investor relations. The Company agreed to pay 5% of the total funds raised by the consultant.



BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH LINH
THANH GROUP



Effective April 26, 2010 the Company signed an agreement
with Linh Thanh Group Joint Stock Company, a Vietnam-based company, to take a majority-owned subsidiary of Linh Thanh Group, Linh
Thanh Quang Binh Exploiting and Processing High Calcium Carbonate Powder Joint Stock Company (“LTQB”), public in the
U.S. via a reverse merge, stock swap, or business combination with a U.S. publicly traded company. In exchange for the services
rendered, the Company would receive compensation in cash from Linh Thanh Group and common stock of the combined company. The Stock
Swap Agreement between LTQB and the U.S. public company was closed on June 28, 2010. However, the combined company has not reported
updated financial information with the appropriate regulatory agencies as of the date of this report. The Company recognized $166,667
as revenues from this transaction as of June 30, 2011.



BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH THINH
HUNG INVESTMENT CO.



Effective May 21, 2010 the Company signed an agreement
with Thinh Hung Investment Co., Ltd., a Vietnam-based company, to assist Thinh Hung in identifying, locating and, possibly, acquiring
various business opportunities for Thinh An Co., Ltd., a subsidiary of Thinh Hung, including but not limited to a reverse merger,
a stock swap, or a business combination between Thinh An and a publicly-traded company in the U.S. In exchange for the services
rendered, the Company would receive compensation in cash from Thinh Hung and common stock of the combined company. As of June 30,
2011, the Company has not completed the contemplated business combination for Thinh. For the fiscal year end 2010, the Company
recognized $26,656 as only revenues from this transaction. The balance of $293,219 was booked as unearned income in the liability
portion of the balance sheet.



OFFICE SPACE LEASE



The Company signed on a 5 year lease agreement for
the corporate office effective May 1, 2008. AS of June 30, 2011, the monthly rental is $7,598 and will be increased by 3.5% per
annum commencing in the thirteenth month of the initial lease term and continuing annually thereafter.



The leases for offices in Vietnam are for 12 months
starting January 2008 and July 2008, respectively.  The monthly rental is approximately $450 per month.



|2012                        | $             94,368 | 
|--------------------------- | -------------------- | 
|2013                        | 97,668               | 
|2014                        | -                    | 
|Total minimum lease payment | $           192,036  | 









NOTE
22–GOING CONCERN UNCERTAINTY

As shown in the accompanying consolidated financial
statements, the Company has accumulated deficit of 28,256,269 and negative cash flow from operations amounting $441,519 for the
period ended June 30, 2011. 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. The company
currently has a significant asset balance labeled construction in progress, a real estate project called Pointe 91. However, this
balance represents cost incurred and capitalized interest on borrowed funds [See Note 8]. This balance is also subject to the Company’s
commitment with Vietnamese governmental authorities to carry out the development of Pointe 91 real estate project in Chu Lai, Quang
Nam Province, Vietnam. Management has taken action to strengthen the Company's working capital position and generate sufficient
cash to meet its operating needs through June 30, 2011 and beyond.  In the next twelve months, the Company will continue
to focus on the following business activities: (1) mergers and acquisitions and consulting services through its subsidiaries PHI
Capital Holdings, Inc. and PHI Vietnam Holdings; (2) mining through its majority owned subsidiary  PHI Gold Corporation
and minority interest in Tricon Gold Corporation; (3) energy and oil and gas through  PHI Energy Corporation and PHI
Oil and Gas Ltd; (4) real estate development through PhiLand Ranch Ltd, PhiLand Corporation, and PhiLand Vietnam Ltd; and (5) other
special situations that may have the potential to create substantial shareholder value. The Company anticipates generating more
revenues through its proposed mergers and acquisitions as well as other business activities mentioned herein. No assurances can
be made that management will be successful in achieving its plan. The president and chairman of the Company has committed to funding
the Company's operations for the next 12 months.



NOTE 23 – NON-CONTROLLING
INTERESTS IN SUBSIDIARIES

The Company had non-controlling interests in a number of its subsidiaries.
The balance of non-controlling interest as of June 30, 2011 and 2010 was as follows:



IMAGE OMITTED



(A) PhiLand Ranch Limited

For the years ended June 30, 2011 and 2010 PhiLand
Ranch Limited had net loss of $313,610 and $363,849.

(B) Phi Gold Corp (f/k/a PHI Mining Group)

For the years June 30, 2011 and 2010 PHI Gold
Corp (f/k/a PHI Mining Group) had net loss of $29,558 and $23,430, respectively.



NOTE
24–RESTATEMENT



Subsequent to the fiscal year ended June 30,
2010, the company discovered errors in the calculation of the minority interest and in the valuation of its investment account.  The
table below reflects the adjustments made by the company. The Company restated the prior period financial statements and these
adjustments are and have been carried forward into the financial statements contained in this filing. The restatements are “Unaudited”
and the predecessor auditor reported on such financial statements before restatement.



|                                                     |  | June 30, 2010       |  | June 30, 2010 |  | “Unaudited”
|---------------------------------------------------- |  | ------------------- |  | ------------- |  | -----------
|                                                     |  | As originally filed |  | As restated   |  | Change     
|Deposit                                              |  | $20,016             |  | $13,161       |  | $6,854     
|Investment under the equity method                   |  | 44,846              |  | -             |  | 44,846     
|Total assets                                         |  | 1,085,351           |  | 1,033,650     |  | 51,701     
|Shares to be issued                                  |  | 63,854              |  | 57,000        |  | 6,854      
|Additional paid-in-capital                           |  | 18,409,229          |  | 19,827,736    |  | (1,418,507)
|Accumulated deficit                                  |  | (26,963,783)        |  | (26,999,492)  |  | 35,709     
|Non-controlling interest                             |  | 1,242,646           |  | (184,999)     |  | 1,427,645  
|Total stockholders’equity/(deficit)                  |  | (7,056,103)         |  | (7,107,804)   |  | 51,701     
|Total liabilities and stockholders’ equity/(deficit) |  | 1,085,351           |  | 1,033,650     |  | 51,701     







NOTE 25 – SUBSEQUENT EVENT

On August 4, 2011, PhiLand Ranch was granted
a Land Use Rights (also known as Land Title) for the first 23.55 hectares at Pointe 91 project by the Vietnamese government.







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

None.



ITEM 9A.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and
procedures are controls and other procedures that are designed to provide reasonable assurance that the information required to
be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms and accumulated and communicated to management, including the chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, at the
direction of our chief executive officer/acting chief financial officer, performed an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(f) under the Exchange
Act). Based on that evaluation and the identification of material weaknesses in our internal control over financial reporting as
described in this Item 9A below under the heading Management's Report on Internal Control over Financial Reporting,
our management concluded that our disclosure controls and procedures were not effective as of June 30, 2011.

Notwithstanding these
material weaknesses, management has concluded that the consolidated financial statements included in this report present fairly,
in all material respects, PHI Group’s financial position and results of operations, and cash flows for the periods presented
in conformity with U.S. generally accepted accounting principles ("GAAP").

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting at PHI Group. Internal control over financial reporting is a
process designed by or under the supervision of our chief executive officer/acting chief financial officer and effected by our
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external reporting purposes in accordance with GAAP. A company's internal control
over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that accurately and
fairly reflect, in reasonable detail, transactions and dispositions of our assets, (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures
are being made only in accordance with authorizations of our management and board of directors, and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have
a material effect on our financial statements.

Our management assessed the effectiveness of
PHI Group's internal control over financial reporting as of June 30, 2011 In making this assessment, our management used the criteria
established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").

In connection with the evaluation of our disclosure
controls and procedures, our management team attempted to identify any "material weakness" in our internal control environment.
We defined "material weakness" as a deficiency, or combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not
be prevented or detected on a timely basis. We defined "significant deficiency" as a deficiency, or combination of deficiencies,
in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of our financial reporting.

We identified on a preliminary basis the following
material weaknesses in internal control over financial reporting:

• Ineffective control over the financial
statements closing process;

• Insufficient
personnel with an appropriate level of accounting knowledge, experience with the Company and/or industry, and training in the application
of GAAP;

• Lack of segregation of duties;
and

• Inadequate monitoring of non-routine
and non-systematic transactions.

Our independent registered public accounting
firm, Dave Banerjee, CPA, has not issued a report on our internal control over financial reporting as of June 30, 2011.



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,
2011, with respect to the Directors and Executive Officers of the Company.



NAME                                                  AGE                                         
POSITION

Henry D. Fahman	     57                                    
Chairman of the Board, President, Acting Chief

Financial Officer

Tina T. Phan                                          
44  	 Treasurer, Secretary

Tam T. Bui 50                                     Director

Frank Hawkins	70	Director

Paul K. Nguyen	45	Director

Lawrence G. Olson 74 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 been
President and Chairman of the Board of PHI Group, Inc. since January 14, 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 Executive Chairman of PhiLand
Ranch Limited. Mr. Fahman is the husband of Tina T. Phan, our Secretary and Treasurer.



Tam Bui has been a Director
of the Company since April 10, 2009 and served as a Chief Technology Officer from May 2002 to April 10, 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 18 years of experience with Honeywell, Inc. and TRW as Senior Production Engineer/Computer Application
Engineer, Project Manager, Department Manager, Program Manager and Implementation Manager. He was responsible for the implementation
of LAPD Emergency Command Control Communications 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,
and international business.



Frank
Hawkins, Directorhas been a Director of the Company
since April 10, 2009 and Mr. Hawkins is afounder and CEO of Hawk
Associates with nearly 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.

Paul
Nguyen has been a Director of the Company since April 10, 2009 and is currently Senior Partner of Nguyen & Larsen,
LLP, a law firm, and Chief Executive Officer of Summit Medical Group, Inc. in Orange County, CA, Mr. Nguyen received a MS in aeronautical
engineering from California Institute of Technology in 1984 and was named Research Scientist by NASA from 1984-1987.  After
graduating from the Harvard Business School JD/MBA program in 1991, Mr. Nguyen served as Institutional Investment Associate from
1991-1992 and Managing Director from 1992-1993 for JP Morgan in New York and Tokyo. Mr. Nguyen served as Senior Associate attorney
for Baker & McKenzie in Ha Noi, Vietnam from 1993-1995. In 2000, Mr. Nguyen received a MD from Loma Linda School of Medicine
and was board certified in plastic surgery in 2005.

Lawrence G. Olson became
a director of PHI Group, Inc. in January 2008. Mr. Olson has been a director of Santa Fe Gold Corp., a public company (OTCBB:SGFE),
since March 1999 in connection with the Company's acquisition of Arizona Mica Properties, Inc., a private Arizona corporation owned
by Mr. Olson and his partners. He has held the position of Chairman of Santa Fe Gold’s Board of Directors since October 2000,
and until October 2003 also held the positions of President and Chief Executive Officer. Mr. Olson has owned and operated a successful
business, Olson Precast of Arizona Inc., since 1973. Mr. Olson received a B.S. Degree in Civil Engineering from the University
of Southern California.



Tina T. Phan has been a
Treasurer since April 10, 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. 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 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, 2009.



(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.



(d) On July 10, 2000 the Company
adopted a Stock Option and Incentive Plan (the "Plan") which provides for the issuance of up to a maximum of 16 million
shares of the Company's common stock to officers, employees and non-employee directors at the sole discretion of the board of directors.
On August 10, 2000 the Company granted fully vested 14 million options under the Plan to officers, directors and employees at an
exercise price of $.50 per share. All the options were exercisable on July 1, 2001 and would expire on December 31, 2002. On June
15, 2002, the Company extended the expiration date of these employee stocks to December 31, 2005. As of the date of this report,
there have been no options exercised and all of these options have been forfeited.



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 June 30, 2011 (212,881,356 shares issued and outstanding,) 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:



NAME
AND ADDRESS OF                  AMOUNT OF
BENEFICIAL              PERCENT OF

TITLE OF CLASS           BENEFICIAL
OWNER (1)                      OWNERSHIP
                                     CLASS



Common Stock                  Henry
D. Fahman                                     28,160,594
(2)                                      
13.23%

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647



Common Stock                  Tina
T. Phan (3)                                         16,579,646
                                           
7.79%

17011 Beach Blvd., Suite 1230

Huntington Beach, CA 92647



Common Stock 	 Tam Bui	 10,519,480 	 4.94%

17011
Beach Blvd., Suite 1230

Huntington Beach, CA 92647



Common Stock 	 Frank Hawkins	 300,000	 *

227 Atlantic Boulevard

Key Largo, FL 33037



Common Stock 	 Paul Nguyen	 300,000	 	 *

17011
Beach Blvd., Suite 1230

Huntington Beach, CA 92647



Common Stock Lawrence G. Olson 300,000 	 *

3045 S. 35thAvenue

Phoenix, AZ 85009



Common Stock                   Shares
of all directors and                    
    56,459,720                                
 26.38%

executive officers as a group

(6 persons)







(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) Tina Phan is the wife 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.





ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees

The aggregate fees billed by Kabani & Company,
the previous independent auditors of the Company, for the audit of the Company’s annual consolidated financial statements
and reviews of quarterly financial statements for the year ended June 30, 2010 $54,500. The aggregate fees billed by Dave Benerjee,
CA, the current independent auditors of the Company, for the audit of the Company’s annual consolidated financial statements
for the year ended June 30, 2011 were $26,800.

All Other Fees

The Company did not pay Kabani
& Company or Dave Banerjee, CPA any non-audit fees for fiscal year 2011 or 2010.







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:

Consolidated Balance Sheets — June 30,
2011 and 2010.

Consolidated Statements of Operations —
For the fiscal years ended June 30, 2011 and 2010

Consolidated Statements of Cash Flows —
For the fiscal years ended June 30, 2011 and 2010

Consolidated Statements of Changes in Owners’
Equity — For the fiscal years ended June 30, 2011 and 2010

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting
Firm (Dave Banerjee, CPA)



EXHIBIT  NO.    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)

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 Principle 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)

17.4Resignation 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)

21.1	Subsidiaries of the Registrant

23.1 Consent of Accountants

32.1-32.2	Certifications in Accordance with Sections 302 and 906
of the Sarbanes-Oxley Act of 2002



(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.































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.



Date:

October 13, 2011



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 |  |  |  |  | 13-Oct-11
|HENRY D. FAHMAN       |  |  |                                                   |  |  |  |  |          
|                      |  |  |                                                   |  |  |  |  |          
|/s/ Tina T. Phan      |  |  | Treasurer                                         |  |  |  |  | 13-Oct-11
|TINA T. PHAN          |  |  |                                                   |  |  |  |  |          
|                      |  |  |                                                   |  |  |  |  |          
|/s/ Tam T. Bui        |  |  | Director                                          |  |  |  |  | 13-Oct-11
|TAM T. BUI            |  |  |                                                   |  |  |  |  |          
|                      |  |  |                                                   |  |  |  |  |          
|/s/Frank Hawkins      |  |  | Director                                          |  |  |  |  | 13-Oct-11
|FRANK HAWKINS         |  |  |                                                   |  |  |  |  |          
|                      |  |  |                                                   |  |  |  |  |          
|/s/Paul K. Nguyen     |  |  | Director                                          |  |  |  |  | 13-Oct-11
|PAUL K. NGUYEN        |  |  |                                                   |  |  |  |  |          
|                      |  |  |                                                   |  |  |  |  |          
|/s/ Lawrence G. Olson |  |  | Director                                          |  |  |  |  | 13-Oct-11
|LAWRENCE G. OLSON     |  |  |                                                   |  |  |  |  |