SUBSEQUENT EVENT

6 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENT

NOTE 17 – SUBSEQUENT EVENT

These financial statements were approved by management and available for issuance on or about February 21, 2022. Subsequent events have been evaluated through this date.

1. ISSUANCES OF COMMON STOCK

From January 1, 2022 to February 21, 2022, the Company issued a total of 119,466,842 shares of its Common Stock for conversion of convertible promissory notes by Power Up Lending Group and exercise of warrants by Mast Hill Fund LP.

2. Incorporation of wholly-owned subsidiary PHILUX GLOBAL ENERGY, INC. for the acquisition of Kota Energy Group LLC and Kota Construction LLC

On January 3, 2022, the Company filed “Profit Corporation Articles of Incorporation” with the Wyoming Secretary of State to incorporate “PHILUX GLOBAL ENERGY, INC.” – Original ID: 2020-001066221, as a wholly-owned subsidiary of the Company to serve as the holding company for the contemplated acquisition of fifty-point one percent (50.10%) ownership in both Kota Energy Group LLC and Kota Construction LLC, both of which are California limited liability companies.

3. Memorandum of Understanding/Loan Agreement between Al Aqel and Partners Investment LLC and PHI Group, Inc.

On January 17, 2022, the registrant signed a Memorandum of Understanding/Loan Agreement with Al Aqel and Partners Investment LLC, an Oman company with address at Muscat Governorate Bousher 119 Alamarat, Muscat. P.O. BOX: 2393 Sultanate of Oman, for a project financing loan program of One Billion U.S. dollars. The term of the loan will be ten years and the interest rate will be 3.00% per annum, with a two-year grace period.

The closing of this transaction is subject to having met certain administrative, legal and financial requirements, including a collateral for the loan to be secured by a surety bond of 1% of the total loan amount to deducted from the proceeds of the loan.

The Company intends to use the funds from this loan program for acquisition and development of operating business targets, as well as investment in selective projects in the areas of real estate, infrastructure, renewable energy, healthcare, agriculture and special opportunities.

This event was reported with the Securities and Exchange Commission on Form 8-K filed on January 31, 2022.

4. Loan Agreement between Arab League Investment Group and PHI Group, Inc.

On January 17, 2022, the registrant signed a Loan Agreement with Arab League Investment Group, an Egyptian company with address at Arab League Tahrir Square, Downtown Business District, Cairo, Egypt, for acquisition financing loan program of Two Hundred Million U.S. dollars. The term of the loan will be fifteen years and the interest rate will be 2.5% per annum, with a three-year grace period.

The closing of this transaction is subject to having met certain administrative, legal and financial requirements, including an acceptable and satisfactory collateral for the loan.

The Company intends to use the funds from this loan program for the acquisition of two target companies and further business development of the acquirees.

This event was reported on Form 8-K as filed with the Securities and Exchange Commission on January 31, 2022.

5. AGREEMENT OF PURCHASE AND SALE WITH FIVE GRAIN TREASURE SPIRITS CO. LTD.

On January 18, 2022, PHI Group, Inc. (the “Registrant”) entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. (“FGTS”), a company organized and existing by virtue of the laws of People’s Republic of China, with principal business address at Jigu Road Economic Zone, Shulan City, Jilin Province, China, and the holders of majority equity ownership in FGTS (the “Majority Shareholders”) to acquire seventy percent (70%) of ownership in FGTS for the total purchase price of one hundred million U.S. dollars, to be paid according to the following schedule:

(i)	A two percent (2%) earnest deposit of the Total Purchase Price shall be paid upon the signing of this Agreement;
(ii)	Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on March 18, 2022;
(ii)	Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on June 18, 2022; and
(ii)	Thirty-two Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on September 18, 2022.

The Closing of this transaction is scheduled for September 18, 2022 or sooner when the total purchase price is paid in full.

The foregoing description of the Agreement of Purchase and Sale dated January 18, 2022 among PHI Group, Inc., Five Grain Treasure Spirits Co., Ltd. and its Majority Shareholders is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K with the Securities and Exchange Commission on January 20, 2022 and incorporated herein by reference.

6. AGREEMENT OF PURCHASE AND SALE WITH KOTA CONSTRUCTION LLC AND KOTA ENERGY GROUP LLC

Effective January 26, 2022, PHI Group, Inc. signed Agreements of Purchase and Sale with KOTA Construction LLC and KOTA Energy Group LLC, both of which are California limited liability companies (collectively referred to as “KOTA”), to acquire 50.10% of Kota Energy Group LLC for $12,524,469 and 50.10% of Kota Construction LLC for $51,600,531, totaling $64,125,000, to be paid in cash. The closing date of these transactions shall be the date on which the closing actually occurs, which is expected to happen as soon as possible and no later than forty-five days from the effective day.

The foregoing description of Agreements of Purchase and Sale by and between the Company and KOTA is qualified in their entirety by reference to the full text of said Agreements, which were filed as Exhibit 10.1 and Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2022 and incorporated herein by reference.

KOTA, operating under two legal entities as Kota Energy Group LLC and Kota Construction LLC, provides solutions for solar energy to residential and commercial customers, with unique competitive advantages. As one of the fastest growing sales and installation engines in the country, KOTA prioritizes itself to have the best employee and customer experience possible, through its high standard of installation quality, its industry leading technology platforms, which enable increased sales volume, while maintaining fast, and transparent project timelines. It’s strategic partnerships with key players in the solar industry, have increased margins, while delivering top tier products to customers, without sacrificing quality. KOTA’s guiding core values of “Become, Create, Give” have been the driving factor in decision making that have led it to become the most highly sought-after solar company to work with in the solar industry. Website: KOTA Energy Group: https://www.kotasolar.com

KOTA’s management has devised a plan to accelerate the company’s growth and expansion and is confident that with adequate financial resources KOTA can generate up to one billion dollars in revenue within the next twelve months.

7. OFFERING STATEMENT ON FORM 1-A

On February 9, 2022, the Company filed a Form 1-A with the Securities and Exchange Commission to offer up to 3,750,000,000 shares of its Common Stock, par value of $0.001 per share, under Tier 2 - Regulation A to raise up to $75,000,000. The Company intends to use the proceeds from this offering to pay for acquisitions, business development and working capital.