U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-K/A   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  FOR THE FISCAL YEAR ENDED:JUNE 30, 2010  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


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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-Kis 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, April 6, 2011 was 264,359,550based on a price of $0.014 per share.  The number of shares outstanding of the registrant's Common Stock, $0.001 par value, was198,453,375as of June 30, 2010.


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EXPLANATORY NOTE  In consultation with our independent registered public accounting firm, we concluded that there were errors in our financial statements for the fiscal years ended June 30, 2009 and June 30, 2010, as well as errors in certain of the interim financial statements for those years, and that the financial statements needed to be restated. The errors include the following:  1. We determined that the investment in one of our subsidiaries, Catalyst Resource Group (formerly known as Jeantex Group, Inc.) should be written off for the year ended June 30, 2009.  2. We determined that minority interests in certain subsidiaries need to be re-allocated for these years ended June 30, 2009 and June 30, 2010.  This Form 10-K/A amends the Annual Report on Form 10-K of PHI Group, Inc. (the “Company”) for the year ended June 30, 2010 (the “Original Filing”), filed on October 13, 2010 to disclose the restatement of our financial statements.  Except where indicated in this amendment, this Form 10-K/A continues to describe the Company as of the date of the Original Filing, and does not update disclosures to reflect events that occurred after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.


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TABLE OF CONTENTS   PART I   Item 1.
     Business OverviewItem 1A.
Item 1B
     Risk Factors
Unresolved Staff CommentsItem 2.
     Description of PropertiesItem 3.
     Legal ProceedingsItem 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 OperationsItem 7A.
     Quantitative and Qualitative Disclosures About Market RiskItem 8.
     Financial Statements and Supplementary DataItem 9.
     Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.
     Controls and ProceduresItem 9B.
     Other Information
   PART III   Item 10.
     Directors and Executive Officers of the RegistrantItem 11.
     Executive CompensationItem 12.
     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.
     Certain Relationships and Related TransactionsItem 14.
     Principal Accountant Fees and Services
    PART IV   Item 15.
     Exhibits and Financial Statement Schedules
    SIGNATURES  EXHIBITS


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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 subsidiariesengages in a number of diverse business activities including consulting, merger and acquisition advisory services,  real estate development, mining, and independent energy and maintains minority interests in various companies operating in the areas of infrastructure, construction, natural resources, finance, manufacturing, services and retail.The Company provides financial consultancy and M&A advisory services to U.S. and foreign companies and invests in selective businesses that may create long-term shareholder value.  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 changed its name to Providential Securities, Inc., a Nevada corporation, on January 12, 2000, and subsequently changed its name to Providential Holdings, Inc. on February 9, 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.


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Providential Securities, Inc., a California Corporation ("Providential Securities") 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.  The Company 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.   BUSINESS RESTRUCTURING  Following the discontinuance of its securities brokerage operations in October 2000, the Company restructured its primary scope of business to engage in merger and acquisition advisory services, with particular emphasis on: (1) Consulting and Financial services (2) Real estate development, (3) Independent Energy and Resources, and (4) Special Situations.  During the Fiscal Year ended June 30, 2010, the Company increased its focus on assisting Vietnamese companies to go public in the U.S. stock markets and investing in Vietnam. Events and developments relating to these areas are described in more detail below.   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.


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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 Philand Ranch Limited is a company registered under the laws of England and Wales. On June 5, 2009, Philand Ranch Limited acquired all the issued and outstanding common stock ofPhiLand Corporation in exchange for the same amount of ordinary shares of Philand Ranch Limited. Philand Corporation, a Nevada corporation, was incorporated in July 2007 to manage the real estate development project in South Hoi An, 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 allows the Company to lease approximately 8,000 acres of land in South Hoi An, Quang Nam Province, Vietnam to develop an integrated tourism zone under a 70-year lease term.  The total cost of the land lease once it is signed will be $250,250,000 which can be paid over a period of time to be determined by both parties. As of the date of this report, the Company has not made any payment towards the lease. On December 14, 2007, PhiLand Corporation was granted Investment License No.333043000025 by the Authority of Chu Lai Open Economic Zone, Quang Nam Province, Vietnam andformed PhiLand Vietnam, Ltd., a wholly-owned subsidiary of PhiLand Corporation, to manage Pointe 91, its first development project of a 118-acre  residential community and resort in Bien Rang, Nui Thanh District, Quang Nam Province, Vietnam.PhiLand Corporation has engaged Urban Arena to coordinate and provide survey, site plan and architectural designs for Pointe91; CB Richard Ellis Vietnam, Ltd. to provide marketing and selling of the residential units; and Mayer Brown JSM for legal representation in connection with our real estate development activities. 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 Catalyst Resource, 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. The total of 5,081,287 shares held by minority shareholders makes up approximately 21% of outstanding shares.  As a result of the stock exchange between Philand Corporation and Philand Ranch Limited in June 2009, the Company received18,734,753 shares of ordinary stock of Philand Ranch Limited. As of June 30, 2010, the Company owned 18,567,652 shares of ordinary stock of Philand Ranch Limited whose shares are listed on the Open Market Segment of the Frankfurt Stock Exchange under the symbol 1P8.F, WKNA0RPEA. 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 received but not signed the definitive documentation for the closing of this Subscription Commitment. The success of the Pointe91 and other projects of Philand Ranch is dependent upon its ability to raise the required capital and to execute its business plan. The Chu Lai Open Economic Zone Authority of Quang Nam Province, which grants the investment license for Pointe91, has agreed to allow Philand Vietnam Ltd., a wholly owned subsidiary of Philand Ranch Ltd., to submit the implementation schedule for this project no later than October 22, 2010.


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PHI MINING GROUP, INC.(FORMERLY, DDC INDUSTRIES, INC.) and INDOCHINA MINING CORPORATION **** In March 2007, the Company received 900,000 shares, valued at $675,000, of Bio-Warm, which subsequently acquired 100% of Vietnam-based Dai Dung Metallic Manufacture Construction and Trade Company (DDMMCT) and changed its name to DDC Industries, Inc. The Company received these shares for advisory services completed earlier in that month.  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, is equivalent to 20% of all issued and outstanding shares of DDC Industries, Inc. 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 toPHI Mining Group, Inc. The common stock of PHI Mining Group, Inc.  is currently trading on the Pink Sheets under the symbol PHIG.PHI Mining Group did not generate any revenues in the year ended June 30, 2010.  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 will cooperate to contribute capital for establishment of a joint venture specializing in exploitation and processing of diatomite in Phu Yen province and IMC will participate in PYMICO through purchasing a maximum of 30% shares of PYMICO when the latter issues additional shares in 2008. 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. As of the date of this report, IndoChina Mining Corp. has not perfected its interest in these joint venture companies.  On December 1, 2008, Indochina Mining Corporation entered into stock purchase agreement with PHI Mining Group (formerly DDC Industries, Inc.) 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 Mining Group.  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 has declared a 15% stock dividend of Provimex, Inc. to shareholders of record as of September 15, 2004 and currently owns 85% of Provimex, Inc. For the fiscal years ended June 30, 2010 and 2009, this subsidiary  did not generate any sales.  VIETNAM MEDIA GROUP, INC., formerly 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, Touchlink Communications, Inc. changed its name to Vietnam Media Group, Inc. to focus on multi-media business. This subsidiary did not have any activities during the Fiscal Years ended June 30, 2010 or 2009.


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PROVIDENTIAL ENERGY CORPORATION On  May 9, 2005, the Company formed Providential Oil & Gas, Inc., a Nevada corporation and wholly-owned subsidiary of the Company, to begin investigating a number of lease properties in the US and abroad. On November 25, 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.  As of the date of this report, this subsidiary has not begun drilling any of the gas wells in conjunction with Terra-Firma Gas & Oil under the agreement. Effective June 1, 2006, Providential Oil & Gas amended its Articles of Incorporation and changed its corporate name to Providential Energy Corporation with an intention to broaden its scope of business to include alternative energy.During the Fiscal Year ended June 30, 2007 Providential Energy Corporation entered into a Business Cooperation Agreement with Unitex Energy, LLC, a Texas Limited Liability Company, to establish PhiTex Energy Group, Inc., a Nevada corporation,  in order to acquire and develop oil and gas properties. Providential Energy Corporation currently owns 87.75% stock of PhiTex Energy Group.. In September 2007, Providential Energy Corp entered into an agreement to form a joint-venture company, WRCP PEC Mining Corporation (CPMC), with WRC Partners (WRCP), in order to acquire up to 2,700 acres of mineral, oil and gas rights near Bakersfield, California for development. According to the agreement, Providential Holdings will be responsible for taking CPMC public and will manage the public company related activities required to be in full compliance with regulatory and market demands and Providential Energy Corporation will own up to a maximum of 40% of the equity interest in CPMC.Providential Energy Corporation did not generate any revenue during the years ended June 30, 2010 and 2009.  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 30,2010 the Company owned 32,539,822 shares of Catalyst Resource Group, Inc. common stock, or equivalent to 33.80%.


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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 received18,734,753 shares of ordinary stock of Philand Ranch Limited.For the years ended June 30, 2009 and June 30, 2010, the Company owned18,567,652 shares of ordinary stock of Philand Ranch Limited, representing 75.50 % of all the issued and outstanding shares of Philand Ranch Limited, respectively.As such, the Philand Ranch Limited shares owned by minority shareholders were equivalent to 24.50% as of June 30, 2009 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, WKNA0RPEA. JOINT VENTURES: PROVIMEX-HTV JOINT VENTURE COMPANY, LTD.  On October 18, 2004, the People's Committee of Ho Chi Minh City, Vietnam approved the joint venture application by the Company and HTV, Ltd., a Vietnam-based company, to form a Joint Venture company under the name of "Provimex-HTV Joint Venture Company, Ltd."  This joint venture company primarily focused on providing equipment and liquid gas to high rise buildings and premium residential housings in Vietnam. The Company was to own 80% equity in the joint venture company.  The investment in Provimex-HTV Joint Venture Company, Ltd. has been written off as an impairment of assets as of June 30, 2005. On May 13, 2007, the Company loaned $67,000 to Provimex-HTV Joint Venture Company with interest rate of 8.5% per year. This Note was written off as bad debt of as June 30, 2009.  CAVICO-PHI CEMENT JOINT STOCK COMPANY  On August 29, 2006, the Company entered into a Principle Business Cooperation Agreement with Cavico Vietnam Joint Stock Company, a Socialist Republic of Vietnam corporation, which is a business conglomerate engaged in various business activities including, but not limited to, infrastructure, construction, energy, mining, information technology, and real estate development.  Pursuant to the terms of the Agreement, Providential and Cavico have agreed to cooperate in funding, building, owning and operating certain businesses in Vietnam and other regions of the world and share in the benefits of these business operations.  In September 2006 Cavico and the Company formed a joint-venture company, namely Cavico PHI Cement Joint Stock Company (“CPCC”), to jointly fund, build, own, and operate a cement plant in Phu Ly, Ha Nam province. It is anticipated that the Company will contribute 10% of the equity investment towards CPCC. During the fiscal year ended June 30, 2007, the Company has contributed $30,000 towards the joint venture project. This investment was impaired as of June 30, 2007.


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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;
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     additional financing, if necessary and available, could increase leverage, dilute equity, or both;
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     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.


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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 hold 5% or more of the outstanding common stock owned as of June 30, 2010, in the aggregate, approximately 27% 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.


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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, 2010:  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. The settlement 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.


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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, 2007, the Company has accrued $14,439. 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.


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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, 2010. 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:  Election of directors; Tam Bui, Henry Fahman, Frank Hawkins, Lawrence Olson, and Paul Nguyen.
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.
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.


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The Company's common stock is also listed on the Berlin, Frankfurt, Munich Stock Exchanges, and Xetra in Germany under the symbol "PR7,WKN A0RNQV”.  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 Most Recent Quarter: Quarter Ended September 30, 2010HighLow 0.03                              0.01  Per Share Common Stock Prices by Quarter; For the Fiscal Year Ended June 30, 2010 HighLow Quarter Ended June 30, 2010                                                   0.040                          0.010 Quarter Ended March 31, 2010                                                0.060                          0.030 Quarter Ended December 31, 2009                                          0.090                          0.020 Quarter Ended September 30, 2009                                         0.050                           0.010  Per Share Common Stock Prices by Quarter; For the Fiscal Year Ended June 30, 2009 HighLow Quarter Ended June 30, 2009                                                    0.030                         0.010 Quarter Ended March 31, 2009                                                 0.030                         0.010 Quarter Ended December 31, 2008                                           0.030                         0.010 Quarter Ended September 30, 2008                                          0.040                          0.010  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.


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ITEM 6.  SELECTED FINANCIAL DATA.
     
     2010
     2009
     2008
     2007Net revenues
     $
     83,900
     $
     2,006,220
     $
     3,609,318
     $
     3,572,347Income (loss) from operations
     
     (1,336,594)
     
     411,211
     
     1,950,784
     
     (537,020)Net other income (expense)
     
     (2,329,514)
     
     (8,912,469)
     
     408,498
     
     (571,324)Net income (loss )
     
     (3,568,438)
     
     (8,440,431)
     
     2,359,282
     
     ( 34,304)Net income ( loss ) per share
     
     (0.02)
     
     (0.04)
     
     0.01
     
     0.00Total assets
     $
     1,003,650
     $
     2, 866,518
     $
     8,334,115
     $
     9,922,178Total liabilities
     $
     8,141,454
     $
     6,727,662
     $
     4,288,657
     $
     3,115,870
   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.


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RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2010 AND JUNE 30, 2009  Revenues:  The Company generated net revenue of $83,990 from consulting  and advisory services for the year ended June 30, 2010, as compared to $2,006,220 for the year ended June 30, 2009, which represented a 95.82% decrease  in consulting and advisory revenue. This decrease is mainly due to a decrease in the size and scope of the merger and acquisition activities during the current year. Operating Expenses:  The Company incurred total operating expenses of $1,420,582 for the year ended June 30, 2010 as compared to $1,595,008 for the year ended June 30, 2009. This represents a 11% 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 decreased 35.11% to $384,033 for the year ended June 30, 2010 compared to $591,804 in the prior year. This is mainly due to a decrease in consulting service and accounting fees. Consulting fees were decreased by 38.28% from $374,851 in the prior year to $231,341 in the current year. Accounting fees were decreased by 83% from $93,600 in the prior year to $15,600 in the current year.  Net income (loss) from operations:  The Company had net loss from operations of $1,336,593 for the year ended June 30, 2010 as compared to net income $411,212 for the year ended June 30, 2009. This was mainly due to a 95.82% decrease in consulting and advisory revenue and a 5% decrease in operating expenses during the current fiscal year.  The decrease in operating expenses was primarily due to the decrease in professional expenses and general and administrative expenses during the current fiscal year.  Net income:  The Company had net loss of $3,568,438for the year ended June 30, 2010 as compared to a loss of $8,440,431 for the year ended June 30, 2009.  Fiscal year ended June 30, 2010 no loss was recorded on marketable securities compared to a loss of $4,018,965 for the year ended June 30, 2009.  The Company also recorded a loss on debt settlement of $2,701 for the year ended June 30, 2010 compared to a gain on debt settlement of $187,794 for the year ended June 30, 2009. The interest expenses decreased to $507,396 for the year ended June 30, 2010 compared to $586,468. The Company recorded an impairment of marketable securities in the amount of $1,750,000 for the year ended June 30, 2010 compared to $4,187,136 for the year ended June 30, 2009 and impairment of loan receivable of $109,600 for the year ended June 30, 2010, compared to $282,148 for the year ended June 30, 2009. The net loss based on the basic and diluted weighted average number of common shares outstanding for the year ended June 30, 2010 was ($0.02) as compared to ($0.04) for the year ended June 30, 2009.  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 $75,299 and $37,813 as of June 30, 2010 and June 30, 2009, respectively.  Our operating activities used $119,771 cash in the year ended June 30, 2010 compared to negative $680,750 in the year ended June 30, 2009.


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Cash used in investing activities was $ 208,902 compared to cash provided by 449,706 in the year ended June 30, 2010 and 2009, respectively.  During the years ended June 30, 2010 and 2009, the Company received $47,385 and $268,840, respectively from the sale of marketable securities. The Company spent $1,165 and $25,292 to purchase marketable securities in the years ended June 30, 2010 and 2009, respectively. The Company spent $0.00 and $35,792 to purchase of fixed assets in the fiscal year ended June 30, 2010 and 2009, respectively.  Cash provided by financing activities was $126,618 and $1,051,103 for the years ended June 30, 2010 and 2009, respectively.  For the year ended June 30, 2010, this was primarily from proceeds on notes including borrowing from officers in the amount of $208,992 and from unrelated parties in the amount of $221,326, offset by total payments on notes amounting $436,889. For the year ended June 30, 2009, proceeds from notes totaled $637,600, borrowings from officers totaled $491,934, reduced by the payments on notes amounting $214,198 and purchase of treasury shares of $4,233.  SHORT TERM NOTES PAYABLE:  As of June 30, 2010 and 2009, the Company has short term notes payable amounting $2,400,546 and $2,310,085 with accrued interest of $913,235 and $466,387, respectively.  These notes bear interest rates ranging from 6% to 36% per annum.  $1,716,500 of these short term notes are past due and $759,730 are due on demand as of June 30, 2010. During the year ended June 30, 2010 and 2009, the Company paid $130,865 and $167,485 of principal and $68,395 and $200,135 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 TOPREFERRED 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, 2010. The Company made $5,000 interest payment during the year ended June 30, 2007.  The interest payable to holders of preferred stock of $43,455 has been included in accrued interest included in account payable and accrued expenses on the balance sheet as of June 30, 2010.  OTHER CURRENT LIABILITIES  During the year ended June 30, 2004, the Company received an overpayment of $89,691 from the exercise of stock options.  This amount has not been paid by the Company as of June 30, 2010, and has been classified as other payable and is included in other current liabilities.


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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, 2010 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.


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ITEM 8. FINANCIAL STATEMENTS PHI GROUP, INC. INDEX TO FINANCIAL STATEMENTS   Report of Independent Registered Public Accounting Firm
     
     
     F-1Balance Sheet as of June 30, 2010 (Restated)
     
     
     F-2Statement of Operations for the years ended June 30, 2010 and June 30, 2009 (Restated)
     
     
     F-3Statement of Stockholders’ Equity (Deficit) for the years ended June 30, 2010 and June 30, 2009 (Restated)
     
     
     F-4Statement of Cash Flows for the years ended June 30, 2010 and June 30, 2009 (Restated)
     
     
     F-5Notes to Financial Statements


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and StockholdersPHI Group, Inc. (formerly, Providential Holdings, Inc.) We have audited the accompanying consolidated balance sheets of PHI Group, Inc. (a Nevada corporation) and subsidiaries as of June 30, 2010, and 2009 and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended June 30, 2010 and 2009. 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 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. 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, 2010 and June 30, 2009 and the results of its consolidated operations and its cash flows for the years ended June 30, 2010 and 2009 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 $26,999,492 and net lossamounting $3,568,438 for the year ended June 30, 2010. In addition, the company has a development project that will expire if not renewed by requisite authorities.  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 23, the financial statements for the years ended June 30, 2010 and 2009 have been restated. /s/ KABANI & COMPANY, INC.  CERTIFIED PUBLIC ACCOUNTANTS Los Angeles, California September 30, 2010 except for notes 2, 5,18, 20, 21, 22, and 23,  which are as of April 6, 2011


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PHI GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSJUNE 30, 2010 AND 20092010
     
     2009Restated
     
     RestatedASSETSCurrent assets:Cash and cash equivalents
     $       75,299
     
     $        37,813Accounts receivable
     -
     
     67,500Marketable securities
     -
     
     1,750,000Loans receivable from related parties
     2,120
     
     111,620Prepaid Rent Expense
     -
     
     -Other current assets
     3,477
     
     136,048Total current assets
     80,897
     
     2,102,982Property and EquipmentConstruction in progress
     935,076
     
     657,461Property and equipment
     206,806
     
     240,263Accumulated depreciation
     (202,290)
     
     (193,321)Property and equipment, net
     4,516
     
     46,942Other assets:Deposits
     13,161
     
     59,133Investement under the equity  method
     -
     
     -Total assets
     $  1,033,650
     
     $   2,866,520LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable and accrued expenses
     $  3,584,802
     
     $   2,864,325Short-term notes payable
     2,400,546
     
     2,310,085Due to officers
     1,126,529
     
     1,013,561Payable to related party
     235,000
     
     235,000Due to preferred stockholders
     215,000
     
     215,000Unearned revenues
     459,886
     
     -Other current liabilities
     119,691
     
     89,691Total current liabilities
     8,141,454
     
     6,727,662Stockholders' deficit:Preferred stock , $.001 par value, 100,000,000 sharesauthorized; none issued and outstanding
     -
     
     -Common stock, $.001 par value; 300,000,000 shares authorized;198,280,961 and 195,130,961 issued and outstanding, respectively
     198,281
     
     195,131Shares to be issued
     57,000
     
     57,000Treasury stock, $.001 par value, 1,330,440 sharesof common stock, respectively
     (1,330)
     
     (1,330)Additional paid-in-capital
     19,827,736
     
     19,425,448Prepaid consulting
     (5,000)
     
     -Accumulated deficit
     (26,999,492)
     
     (23,431,052)Total
     (6,922,805)
     
     (3,754,804)Non-Controlling interest
     (184,999)
     
     (106,338)Total stockholders' deficit
     (7,107,804)
     
     (3,861,142)Total liabilities and stockholders' deficit
     $  1,033,650
     
     $   2,866,520The accompanying notes form an integral part of these audited consolidated financial statements


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PHI GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2010 AND 20092010
     
     2009Restated
     
     RestatedNet revenuesConsulting and advisory fee income
     $        83,990
     
     $   2,006,220Operating expenses:Depreciation and amortization
     19,233
     
     15,843Bad debt expenseSalaries and wages
     358,091
     
     483,084Professional services, including non-cash compensation
     332,191
     
     599,804Legal settlementImpairment of assetsGeneral and administrative
     711,068
     
     496,278Total operating expenses
     1,420,582
     
     1,595,008Income (loss) from operations
     (1,336,593)
     
     411,212Other income and (expenses)Interest expense
     (507,396)
     
     (586,468)Loss on sale of marketable securities
     -
     
     (4,018,965)Recovery of bad debtsInvestment deposit forfeitedGain/(loss) on equity investment
     46,220
     
     -Loss of Deposit
     (31,655)
     
     -Loss on sale of fixed assets
     (701)
     
     -Gain/(loss) on debt settlement-net
     (2,701)
     
     187,794Gain/(loss) on conversion of note
     13,757
     
     (27,400)Impairment of marketable security
     (1,750,000)
     
     (4,187,136)Impairment of loan receivable
     (109,600)
     
     (282,148)Other income
     12,562
     
     1,853Net other expenses
     (2,329,514)
     
     (8,912,469)Lossfrom operations
     (3,666,107)
     
     (8,501,258)Loss from discontinued operationsGain from disposal of a subsidiaryLoss before minority interest
     (3,666,107)
     
     (8,501,258)Non-Controlling interest
     97,669
     
     60,827Net loss
     
     (3,568,438)
     
     (8,440,431)Other comprehensive loss:Reclassification
     -
     
     (587,308)Unrealized loss on marketable securities
     -
     
     2,110,305Comprehensive loss
     $ (3,568,438)
     
     $ (6,917,435)Net loss per share:Basic
     
     $          (0.02)
     
     $          (0.04)Diluted
     $          (0.02)
     
     $          (0.04)Weighted average number of shares outstanding:Basic
     
     196,619,950
     
     191,261,503Diluted
     196,619,950
     
     191,261,503The accompanying notes form an integral part of these audited consolidated financial statements


---



PHI GROUP, INC. AND SUBSIDIARIESSTATEMENT OF STOCKHOLDERS' EQUITYFOR THE YEARS ENDED JUNE 30, 2010 AND 2009(RESTATED)Additional
     Stock
     Prepaid
     Shares
     Other
     
     TotalCommon Stock
     Treasury Stock
     Paid-in
     Subscription
     Consulting
     to be
     Comprehensive
     Accumulated
     Stockholders'Shares
     Amount
     Shares
     Amount
     Capital
     Receivable
     Fees
     issued
     Income/(loss)
     Deficit
     EquityBalance at June 30, 2008
     193,830,961
     $ 193,831
     (2,440,440)
     $ (2,440)
     $ 20,373,685
     $  (25,500)
     $ (37,500)
     $ 57,000
     $   (1,522,997)
     $ (14,990,621)
     $  4,045,458Shares issued for payment of accrued payroll and fees
     1,300,000
     1,300
     
     
     31,200
     -
     -
     -
     -
     -
     32,500Purchase of treasury shares
     -
     -
     (170,000)
     (170)
     (4,063)
     -
     -
     -
     -
     -
     (4,233)Amortization of prepaid consulting
     -
     -
     -
     -
     -
     -
     37,500
     
     -
     -
     37,500Write-off subscription receivable
     -
     -
     -
     -
     (25,500)
     25,500
     
     
     -
     -
     -Recapitalization
     -
     -
     -
     -
     (985,330)
     -
     -
     -
     -
     
     (985,330)Unrealized loss on marketable securities
     -
     -
     -
     -
     -
     -
     -
     -
     1,522,997
     -
     1,522,997Conversion of note to treasury
     -
     -
     1,280,000
     1,280
     35,456
     -
     -
     -
     -
     -
     36,736Net income for the year
     -
     -
     -
     -
     -
     -
     -
     -
     -
     (8,440,431)
     (8,440,431)Balance at June 30, 2009
     195,130,961
     195,131
     (1,330,440)
     (1,330)
     19,425,448
     -
     -
     57,000
     -
     (23,431,052)
     (3,754,804)Shares issued for payment of accrued salaries
     1,750,000
     1,750
     -
     -
     85,750
     -
     -
     -
     -
     -
     87,500Shares issued for service
     1,400,000
     1,400
     -
     -
     68,600
     -
     (5,000)
     -
     -
     -
     65,000Recapitalization
     -
     -
     -
     -
     247,937
     -
     -
     -
     -
     -
     247,937Net income for the year
     -
     -
     -
     -
     -
     -
     -
     -
     -
     (3,568,438)
     (3,568,438)Balance at June 30,2010
     198,280,961
     $ 198,281
     (1,330,440)
     $ (1,330)
     $ 19,827,736
     $            -
     $   (5,000)
     $ 57,000
     $                 -
     $ (26,999,492)
     $ (6,922,805)The accompanying notes form an integral part of these audited consolidated financial statements


---



PHI GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2010 AND 20092010
     
     2009Restated
     
     RestatedCash flows from operating activities:Net loss from operations
     $ (3,568,438)
     
     $ (8,440,431)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
     19,232
     
     15,842Amortization of prepaid expenses
     -
     
     121,722Gain (Loss) on debt settlement
     2,701
     
     (139,907)Gain on investment
     (46,220)
     
     -Loss on conversion of note
     -
     
     27,400Loss on deposit
     31,655
     
     -Loss on sale of property
     701
     
     -Gain (Loss) on sale of marketable securities
     -
     
     4,018,965Non-Controlling interest
     (97,669)
     
     (60,827)Issuance of shares for  consulting services
     5,000
     
     -Shares issued for director fees
     60,000
     
     -Impairment of assets
     1,750,000
     
     4,469,284Bad debt expense
     56,564
     
     -Marketable securities used for payments for service and fee
     -
     
     18,333Marketable securities  received for consulting service
     -
     
     (2,080,200)Changes in operating assets and liabilities:Increase on accounts receivable
     10,936
     
     (305,128)(Increase) decrease in other assets and prepaid expenses
     256,388
     
     330,465Increase  in accounts payable and accrued expenses
     1,638,922
     
     1,343,731Net cash provide by (used in) operating activities
     119,771
     
     (680,750)Cash flows from investing activities:Purchase of property and equipment
     -
     
     (35,792)Proceeds from sales of property and equipment
     22,492
     
     -Construction in progress
     (277,614)
     
     (657,462)Purchase of marketable securities
     (1,165)
     
     (25,292)Proceeds from sale of marketable securities
     47,385
     
     268,840Purchase of investment
     -Net cash used in investing activities
     (208,902)
     
     (449,706)Cash flows from financing activities:Purchase of treasury shares
     (11,811)
     
     (4,233)Proceeds from sale of stock of subsidiary
     145,000
     
     140,000Proceeds on notes payable
     221,326
     
     637,600Payments on notes payable
     (130,865)
     
     (167,485)Borrowings from officer
     208,992
     
     491,934Payments on advances from officer
     (306,024)
     
     (46,713)Net cash provided by  financing activities
     126,618
     
     1,051,103Net increase/(decrease) in cash and cash equivalents
     37,486
     
     (79,353)Cash and cash equivalents, beginning of period
     37,813
     
     117,166Cash and cash equivalents, end of period
     $        75,299
     
     $        37,813Supplemental disclosures of cash flow informationCash paid for taxes
     -
     
     -Cash paid for interest
     $        26,700
     
     $      211,413Non-cash investing and financing activities:Shares to be issued for payment of accrued salaries
     $        87,500
     
     $        32,500The accompanying notes form an integral part of these audited consolidated financial statements


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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 most important of which is merger and acquisition advisory services. The Company acquires and consolidates special opportunities in selective industries to create additional value, acts as an incubator for emerging companies and technologies, and provides financial consultancy and M&A advisory services to U.S. and foreign companies.  A wholly owned division of the Company, Provimex was formed on April 10, 2001 under the name "Providential Imex", to focus on trade commerce with Vietnam. This subsidiary was later incorporated as a Nevada corporation on September 23, 2004.  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.  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.  On November 1, 2003, the Company formed PHI Video Corp., which was later renamed PHI Digital Corp. ("PHI Digital"), a Nevada corporation.  PHI Digital has been renamed "TULON INDUSTRIES, INC." to change its scope of business. This subsidiary did not generate any revenue during the fiscal years ended June 2010 and 2009.  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. This entity did not have any operations during the year ended June 30, 2010 and 2009.  In July 2007, PhiLand Corporation, a Nevada corporation and wholly owned subsidiary of the Company, was formed to manage the real estate development project in South Hoi An, Quang Nam Province, Vietnam.  In July 2007, Providential Holdings entered into a principle agreement with the People’s Committee of Quang Nam Province, which allows the Company to lease approximately 8,000 acres of land in South Hoi An, Quang Nam Province, Vietnam to develop an integrated tourism zone under a 70-year lease term.  PhiLand Corporation is currently involved in planning and developing this project. During the year ended June 30, 2009, 3,500,000 shares of PhiLand Corporation were issued to employees and consultants of the Company and 244,286 shares which were owned by the Company were sold to individuals for $140,000, 29,000 shares were exchanged for the payment of note amounting $29,000 and 900,000 shares which were owned by the Company were exchanged with 23,285,714 shares of Jeantex Group, Inc. In addition, during the year ended June 30, 2009, 408,000 shares of PhiLand Corporation were sold for $49,000. The total of 5,081,286 shares held by minority shareholders makes up approximately 21% of outstanding shares. On June 5, 2009, Philand Ranch Limited, a company registered under the laws of England and Wales, acquired all the issued and outstanding common stock of PhiLand Corporation in exchange for the same amount of ordinary shares of Philand Ranch Limited. 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.


---



In March 2007, the Company received 900,000 shares, valued at $675,000, of Bio-Warm, which subsequently acquired 100% of Vietnam-based Dai Dung Metallic Manufacture Construction and Trade Company (DDMMCT) and changed its name to DDC Industries, Inc. The Company received these shares for advisory services completed earlier in that month.  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, is equivalent to 20% of all issued and outstanding shares of DDC Industries, Inc. 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 toPHI Mining Group, Inc. The common stock of PHI Mining Group, Inc.  is currently trading on the Pink Sheets under the symbol “PHIG”.PHI Mining Group did not generate any revenues in the year ended June 30, 2010. 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 will cooperate to contribute capital for establishment of a joint venture specializing in exploitation and processing of diatomite in Phu Yen providence and IMC will participate in PYMICO through purchasing a maximum of 30% shares of PYMICO when the latter issues additional shares in 2008. IndoChina Mining also entered into agreements. Todate, the venture has not begun its operation. On December 1, 2008, Indochina Mining Corporation entered into stock purchase agreement with PHI Mining Group (formerly DDC Industries, Inc.) 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 Mining Group. On May 20, 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.   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., Providential Capital, PHI Digital Inc., (“PHI Digital”), Provimex, Providential Energy Corporation, Touchlink Communications, PHI Mining Group, Providential Vietnam and PhiLand Ranch, 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, PHI Digital, Provimex, Providential Energy Corporation, 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 ofASC 320 (previouslySFAS 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, 2010 and 2009, the marketable securities have been recorded at $0.00 and $1,750,000, respectively based upon the fair value of the marketable securities.  ACCOUNTS RECEIVABLE  The Company maintains reserves for potential credit losses on accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded primarily on a specific identification basis.  As of June 30, 2010 and 2009, the Company had balances of $0 and $67,500 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 ofASC 260 (previously SFAS 128).ASC 260eliminates 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, 2010 and 2009 . 2010
     
     2009Warrants
     
     250,000
     
     250,000Total
     
     250,000
     
     250,000
   The net earnings per share is computed as follows (Restated): 2010
     
     2009Basic and diluted net loss per share:Numerator:Net income(loss)
     $   (3,568,438)
     
     $  (8,440,431)Denominator:Basic weighted average number of common shares outstanding
     196,619,950
     
     191,261,503Basic net income (loss) per share
     $              (0.02)
     
     $            (0.04)Diluted weighted average number of common shares outstanding
     196,619,950
     
     191,261,503
  Diluted net income (loss) per share
     $              (0.02)
     
     $             (0.04)
 STOCK-BASED COMPENSATION Effective July 1, 2006, the Company adoptedASC 718-10-25 (previouslySFAS 123R)and accordingly has adopted the modified prospective application method. Under this method,ASC 718-10-25is 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 adoptedASC 820(previouslySFAS 157),Fair Value Measurementsand adopted this Statement for the assets and liabilities shown in the table below.ASC 820clarifies 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 ofASC 820did 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, 2009. At June 30, 2010, the Company did not have any nonfinancial assets or nonfinancial liabilities that are recognized or disclosed at fair value.ASC 820requires 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, 2010:                                        -                                  -                               -$ 0.00 June 30, 2009:-                        $ 1,750,000              $ 1,750,000 We use various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy for disclosures, specified inASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets and liabilities. We received 3,500,000 shares of our client company, Vietnam United Steel Corporation, for the consulting services provided during the year ended June 30, 2009. These shares constituted 20% of the ownership in the client company and were valued at $1,750,000, considered by our management to be Level 3 in the valuation hierarchy, due to the share’s little or no market activity. We valued these shares received using the (undiscounted) cash flow method. Based on the audited financial statements for the year ended December 31, 2007 of the merger candidate of our client company, we calculated a projected cash flow for three consecutive fiscal periods, with a conservative increase of 20% per year. In addition to the cash flow projection, we also discounted the quoted market price by 50% of the market price at the time of completion of the services provided. Our 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, we 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.  Our 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, 2010 and 2009 were $1,910 and $12,650 respectively.  COMPREHENSIVE INCOME (LOSS)  ASC 220-10-45 (previously SFAS130, 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.  During the year ended June 30, 2010 and 2009, the Company recorded $0.00 and $2,110,305 as unrealized loss on marketable securities, respectively.  Other comprehensive loss, as presented on the accompanying consolidated balance sheets amounted to $0 and $0 as of June 30, 2010 and 2009, respectively.  INCOME TAXES  The Company accounts for income taxes in accordance withASC 740 (previouslySFAS 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 (previouslyStatement 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 280defines 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 operates in one segment during the years ended June 30, 2010 and 2009.


---



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 June 2009, the FASB issuedASC 810 (previouslySFAS No. 167,Amendments to FASB Interpretation No. 46(R)). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010 and is evaluating the impact it will have on the consolidated results of the Company. In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP. The Codification is effective for interim and annual periods ending after September 15, 2009. The adoption of this standard will not have a material impact on our financial statements.  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 11).


---



NOTE 4 – LOANS RECEIVABLE FROM RELATED PARTIES  Loans receivable from related parties consist of the following at June 30, 2010 and 2009:  2010
     2009Loan to Catalyst Resource Group, Inc.
     $  1,000
     $    1,000Loan to Cavico Corporation
     1,020
     1,020Loan to Catthai Corp.
     100
     -Loan to Pho Express
     -
     109,600$  2,120
     $ 111,620
   The loan to Pho Expresswas written off during the fiscal year ended June 30, 2010.   NOTE 5 – OTHER CURRENT ASSETS (RESTATED):  The  Other Assets comprise of the following as of June 30, 2010 and 2009 :  2010
     2009Advance for shares purchase
     $     780
     $  71,048Loans Receivable (unsecured, non-interest bearing & unsecured)
     -
     65,000Prepaid expense & others
     2,697
     -Total
     $3,477
     $136,048
  During the fiscal year ended June 30, 2010, the company wrote off $71,000 shares to be received and $65,000 loan receivable.  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.  As of June 30, 2010, we have permanently impaired $1,750,000 from 3,500,000 shares of Vietnam United Steel Corporation that were earned for the consulting services during the year ended June 30, 2009 due to this company’s lack of financial disclosure and trading activity.


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NOTE 7  - PROPERTY AND EQUIPMENT  Property and equipment at June 30, 2010 and 2009 consists of the following:  2010
     2009Equipment
     $    89,691
     $     87,957Furniture and Fixtures
     59,115
     59,115Automobiles
     58,000
     93,191Subtotal
     206,806
     240,263Less: Accumulated Depreciation
     (202,290)
     (193,322)Total net fixed assets
     $      4,516
     $     46,941
   Depreciation expenses were $19,233 and $15,843 for the fiscal years ended June 30, 2010 and 2009, respectively.   NOTE 8  - CONSTRUCTION IN PROGRESS  Construction in progress represents the costs incurred by PHILand Corporation, a subsidiary of the Company for real estate development amounting to $935,076 as of June 30, 2010. The costs included interest capitalized of $252,055.  NOTE 9    - ACCOUNTS PAYABLE AND ACCRUED EXPENSES  The accounts payable and accrued expenses at June 30, 2010 and 2009 consist of the following:   2010
     2009Accounts payable & Accrued Expenses
     $     1,462,010
     $     1,167,455Accrued salaries and payroll taxes
     292,520
     300, 199Accrued interest
     1,267,207
     833,607Accrued legal
     385,084
     385,084Accrued consulting fees
     177,981
     177,981$ 3,584,802
     $ 2,864,325
 NOTE 10 - 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, 2010 and 2009, the balances were $1,126,529 and $1,013,561, respectively.  As of June 30, 2010, the Company has a short term note payable amounting $100,000 with interest bearing $3,000 per month payable to former Chief Technology Officer (CTO).


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NOTE 11 - LOANS AND PROMISSORY NOTES  SHORT TERM NOTES PAYABLE:  As of June 30, 2010 and 2009, the Company has short term notes payable amounting $2,400,546 and $2,310,085, with accrued interest of $1,367,980 and $833,607, respectively.  These notes bear interest rates ranging from 6% to 36% per annum.  $1,811,500 of these short term notes are past due and $315,535 are due on demand. During the year ended June 30, 2010 and 2009, the Company paid $130,865 and $167,485 of principal and $68,395 and $200,135 of interest on short-term notes, respectively.  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 the Company’s subsidiaries as a current liability payable to the subsidiary’s holders of preferred stock due to non compliance of preferred shares subscription agreement.  This amount was past due as of June 30, 2010. The interest payable to holders of preferred stock of $258,455 and $232,655 has been included in accrued interest included in account payable and accrued expenses on the balance sheet as of June 30, 2010 and 2009, respectively.  UNEARNED REVENUE  The Unearned Revenue of $459,886 is the consulting fee for the service performed by the Company that has not been completed as of June 30, 2010.The Company is going to provide its clients on going public in the US stock markets and arrange funding after going public.  OTHER CURRENT LIABILITIES  During the year ended June 30, 2004, the Company received an overpayment of $89,691 for the exercise of stock options receivable.This amount has not been paid by the Company as of June 30, 2010, and has been classified as other payable and is shown on the consolidated financial statements in other current liabilities. The Company received$30,000 as a refundable deposit in connection with a consulting agreement between the Company and its client.


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NOTE 12 - LITIGATION  LEGAL PROCEEDING SETTLED AND UNPAID AS OF JUNE 30, 2010:   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. The settlement 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.


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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, 2010.  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 13 - 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 number of shares for the year ended June 30, 2010 were the same since the inclusion ofCommon stock equivalents is anti-dilutive.


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NOTE 14 - 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:  During the years ended June 30, 2010 and 2009, the Company purchased 0 and 170,000 treasury shares for $0 and $4,233 respectively.  The balance of treasury stock of 1,330,440 shares as of June 30, 2010amounting$1,330.  Common Stock:  Fiscal year ended June 30, 2010:  During the year ended June 30, 2010, the Company issued 3,150,000 shares of common stock valued at $157,500 for a payment of accrued payroll and consulting fees.  Fiscal year ended June 30, 2009:  During the year ended June 30, 2009, the Company issued 1,300,000 shares of common stock valued at $32,500 for a payment of accrued payroll and consulting fees.  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, 2010.   NOTE 15 - 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.


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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 yearsExpected volatility
     198%Expected dividend yield
     0%
  Following is a summary of the warrant activity for the year ended June 30, 2010  Warrants
outstanding
     Exercise
Price
     Aggregate Intrinsic ValueOutstanding, June 30, 2009
     250,000          -
     $0.015
     $3,000Granted
     -
     
     -Forfeited
     -                  -
     
     -Exercised
     -
     
     -Outstanding, June 30, 2010
     250,000
     $0.015
     $3,000
   Following is a summary of the status of warrants outstanding at June 30, 2010:  Exercise Price
     
     Total
Warrants
Outstanding
     
     Remaining
Life
(Years)
     
     Total
Exercise
Price
     
     Warrants
Exercisable
     
     Exercise Price$0.015
     
     250,000
     
     1.42
     
     $0.015
     
     250,000
     
     $0.015
   NOTE 16- GAIN ON SETTLEMENT OF DEBT  During the year ended June 30, 2010 and 2009, the Company recorded a loss of $2,701 and a gain $187,794 on the settlement of debt, respectively.  NOTE 17 - RELATED PARTY TRANSACTIONS  The Company accrued $210,000 salaries for Henry Fahman (President of the Company) and Tina Phan (Secretary of the Company) during the years ended June 30, 2010 and 2009.


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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, 2010, the Company earned the following revenues: Revenue
     Related/Unrelated
     Consideration
     Type of ConsiderationConsulting Fees
     Unrelated Party
     $  59,990
     CashManagement Fees
     Unrelated Party
     24,000
     CashTotal revenues earned
     
     $  83,990
 During the period ended June 30, 2009, the Company earned the following revenues: Revenue
     Related/Unrelated
     Consideration
     Type of ConsiderationConsulting Fees
     Unrelated Party
     $  2,080,200
     SharesManagement Fees
     Unrelated Party
     24,000
     CashReclassification of Shares received
     Unrelated Party
     (98,000)
     SharesTotal revenues earned
     
     $  2,006,200
   NOTE 18 - INCOME TAXES(RESTATED)  No provision was made for income tax since the Company has significant net operating loss carry forward. Through June 30, 2010, the Company incurred net operating losses for tax purposes of approximately $22.7 million.  The net operating loss carry forward may be used to reduce taxable income through the year 2029. Net operating loss for carry forwards for the State of California is generally available to reduce taxable income through the year 2029.  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. The net deferred tax asset balance, due to net operating loss carryforwards as of June 30, 2010 and 2009 were approximately $22.7 million and $20.9 million respectively.  A 100%  valuation  allowance  has been  established  against  the deferred  tax  assets,  as the  utilization  of the  loss  carryforwards  cannot reasonably be assured. The components of the net deferred tax asset are summarized below: (Value in 1,000,000)
     June 30, 2010
     June 30, 2009Deferred tax asset
     $     5.8
     $    5.1Valuation allowance
     (5.8)
     (5.1)$       -
     $        -


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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,            June 30, 20102009 Tax expense (credit) at statutory rate-federal                                  34%                 34% State tax expense net of federal tax                                                   6 %                  6% Changes in valuation allowance                                                     (40)                 (40) --------              -------- Tax expense at actual rate                                                                   --                      -- ========     ========    NOTE 19- 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, 2010, the business cooperation agreement could not be closed and the Company wrote off $109,600 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.


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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 did not recognize any revenues from this transaction as of June 30, 2010. 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, 2010, the Company has not completed the contemplated business combination for Thinh An and has not recognized any revenues from this transaction. OFFICE SPACE LEASE  The Company signed on a 5 year lease agreement for the corporate 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.  Theleases for offices in Vietnam are for 12 months starting January 2008 and July 2008, respectively.  The monthly rental is approximately $450 per month.  Future commitments under operating leases are as follows for the twelve months ending June 30:   2011                                                          86,007 2012                                                          89,017 2013                                                          76,777 2014- Total minimum lease payments$251,801  The rent expense was $130,710 and $157,476 for the year ended June 30, 2010 and 2009, respectively.


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NOTE 20 –NON-CONTROLLING INTERESTS IN SUBSIDIARIES (RESTATED) The Company had non-controlling interests in a number of its subsidiaries. The balance of non-controlling interest as of June 30, 2010 and 2009 was as follows:    (A)
     Philand Ranch Limited
  For the fiscal years ended June 30, 2010 and 2009, Philand Ranch Limited had net loss of $363,849 and $220,415. The related non-controlling interest was $93,618 and $54,002, respectively.  (B)
     Phi Mining
  For the fiscal years ended June 30, 2010 and 2009, Phi Mining had net loss of $23,430 and $39,474. The related non-controlling interest was $4,051 and $6,825, respectively.  NOTE 21- INVESTMENT IN CATALYST RESOURCE GROUP, INC (RESTATED)  During the fiscal year ended 2009, the Company exchanged 900,000 shares of PHILand Corporation, which were owned by the Company for 23,285,714 shares of Catalyst Resource Group, Inc. As of the date of this report, the Company currently owned 32,539,822 shares Catalyst Resource Group, Inc. common stock, or equivalent to approximately 34% of all the issued and outstanding common shares of Catalyst Resource Group, Inc. The value of the investment amounted $125,241 was written off as of June 30, 2009, and the adjustments have been carried forward into the financial statements contained in this filing.  NOTE 22 - GOING CONCERN UNCERTAINTY (RESTATED)  As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $26,999,492andnet lossamounting $3,568,438for the year ended June 30, 2010. 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, and this balance is subject to the renewal withVietnamesegovernmental authorities. This contract is due to expire on October 22, 2010, if the contract is not renewed this amount may be impaired.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. 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. The president and chairman of the Company has committed to funding the Company's operations for the next 12 months.


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NOTE 23 - 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.  These adjustments have been carried forward into the financial statements contained in this filing.  June 30, 2010
     
     June 30, 2010As originally filed
     
     As restated
     
     ChangeDeposit
     
     $20,016
     
     $13,161
     
     $6,854Investment under the equity method
     
     44,846
     
     -
     
     44,846Total assets
     
     1,085,351
     
     1,033,650
     
     51,701Shares to be issued
     
     63,854
     
     57,000
     
     6,854Additional paid-in-capital
     
     18,409,229
     
     19,827,736
     
     (1,418,507)Accumulated deficit
     
     (26,963,783)
     
     (26,999,492)
     
     35,709Non-controlling interest
     
     1,242,646
     
     (184,999)
     
     1,427,645Total stockholders’equity/(deficit)
     
     (7,056,103)
     
     (7,107,804)
     
     51,701Total liabilities and stockholders’ equity/(deficit)
     
     1,085,351
     
     1,033,650
     
     51,701
  June 30, 2009
     
     June 30, 2009As originally filed
     
     As restated
     
     ChangeOther current asset
     
     $142,902
     
     $136,048
     
     $6,854Total current assets
     
     2,109,836
     
     2,102,982
     
     6,854Investment under equity method
     
     125,421
     
     -
     
     125,421Total assets
     
     2,998,793
     
     2,866,520
     
     132,273Shares to be issued
     
     63,854
     
     57,000
     
     6,854Additional paid-in-capital
     
     18,254,877
     
     19,425,448
     
     (1,170,571)Accumulated deficit
     
     (23,312,662)
     
     (23,506,052)
     
     118,391Non-controlling interest
     
     1,071,261
     
     (106,338)
     
     1,177,599Total stockholders’deficit
     
     (3,728,869)
     
     (3,861,142)
     
     132,273Total liabilities and stockholders’ equity/(deficit)
     
     2,998,793
     
     2,866,520
     
     132,273
    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.


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ITEM9A.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 headingManagement's Report on Internal Control over Financial Reporting, our management concluded that our disclosure controls and procedures were not effective as of June 30, 2009. 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, 2009. In making this assessment, our management used the criteria established in theInternal Control—Integrated Frameworkissued 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.


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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, Kabani & Company, have not issued a report on our internal control over financial reporting as of June 30, 2010.  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, 2010, with respect to the Directors and Executive Officers of the Company.  NAMEAGEPOSITION Henry D. Fahman                                     56                                     Chairman of the Board, President, Acting Chief Financial Officer Tina T. Phan                                            43                                    Treasurer, Secretary Tam T. Bui                                                 49                                     Director Ghanshyam Dass                                     57                                     Director Frank Hawkins                                         69                                      Director Paul K. Nguyen                                       44                                      Director Lawrence G. Olson                                  73                                     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. Fahmanhas 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.


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Tam Buihas 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.  Ghanshyam DassOver the last two decades, Ghanshyam has been a strong advocate for sound corporate governance and high standards of transparency in relationship with the corporate sector in Asia. Ghanshyam joined NASDAQ OMX Group in 2000, and until February, 2009, he was Managing Director - Asia Pacific, prior to which he was the General Manager and Chief Executive of Majan International Bank, a subsidiary of Frankfurt-based Commerz Bank A.G.., in the Sultanate of Oman. He also worked on several assignments for the British Bank of the Middle East, including two years as the Chief Executive Officer for its India operations. He spent ten years with the Hong Kong and Shanghai Banking Corporation as Manager - South Asia & Middle East, Financial Institutions Group.  Previously, he spent over nine years with the U.S. Educational Foundation in India, the Bank of India, Wells Fargo Bank, San Francisco and Marine Midland Bank, N.A, New York before being seconded to Hong Kong and Shanghai Banking Corporation, India in January, 1986.  Ghanshyam is an Advisor to Intel Capital, a member of TiE, Association of Biotech Led Enterprises (ABLE), Bangalore Hardware Task Force, Founder Member Association of Outsourcing Professionals (AOP), Member Academic Council - Union Bank School of Management, Member of the CII National Council on Corporate Governance and Regulatory Framework and CII National Committee on Capital Markets and Government Nominee on the Governing Council of The Institute of Company Secretaries of India (ICSI). Ghanshyam is also a member of Brickwork Ratings, a credit rating agency, and Vice President Karnataka Athletics Association. He currently serves as Senior Advisor to KPMG, assisting their team to develop and further strengthen core businesses, by maximizing business opportunities, optimizing market synergies and complementarities across industry sectors and business lines, and strengthening relationship with Governments, Regulators and various trade bodies as also resolving critical business issues to facilitate the successful development and overall growth of business.  Frank Hawkins, Directorhas been a Director of the Company sinceApril 10, 2009 andMr. 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.


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Paul Nguyenhas 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. Olsonbecame 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. Phanhas been a Treasurer since April 10, 2009 and 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.


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(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, 2010 (198,453,375 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 CLASSBENEFICIAL OWNER (1)OWNERSHIPCLASS  Common Stock                  Henry D. Fahman                                     28,160,594 (2)                                        14.19% 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647  Common Stock                  Tina T. Phan (3)                                         16,579,646                                             8.35% 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647  Common Stock              Tam Bui                                             10,519,480                                       5.30% 17011 Beach Blvd., Suite 1230 Huntington Beach, CA 92647  Common Stock              Ghanshyam Dass                                                  300,000                                                                 * 31 A Sobha Emerald Sobha Suburbia Bangalore, India 560664  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                                              28.45% executive officers as a group (7 persons)


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(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.   ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES  Audit Fees The aggregate fees billed by Kabani & Company., independent auditors, for the audit of the Company’s annual consolidated financial statements and reviews of quarterly financial statements for the years ended June 30, 2010 and 2009  were $54,500 and $54,500  respectively. All Other Fees The Company did not pay Kabani & Company any non-audit fees for fiscal year 2010 or 2009.


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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, 2010 and 2009. Consolidated Statements of Operations                           — For the fiscal years ended June 30, 2010 and 2009 Consolidated Statements of Cash Flows                          — For the fiscal years ended June 30, 2010 and 2009 Consolidated Statements of Changes in Owners’ Equity — For the fiscal years ended June 30, 2010 and 2009 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (Kabani & Company)  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)


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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)


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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 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.


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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: April 7, 2011  By: /s/ Henry D. Fahman Henry D. Fahman, President  In accordance with the Exchange Actof 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.   SIGNATURETITLEDATE  /s/ Henry D. Fahman HENRY D. FAHMAN               Chairman/President/Acting Chief Financial Officer April 7, 2011  /s/ Tina T. PhanTreasurer TINA T. PHAN April 7, 2011  /s/ Tam T. BuiDirector TAM T. BUI April 7, 2011  /s/Frank HawkinsDirector FRANK HAWKINS April 7, 2011  /s/Paul K. NguyenDirector PAUL K. NGUYEN April 7, 2011   /s/ Lawrence G. OlsonDirector LAWRENCE G. OLSON April 7, 2011


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