UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A



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



For
the quarterly period ended: DECEMBER 31, 2015



or



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



For
the transition period from ________________________ to ________________________



Commission
File Number: 2-78335-NY







(Exact
name of registrant as specified in its charter)



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



|5348
    Vegas Drive, # 237 Las Vegas,       |  | NV
89108      
|-------------------------------------------- |  | --------------
|(Address
    of principal executive offices) |  | (Zip
    Code)



702-475-5430

(Registrant’s
telephone number, including area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] No [  ]



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



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



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


















EXPLANATORY
NOTE - AMENDMENT



The
sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2015 of
PHI Group, Inc. (the “Company” or “registrant”) filed with the Securities and Exchange Commission on February
16, 2016 (the “Form 10-Q”) is to amend the disclosure in Item 4 to accurately and adequately describe the Controls
and Procedures of the registrant for the referenced period.



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













ITEM
4. Controls and Procedures



Disclosure
Controls and Procedures



As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management
carried out an evaluation, with the participation of our Chief Executive Officer/Acting Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as
of the period covered by this report. Disclosure controls and procedures are defined as controls and other procedures that are
designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is (i)
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated
and communicated to the Company’s management, including its principal executive officer and principal financial officer,
as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation, our management (including
our Chief Executive Officer) concluded that our disclosure controls and procedures were not effective as of December 31, 2015,
based on the material weaknesses defined below:



| | (i)  | inadequate
    segregation of duties consistent with control objectives;              
| | ---- | --------------------------------------------------------------------------------------
| |      |                                                                                       
| | (ii) | ineffective
    controls over period-end financial disclosure and reporting processes.



Management’s
Remediation Plan



We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to implement the following changes in the future:



| | (i)  | appoint
    additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                            
| | (ii) | adopt
    sufficient written policies and procedures for accounting and financial reporting.                               



The
remediation efforts set out in (i) are largely dependent upon our company securing additional financing to cover the costs of
implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected
in a material manner. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.



Management
believes that despite our material weaknesses set forth above, our consolidated financial statements for the quarter ended December
31, 2015 are fairly stated, in all material respects, in accordance with US GAAP.



Changes
in Internal Control Over Financial Reporting



There
were no changes in our internal control over financial reporting during the quarter ended December 31, 2015 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM
6. EXHIBITS

The
following exhibits are filed as part of this report:



|Exhibit No. |  | Description                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                          
|31.1        |  | Certification
    by Henry D. Fahman, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                                          
|31.2        |  | Certification
    by Henry D. Fahman, Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      











SIGNATURES



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



|                         | PHI GROUP, INC.
|------------------------ | ---------------
|                         | (Registrant)   
|                         |                
|Date:
    March 30, 2016 | By:            
|                         |                
|                         |                
|                         |                
|                         |                
|Date:
    March 30, 2016 | By:            
|                         |                
|                         |                
|                         |