SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended MARCH 31, 2010ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from_________to_________Commission file number2-78335-NYPHI GROUP, INC.(Name of Issuer in its charter)  17011 Beach Blvd., Suite 1230, Huntington Beach, California 92647(Address of Principal Executive Offices) (Zip Code)(714) 843-5450Issuer's Telephone Number, Including Area Code(Former name, former address and former fiscal year, if changed since last report)Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Page1of36  1


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Yes X No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Large accelerated filer Accelerated filer company X
     Non-accelerated filer Smaller reporting
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X The number of shares outstanding of the registrant's Common Stock, $0.001 par value, was 198,453,375 as of May15, 2010. Page2of36  2


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PHI GROUP, INC.For the Period Ended March 31, 2010 PART I - FINANCIAL INFORMATION PageItem 1- Consolidated Financial Statements Unaudited
     4Consolidated Balance Sheets as of March 31, 2010 and June 30, 2009
     4Consolidated Statements of Operations for Three Months and Nine Months Ended March 31, 2010 and 2009
     5Consolidated Statements of Cash Flows for Nine Months Ended March 31, 2010 and 2009
     6Notes to Consolidated Financial Statements
     8Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations
     20Item 3- Quantitative and Qualitative Disclosures about Market Risk
     30Item 4- Controls and Procedures
     30PART II - OTHER INFORMATIONItem 1- Legal Proceedings
     30Item 1A- Risk Factors
     32Item 2- Unregistered Sales of Equity Securities and Use of Proceeds
     34Item 3- Defaults Upon Senior Securities
     34Item 4- Submission of Matters to a Vote of Security Holders
     34Item 5- Other Information
     34Item 6- Exhibits
     35SIGNATURES
     35
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PART I - FINANCIAL INFORMATION ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS Page4of36  4


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PHI GROUP, INC. AND SUBSIDIARIES(FORMERLY PROVIDENTIAL HOLDINGS, INC.) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - NATURE OF BUSINESS PHI GROUP, INC. (formerly Providential Holdings, Inc.), ("PHI") is engaged in a number of business activities, specifically merger and acquisition advisory services, real estate development, and mining. 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. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the audited financial statements for the year ended June 30, 2009. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the three and nine months ended March 31, 2010 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2010. 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 Limited, 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 financial statements in conformity with generally accepted accounting principles 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 periods. Actual results could differ from those estimates. 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 quoted on either the Pink Sheets or the OTC Bulletin Board. As such, each investment is accounted for in accordance with the provisions of ASC 320. Page9of36  9


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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 March 31, 2010, the marketable securities have been recorded at $0.00 based upon the fair value of the marketable securities. (Note 6) FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. The company adopted ASC 820 for assets and liabilities shown in the table below. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about the use of fair value measurements. The three levels of valuation hierarchy are defined as follows: 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
     
     Total31-March-10
     $
     -
     $
     -
     $
     -
     $
     -30-Jun-09
     $
     -
     $
     -
     $
     1,750,000
     $
     1,750,000Impairment of Long-Lived Assets
  We account for the impairment of long-lived assets, such as fixed assets, licenses, patents and trademarks, under the provisions of Financial Accounting Standards Board Accounting Standards Codification, ( FASB ASC ) 360, Property, Plant, and Equipment which establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to FASB ASC 360, we review for impairment when facts or circumstances indicate that the carrying value of long-lived assets to be held and used may not be recoverable. If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on various valuation techniques, including a discounted value of estimated future cash flows. We report impairment costs as a charge to operations at the time it is identified. RECENT ACCOUNTING PRONOUNCEMENTS In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements , now codified under FASB ASC Topic 605, Revenue Recognition , ( ASU 2009-13 ). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative Page10of36  10


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selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. Management is currently evaluating the potential impact of ASU2009-13 on our financial statements. In October, 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing , now codified under FASB ASC Topic 470 Debt , ( ASU 2009-15 ), and provides guidance for accounting and reporting for own-share lending arrangements issued in contemplation of a convertible debt issuance. At the date of issuance, a share-lending arrangement entered into on an entity s own shares should be measured at fair value in accordance with Topic 820 and recognized as an issuance cost, with an offset to additional paid-in capital. Loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs. The amendments also require several disclosures including a description and the terms of the arrangement and the reason for entering into the arrangement. The effective dates of the amendments are dependent upon the date the share-lending arrangement was entered into and include retrospective application for arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Management is currently evaluating the potential impact of ASU 2009-15 on our financial statements. In December, 2009, under FASB ASC Topic 860, Transfers and Servicing. New authoritative accounting guidance under ASC Topic 860, Transfers and Servicing, amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a qualifying special-purpose entity and changes the requirements for derecognizing financial assets. The new authoritative accounting guidance also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASC Topic 860 will be effective January 1, 2010 and is not expected to have a significant impact on the Company s financial statements. SEGMENT REPORTING For the three and nine month periods ended March 31, 2010 and 2009, the company focused on four segments of business activities: (1) M&A advisory and consulting services; (2) real estate development; (3) mining; and (4) special situations. However, there was no revenue generated from segments (2), (3), and (4) for these periods, therefore there was no necessary segment reporting. In the future, the company will begin report revenue for each segment accordingly when revenues are generated for the referenced segments. 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. Without admitting or denying any of the allegations, 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 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 and ceased its securities brokerage operation in October 2000. 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 interest payable totaling $340,600 was paid either in cash or with the issuance of common stock. The balance of Page11of36  11


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unredeemed preferred shares and the related interest has been included in current liabilities on the accompanying consolidated financial statements. NOTE 4-ACCOUNT RECEIVABLE During nine months period ended March 31, 2010 and 2009, the Company recorded $18,000 management revenue from Cavico Corporation. Prior to June 30, 2009, the management revenue from Cavico has been disclosed as related party transaction due to a common director. The accounts receivable from Cavico were $27,071 and $67,500 as of March 31, 2010 and June 30, 2009, respectively, The account receivable balance bears zero interest, unsecured, and due on demand. The Company has provided 50% provision, or $32,071 on the total outstanding accounts receivable as of March 31, 2010. NOTE 5 LOANS RECEIVABLE FROM RELATED PARTIES Loans receivable from related parties consist of the following at March 31, 2010 and June 30, 2009:   Loan to Cavico is unsecured, interest free and due on demand. A loan to Jeantex Group is unsecured and bears 8.5% interest per annum and due on demand. As of December 31, 2009, the Company deemed it appropriate to impair the loan receivable in the amount of $109,600 from Pho Express due to the uncertainty regarding the closing of a joint venture agreement between Pho Express and the Company NOTE 6 - OTHER CURRENT ASSETS The Other current assets comprise of the following as of March 31, 2010 and June 30, 2009:   NOTE 7- 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 quoted on either the, pink sheets or the OTC Bulletin Board. As such, each investment is accounted for in accordance with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures. Page12of36  12


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Marketable securities classified as available for sale consisted of the following as of March31, 2010:   The changes in net unrealized holding gain/loss on securities available for sale have been included as a separate component of stockholders' There is no an unrealized gain/loss for the periods ended March 31, 2010 and June 30, 2009, respectively. The Company recorded a realized loss on the sale of marketable securities of $0.00 and $2,111,248 for the periods ended March 31, 2010 and 2009, respectively. NOTE 8 - PROPERTY AND EQUIPMENT Property and equipment at March 31, 2010 and June 30, 2009 consists of the following:   Depreciation expenses were $10,031 and $6,919 for the periods ended March 31, 2010 and 2009, respectively. NOTE 9 - CONSTRUCTION IN PROGRESS Construction in progress represents the costs incurred by PHILand Corporation, a subsidiary of the Company for real estate development amounting to $690,694 as of Mar 31, 2010. The costs included interest capitalized of $114,184. NOTE 10 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES The accounts payable and accrued expenses at March 31, 2010 and June 30, 2009 consist of the following:   Page13of36 13


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NOTE 11 DUE TO OFFICERS Due to officer, represents advances made by officers of the Company and its subsidiaries, which are non-interest bearing, except for $100,000, unsecured and due on demand. As of March 31, 2010 and June 30, 2009, the balances were $1,246,756 and $1,013,561, respectively. The interest expenses from the $100,000 notes were $27,000 for the nine-month periods ended March 31, 2010 and March 31, 2009. NOTE 12 - LOANS AND PROMISSORY NOTES SHORT TERM NOTES PAYABLE: As of March 31, 2010 and June 30, 2009, the Company had short term notes payable amounting $2,301,375 and $2,310,085 with accrued interest of $1,305,093 and $833,607, respectively. These notes bear interest rates ranging from 6% to 36% per annum. $1,971,340 of these short term notes are past due and $338,745 are due on demand. The majority of the notes are unsecured except the following notes payable:   DUE TO PREFERRED STOCKHOLDERS: The Company classified $215,000 of preferred stock subscribed as a current liability payable to holders of preferred stock due to non compliance of preferred shares subscription agreement. This amount was past due as of March 31, 2010 The interest payable to holders of preferred stock of $252,055 and $232,655 has been included in accrued interest included in account payable and accrued expenses on the balance sheets as of March 31, 2010 and June 30, 2009, respectively. OTHER CURRENT LIABILITIES Other current liabilities for the three months ended March 31, 2010 are $119,691, which includes an overpayment of $89,691 received by the Company for the exercise of stock options during the year ended June 30, 2004 and $30,000 for a refundable deposit in connection with a consulting agreement between the Company and its client. These amounts are shown as other current liabilities on the consolidated financial statements. NOTE 13 - LITIGATION LEGAL PROCEEDING SETTLED AND UNPAID AS OF MARCH 31, 2010: Page14of36  14


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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. 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 as of March 31, 2010. 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 as of March 31, 2010. 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 as of March 31, 2010. 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 as of March 31, 2010. DOW JONES & COMPANY, INC. VS. PROVIDENTIAL SECURITIES, INC. AND PROVIDENTIAL HOLDINGS, 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 Providential Holdings, 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 Page15of36  15


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this case. The sought amount of $9,973 (excluding interest) has been accrued in Accrued Expenses in the accompanying consolidated financial statements as of March 31, 2010. 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. The sought amount of $14,439 has been accrued in the accompanying consolidated financial statements as of March 31, 2010. 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. (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. This amount has been accrued in the accompanying consolidated financial statements as of March 31, 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, without admitting or denying any of the allegations, 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 as of March 31, 2010 (Note 2). 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 as of March 31, 2010. NOTE 14 - BASIC AND DILUTED NET LOSS PER SHARE Net loss per share is calculated in accordance with ASC 260, "Earnings per Share". Under the provision of ASC 260, 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. NOTE 15 - STOCKHOLDER'S EQUITY Effective April 13, 2009, the Company amended its articles of incorporation to change its par values of preferred and common stock to $0.001. The Company has 400,000,000 authorized capital stock, consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. The effect of the change has been reflected retroactively in the consolidated financial statements. Treasury Stock: The balance of treasury stock as of March 31, 2010 was 1,330,440 shares valued at $1,330. Page16of36  16


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Common Stock: There is issuance 3,150,000 of common stock during the nine months ended March 31, 2010 in which 200,000 shares issued for consulting, 1,200,000 shares issued for directors services and 1,750,000 shares issued for accrued salaries. Shares to be issued: On June 6, 2006, Luberski Inc. transferred and subsequently sold 1,000,000 shares of common stock of Providential Holdings, 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. As of June 5, 2009, the shares to be issue to CEO and Treasurer amounted of $$6,854 in connection with investment in PHILAND Ranch Limited (UK) NOTE 16 - 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. As of March 31, 2010, 13,978,512 shares have been issued for salaries, consulting and professional services in lieu of cash under this plan. The Company accounts for stock based compensation in accordance with Statement No. 123R , Share-Based Payment (SFAS 123R) (ASC 718, Stock Compensation), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. 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:   Following is a summary of the warrant activity for the year ended June 30, 2009:   17


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Following is a summary of the status of warrants outstanding at March 31, 2010:  NOTE 17- LOSS ON SETTLEMENT OF DEBTS During the period ended March 31, 2010 and 2009, the Company recorded a loss of $2,701 and a gain of $133,757 on settlement of debts, respectively. NOTE 18 - RELATED PARTY TRANSACTIONS The Company accrued salaries of $157,500 for the President and the Treasurer of the Company during the periods ended March 31, 2010 and 2009. The company issued 1,750,000 shares to the President and the Treasurer, which is equivalent to $87,500 as partial payments towards the amounts of accrued salaries. 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 agreed to pay Hawk Associates $4,500 per month for the investor relations consulting services and 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. The Company paid $96,100 toward this investment and loaned $13,500 to Pho Express as of September 30, 2009. The business cooperation agreement was not closed, thus the business combination deal was never legally enforceable and not effective as of March 31, 2010 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 Page18of36  18


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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. AGREEMENT WITH EMHI LAND CORPORATION On October 24, 2009, Philand Corporation, a wholly-owned subsidiary of the Company, signed an agreement with EMHI Land Corporation, a Nevada corporation, to co-develop a 300-500 hectare township to be anchored with a GMG-branded theme park in South Hoi An, Quang Nam Province, Vietnam. According to the co-development agreement, Philand Corporation will be responsible for securing the site and EMHI Land Corporation will be responsible for securing the MGM license for the project. The Company shall deliver or cause to be delivered 200,000 shares of free-trading stock of Philand Ranch Limited to EMHI Land Corporation to be held on behalf of the joint venture company, immediately following the signing of this agreement, which shares shall serve as a collateral for a $500,000 good-faith deposit to be made by Philand Corporation to the joint venture company. EMHI Land Corporation shall transfer said 200,000 shares of Philand Ranch Limited stock to the joint venture company when this joint venture company is established. Philand Corporation agrees to make an initial deposit $100,000 toward the joint venture company as soon as practicably possible. When the total deposit of $500,000 to the joint venture company is completed, the joint venture company shall return said 200,000 shares of stock of Philand Ranch Limited to Philand Corporation and/or PHI Group, Inc. The $500,000 deposit is considered an investment by Philand Corporation in the joint venture company if the conditions set forth with regard to the securing of the site are satisfied within three (3) months following the signing of the co-development agreement, otherwise; the initial cash deposit will be forfeited to EMHI Land Corporation. No other activity has taken place with respect to this agreement. The join venture was not yet established as of March 31, 2010. On February 26, 2010, the Company and its majority owned subsidiary Philand Ranch Limited entered into a Business Cooperation Agreement with EMHI Land Corporation, a Nevada corporation (EMHI), whereby EMHI agreed to provide financing of up to $100 million for Philand Ranch development projects through EMHI banking partners in form of loans to Philand Vietnam Ltd, in exchange for equal equity ownership in Philand Ranch Limited as that of PHI Group, Inc. s. The Business Cooperation Agreement called for the first tranche of funding of 140 Billion Vietnamese Dongs (VND) to be closed on March 31, 2010 and a total of $30 million within the first twelve months following the first closing. The Company agreed to deliver or cause to be delivered to EMHI such amount of shares of ordinary stock of Philand Ranch Limited, which shall represent an equal amount of the PHI Group, Inc. s ownership shares in Philand Ranch Limited upon the closing of the first tranche of funding. The Company also agreed to provide Twenty-Five Billion Vietnamese Dongs from the first closing to EMHI on a non-recourse capital contribution to carry out the initial work to be performed for the feasibility study of the MGM-type theme park project in South Hoi An. In addition, both EMHI and the Company agreed to spin off Provimex, Inc., Vietnam Media Group, Inc. (formerly Touchlink Communications, Inc.), and Philand Ranch, Ltd, a Singapore corporation, as separate publicly traded companies. Both parties agreed to extend the closing of the first tranche to April 30, 2010 and subsequently to May 31, 2010. As of the dated date of this report, the Company has not closed the initial tranche of 140 Billion Vietnamese Dongs from EMHI s banking partners according to the Business Cooperation Agreement and the Amendments thereof. AGREEMENT WITH PAUL CHAM GROUP COMPANY, LTD. On October 31, 2009, Philand Corporation, a wholly-owned subsidiary of the Company, signed an agreement with Paul Cham Group Company, Ltd., a company organized and existing under the laws of the Kingdom of Cambodia, ( PaulCham) to co-develop and resort and residential project on Koh Tonsay Island, Kep Province, Kingdom of Cambodia. The site has been granted to PaulCham under a ninety-nine year lease covering an area of approximately 200 hectares. The capital contributions for and ownership structure in this co-development project will be determined and agreed upon by both parties following a mutually acceptable feasibility study. OFFICE SPACE LEASE Page19of36  19


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The Company PHI Group 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. The office lease contract for Providential Vietnam located in Vietnam has been terminated since October 30, 2009 upon the settlement of the lease agreement signed on the same date, October 30, 2009. PHILAND in Vietnam has a lease on monthly basis, and the lease amount is approximately $5,100 per year. Future lease commitments under operating leases are as follows for the twelve months ending December 31:   The rent expense was $106,953 and $63,361 for the periods ended March 31, 2010 and 2009, respectively. NOTE 20 - INVESTMENT IN JEANTEX GROUP, INC. As of June 30, 2009, the Company exchanged 900,000 shares of PhiLand Corporation which were owned by the Company for 23,285,714 shares of Jeantex Group, Inc. As of the date of this report, the Company currently owned 32,539,822 shares Jeantex Group, Inc. common stock, or equivalent to approximately 33% of all the issued and outstanding common shares of Jeantex Group, Inc. The Company accounting for this equity method investee is discussed below. The following is the condensed financial position and result of operation of Jeantex as of and for the years ended presented below:   During the nine month ended March 31, 2010, the company recorded a loss of $26,964 for the investment in Jeantex Group. NOTE 21 - GOING CONCERN UNCERTAINTY Page20of36  20


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As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $26,516,390 and negative cash flow from operations amounting $266,716 for the period ended March 31, 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. Management has taken action to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs through June 30, 2010 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. ITEM 2. 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. INTRODUCTION PHI Group, Inc. ("PHI"), formerly Providential Holdings, Inc., through its wholly-owned and majority-owned subsidiaries engages in a number of diverse business activities including merger and acquisition advisory services, consulting, real estate development, mining, independent energy, import and export, fund management, and multimedia 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"), formerly Providential Holdings, Inc., was organized under the laws of the State of Nevada on June 8, 1982 under the name of JR Consulting, Inc. Following the acquisition of Providential Securities, Inc., a California-based brokerage firm, the Company changed its name to Providential Securities, Inc. (Nevada) on January 12, 2000. Subsequently, the Company changed its corporate name to Providential Holdings, Inc. on February 9, 2000 and to PHI Page21of36  21


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Group, Inc. on April 13, 2009. 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., which operated two modeling agencies, one in New York and one in California. In October 2000,Providential Securities withdrew its membership and ceased its securities brokerage business. BUSINESS RESTRUCTURING Following the termination 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, 2009 the Company increased its focus on real estate development activity in Vietnam and Southeast Asia through Philand Ranch Limited, a majority-owned subsidiary of the Company, on mining activity in Southeast Asia through PHI Mining Group, Inc., a majority-owned subsidiary of the Company, and on assisting Vietnamese companies to go public in the U.S. stock market and investing in Vietnam through Providential Capital, Inc. and Providential Vietnam, Ltd., both of which are wholly-owned subsidiaries of the Company. Events and developments relating to these areas are described in more detail below. BUSINESS STRATEGY PHI GROUP INC s strategy is to: 1. Identify, build, acquire, commit and deploy valuable resources with distinctive competitive advantages; 2. Identify, evaluate, participate and compete in attractive businesses that have large, growing market potential; 3. Design and implement best-of-breed management systems; and 4. Build an attractive investment that includes points of exit for investors through capital appreciation or spin-offs of business units. SUBSIDIARIES: 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 of PhiLand Corporation in exchange for the same amount of ordinary shares of Philand Ranch Limited. Philand Corporation is a Nevada corporation which was set up 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 is $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 and formed 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 Page22of36  22


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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 newly issued for cash of $24,000 and 200,000 shares PhiLand Corporation 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, the Company currently owns 18,734,753 shares of ordinary stock of Philand Ranch Limited, which is listed on the Open Market Segment of the Frankfurt Stock Exchange under the symbol 1P8.F, WKN A0RPEA. On October 24, 2009, Philand Corporation signed an agreement with EMHI Land Corporation, a Nevada corporation, to co-develop a 300-500 hectare township to be anchored with a GMG-branded theme park in South Hoi An, Quang Nam Province, Vietnam (Note 16). On October 31, 2009, Philand Corporation, a wholly-owned subsidiary of the Company, signed an agreement with Paul Cham Group Company, Ltd., a company organized and existing under the laws of the Kingdom of Cambodia, ( PaulCham) to co-develop and resort and residential project on Koh Tonsay Island, Kep Province, Kingdom of Cambodia. The investment license has been granted to PaulCham under a ninety-nine year lease covering an area of approximately 200 hectares for this development project, which includes a casino. The capital contributions for and ownership structure in this co-development project will be determined and agreed upon by both parties following a mutually acceptable feasibility study (Note 16). 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 to PHI 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 as of March 31, 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, 2009, 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 March 31, 2010, 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 currently owns approximately 87.12% of PHI Mining Group. 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 Page23of36  23


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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. Providential Capital has successfully managed merger plans for several publicly-traded companies and is currently focusing on a number of target companies in the US and Vietnam and expects to generate additional business in the Pacific Rim in the next twelve months. PROVIDENTIAL VIETNAM LTD. Providential Vietnam is a Vietnamese corporation and wholly-owned subsidiary of PHI Group, Inc. This subsidiary started operation in May 2008 to provide M&A advisory services, financial and management consulting, corporate restructuring, and investment banking services to companies in Vietnam. 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 three and nine-month periods ended March 31, 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 three and nine month periods ended March 31, 2010 or 2009. 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 three and nine month periods ended March 31, 2010 and 2009. Page24of36  24


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MINORITY INTERESTS: JEANTEX GROUP, INC. (formerly LEXOR HOLDINGS, 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 was 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. 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. As a result, the Company currently owns 32, 977,831 shares of Jeantex Group, Inc. common stock, or equivalent to 34.26%. Jeantex Group has been actively seeking a business opportunity for potential acquisition or merger. 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. The Company has impaired all its investments in Provimex-HTV. 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. CRITICAL ACCOUNTING POLICIES Page25of36  25


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INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These statements should be read in conjunction with the audited financial statements for the year ended June 30, 2009. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the three and nine months ended March 31, 2010 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2010. 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 Limited, 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 financial statements in conformity with generally accepted accounting principles 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 periods. Actual results could differ from those estimates. 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 quoted on either the Pink Sheets or the OTC Bulletin Board. As such, each investment is accounted for in accordance with the provisions of ASC 320. 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 March 31, 2010, the marketable securities have been recorded at $0.00 based upon the fair value of the marketable securities. (Note 6) FAIR VALUE OF FINANCIAL INSTRUMENTS ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. The company adopted ASC 820 for assets and liabilities shown in the table below. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about the use of fair value measurements. The three levels of valuation hierarchy are defined as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Page26of36  26


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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.   Impairment of Long-Lived Assets We account for the impairment of long-lived assets, such as fixed assets, licenses, patents and trademarks, under the provisions of Financial Accounting Standards Board Accounting Standards Codification, ( FASB ASC ) 360, Property, Plant, and Equipment which establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to FASB ASC 360, we review for impairment when facts or circumstances indicate that the carrying value of long-lived assets to be held and used may not be recoverable. If such facts or circumstances are determined to exist, an estimate of the undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on various valuation techniques, including a discounted value of estimated future cash flows. We report impairment costs as a charge to operations at the time it is identified. RECENT ACCOUNTING PRONOUNCEMENTS In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements , now codified under FASB ASC Topic 605, Revenue Recognition , ( ASU 2009-13 ). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. Management is currently evaluating the potential impact of ASU2009-13 on our financial statements. In October, 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing , now codified under FASB ASC Topic 470 Debt , ( ASU 2009-15 ), and provides guidance for accounting and reporting for own-share lending arrangements issued in contemplation of a convertible debt issuance. At the date of issuance, a share-lending arrangement entered into on an entity s own shares should be measured at fair value in accordance with Topic 820 and recognized as an issuance cost, with an offset to additional paid-in capital. Loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs. The amendments also require several disclosures including a description and the terms of the arrangement and the reason for entering into the arrangement. The effective dates of the amendments are dependent upon the date the share-lending arrangement was entered into and include retrospective application for arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Management is currently evaluating the potential impact of ASU 2009-15 on our financial statements. Page27of36  27


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In December, 2009, under FASB ASC Topic 860, Transfers and Servicing. New authoritative accounting guidance under ASC Topic 860, Transfers and Servicing, amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a qualifying special-purpose entity and changes the requirements for derecognizing financial assets. The new authoritative accounting guidance also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASC Topic 860 will be effective January 1, 2010 and is not expected to have a significant impact on the Company s financial statements. SEGMENT REPORTING For the three and nine month periods ended March 31, 2010 and 2009, the company focused on four segments of business activities: (1) M&A advisory and consulting services; (2) real estate development; (3) mining; and (4) special situations. However, there was no revenue generated from segments (2), (3), and (4) for these periods, therefore there was no necessary segment reporting. In the future, the company will begin report revenue for each segment accordingly when revenues are generated for the referenced segments. RESULTS OF OPERATIONS The following is a discussion and analysis of our results of operations for the three-month and nine-month periods ended March 31, 2010 and 2009, our financial condition at March 31, 2010 and factors that we believe could affect our future financial condition and results of operations. Historical results may not be indicative of future performance. This discussion and analysis should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. Our consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States ( GAAP ). All references to dollar amounts in this section are in United States dollars. Three months ended March 31, 2010 compared to the three months ended March 31, 2009 Total Revenues: Total revenues were $6,000 and $6000 for the three months ended March31, 2010, and 2009, respectively from management services and consulting services. No consulting revenue was generated in the three months ended March 31, 2009. Operating Costs and Expenses: Total operating expenses were $297,598 and $264,893 for the three months ended March 31, 2010, and 2009, respectively. The increase is primarily due to the increase in salaries due to hiring additional staffs and legal services. Professional services were $153,608 and $101,505 for the comparable periods. General and administrative expenses were $47,335 and $84,937 for the comparable periods. The decrease in general and administrative expenses was due to reductions in rent and traveling expenses. During the current three months, the Company recorded salaries and wages of $94,458 as compared to $75,469 in the corresponding three months of the previous fiscal year. Other Income and Expenses: Total other expense was $171,839 for the three months ended March 31, 2010 compared to other expense of $422,708 for the three months ended March 31, 2009. The decrease in other expense was due primarily to loss on sale of marketable securities in the corresponding period of the prior year. Page28of36  28


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Interest expense was $158,604 and $100,374 for the three months ended March 31, 2010, and 2009, respectively. Net Income and Loss: Net loss for the three months ended March 31, 2010 was $ 443,192 as compared to $675,925 for the same period in 2009, which is equivalent to $(0.01) per share for the current period and $(0.00) per share for the same period in 2009, both based on the weighted average number of basic and diluted shares outstanding. The decrease in net loss for the current period is primarily due to the absence of loss on sale of marketable securities compared to loss on sale of marketable securities of in the corresponding period ended March 31, 2009, a decrease in total operating expenses in the three-month period ended March 31, 2010 compared to the same period in 2009. Nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 Total Revenues: Total revenues were $18,000 and $2,000,220 for the nine months ended March 31, 2010, and 2009, respectively. The decrease is primarily due to the absence of M&A consulting revenues was in the nine months ended March 31, 2010. Operating Costs and Expenses: Total operating expenses were $928,293 and $1,091,508 for the nine months ended March 31, 2010, and 2009, respectively. The decrease is primarily due to decreases in accounting services reduction of a senior executive staff. Professional services were $299,490 and $445,702 for the comparable periods due to cut in consulting expenses. During the current nine months the company recorded salaries of $278,465 as compared to $306,213 of salaries in the nine months last year. General and administrative expense was increased by $7,634 during the nine months ended March 31, 2010. Other Income and Expenses: Interest expense was $457,712 and $367,890 for the nine months ended March 31, 2010, and 2009, respectively. During the nine months ended March 31, 2010, the Company recorded a loss on the sale of assets of $701, a loss on debt settlement of $2,701 as compare Company recorded a loss on the sale of marketable securities of $2,111,248 a gain on debt settlement of $133,757 and a loss on conversion of note of $27,400 in the same period last year. The company also recorded a loss of $26,964 on the investment in Jeantex during the nine months ended March 31, 2010 as compare to zero for the same period in 2009. Impairment of marketable security and loan receivable were total of $ 1,859,600 as compare to zero in the same period last year. Other income for the six months ended March 31, 2010 was $2,774 as compared to $1,097 for the same period in 2009. Net Loss: Net loss for the nine months ended March 31, 2010 was $3,203,727, compared to net loss of $1,444,122 for the same period in 2009, which is equivalent to $(0.01) per share for the current period and $(0.00) per share for the same period in 2009, based on the weighted average number of basic and diluted shares outstanding. LIQUIDITY AND CAPITAL RESOURCES The Company had consolidated cash of $2,509 and $29,352 as of March 31, 2010 and 2009, respectively. Page29of36  29


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The Company's operating activities used $266,716 and $659,905 in the nine months ended March 31, 2010 and 2009, respectively. The difference is mainly attributable to the decrease in activities of the Company. Cash generated from investing activities was $36,239 for the nine months ended March 31, 2010 as compared to cash used in investing of $280,350 for the same period in 2009, respectively. The difference is mainly attributable to the construction in progress of $33,232 in the nine-month period ended March 31, 2010, compared to the construction in progress of $488,106 in the prior period, purchase of market securities $ 25,292 in the same period of 2009, and proceeds from sale of marketable securities of $268,840 in the same period of 2009. Cash provided by financing activities was $195,174 for the nine months ended March 31, 2010, as compared to $852,441 for the nine months ended March 31, 2009. The decrease in cash provided by financing activities is mainly due to a decrease in cash received from notes and borrowings from officers, a decrease of proceeds on notes payable, a decrease in payments on notes payable between the nine-month periods ended March, 2010 and 2009, an increase in proceeds from sale of stock of subsidiary of $128,189 in the current nine-month period compared to the previous nine-month period. The Company s operations are currently financed through various loans and sale of marketable securities. Management has taken action to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs. 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 or that additional capital will be available on a timely basis or at acceptable terms. COMPANY'S PLAN OF OPERATION FOR NEXT 12 MONTHS For the next twelve months, the Company intends to: (1) emphasize on M&A advisory services for small and mid-sized companies in the US and the Pacific Rim; (2) focus on the development of the real estate program in central Vietnam, including the Pointe 91 luxury hotel resort and premium residential community at Bien Rang, the free trade zone in Chu Lai, Nui Thanh District, and the proposed township to be anchored with a MGM-type theme park in South Hoi An, Quang Nam Province, Vietnam, and the co-development of Koh Tonsay Island resort in Kep Province, Cambodia, through the Company s majority-owned subsidiary, PhiLand Ranch Limited; (3) to develop the mining business in Southeast Asia and other regions of the world through the Company s majority-owned subsidiary PHI Mining Group, Inc., and (4) to engage in other special situations that may create significant 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 3. 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. Page30of36  30


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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. ITEM4. CONTROLS AND PROCEDURES Evaluation of Disclosure and Procedures As of March 31, 2010 , the end of the period covered by this report, the Company s Chief Executive Officer and Chief Financial Officer reviewed and evaluated the effectiveness of the Company s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). As of the end of the period covered by this report, based on that evaluation, the Company s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective in ensuring that material information that the Company must disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, the Exchange Act , is recorded, processed, summarized, and reported on a timely basis, and that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company s chief executive officer and chief financial officer as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Controls There was no change in our internal control over financial reporting that occurred during this fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II-OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS 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. since 2000. LEGAL PROCEEDING SETTLED AND UNPAID AS OF MARCH 31, 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 Page31of36  31


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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 as of March 31,2010. 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 as of March 31, 2010. 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 as of March 31, 2010. 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 as of March 31, 2010. DOW JONES & COMPANY, INC. VS. PROVIDENTIAL SECURITIES, INC. & PROVIDENTIAL HOLDINGS, 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 Providential Holdings, 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 as of March 31, 2010. 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 Page32of36  32


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law suit and any other relief the Court may deem just and proper. The sought amount of $14,439 has been accrued in the accompanying consolidated financial statements as of March 31, 2010. 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. (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. Plaintiff currently holds collateral from PHI Group, Inc. with value in excess of $140,000. This amount has been accrued in the accompanying consolidated financial statements as of March 31, 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, without admitting or denying any of the allegations, 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 as of March 31, 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 as of March 31, 2010. ITEM 1A. 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 Page33of36  33


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into our operations. Although potential synergy may be achieved by acquisitions of related technologies and businesses, no assurance can be given as to the Company's ability to integrate successfully any operations, personnel, services or products that have been acquired or might be acquired in the future. Failure to successfully assimilate acquired organizations could have a material adverse effect on the Company's business, financial condition and operating results. Acquisitions involve a number of special risks, including: failure of the acquired business to achieve expected results;
diversion of management s attention;
failure to retain key personnel of the acquired business;
additional financing, if necessary and available, could increase leverage, dilute equity, or both;
the potential negative effect on our financial statements from the increase in goodwill and other intangibles; and
the high cost and expenses of completing acquisitions and risks associated with unanticipated events or liabilities. These risks could have a material adverse effect on our business, results of operations and financial condition since the values of the securities received for the consulting service at the execution of the acquisition depend on the success of the company involved in acquisition. In addition, our ability to further expand our operations through acquisitions may be dependent on our ability to obtain sufficient working capital, either through cash flows generated through operations or financing activities or both. There can be no assurance that we will be able to obtain any additional financing on terms that are acceptable to us, or at all. Our businesses are currently focused in Vietnam, and any adverse change to the economy or business environment in Vietnam could significantly affect our operations, which would lead to lower revenues and reduced profitability. Our operations are currently concentrated in Vietnam. Because of this concentration in a specific geographic location, we are susceptible to fluctuations in our business caused by adverse economic or other conditions in this region, including stock market fluctuation. A stagnant or depressed economy in Vietnam generally, or in any of the other markets that we serve, could adversely affect our business, results of operations and financial condition. Risks Related to our Securities Insiders have substantial control over the company, and they could delay or prevent a change in our corporate control, even if our other stockholders wanted such a change to occur. Our executive officers/directors and principal stockholders who hold 5% or more of the outstanding common stock owned as of March 31, 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. Page34of36  34


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Under the rules of the Securities and Exchange Commission, if the price of our securities on the OTC Bulletin Board is below $5.00 per share, our securities are within the definition of a "penny stock." As a result, it is possible that our securities may be subject to the "penny stock" rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock. These regulations require broker-dealers to: *Make a suitability determination prior to selling penny stock to the purchaser; *Receive the purchaser's written consent to the transaction; and *Provide certain written disclosures to the purchaser. These requirements may restrict the ability of broker/dealers to sell our securities, and may affect the ability to resell our securities. Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly for us. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly-traded companies to obtain. ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None, except as may be noted elsewhere in this report. ITEM 3 DEFAULTS UPON SENIOR SECURITIES None, except as may be noted elsewhere in this report. ITEM 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 OTHER INFORMATION None, except as may be noted elsewhere in this report. ITEM 6. EXHIBITSThe following exhibits are filed as part of this report:Exhibit No. Description 21.1
     Subsidiaries of registrant31.1
     Certification by Henry D. Fahman, Chief Executive Officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. Page35of36  35


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31.2
     Certification by Henry D. Fahman, Financial Officer, pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.32.1
     Certification by Henry D. Fahman, Chief Executive Officer of the Registrant, pursuant to Section 906of the Sarbanes-Oxley Act of 2002.32.2
     Certification by Henry D. Fahman, Chief Financial Officer of the Registrant, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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: May 21, 2010By: /s/ Henry D. FahmanHenry 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.   36


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