Exhibit
31.2



CERTIFICATION
PURSUANT TO

SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002



I,
Henry D. Fahman, Acting Principal Financial Officer, PHI Group, Inc., certify that:



1.
I have reviewed the quarterly report on Form 10-Q filed with the Securities and Exchange Commission February 16, 2016 and the
amended report on this Form 10-Q/A of PHI Group, Inc. for the quarter ended December 31, 2015;



2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;



3.
Based on my knowledge, the financial statements, and other financial information included in Form 10-Q for the period ended December
31, 2015, filed February 16, 2016, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in the referenced Form 10-Q;



4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:



a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;



b)
Designed such internal control over financial reporting, or caused such internal control over reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;



c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and



d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and



5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):



a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and



b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.



|Date:
    March 30, 2016 | By: | /s/
    Henry Fahman                            
|------------------------ | --- | ------------------------------------------------
|                         |     | Henry
    Fahman                                
|                         |     | Acting
    Chief Financial Officer              
|                         |     | (Principal
    Financial and Accounting Officer)