Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PHI GROUP INC | |
Entity Central Index Key | 704,172 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,935,141 | |
Trading Symbol | PHIL | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,590 | $ 38,369 |
Marketable securities | 500,671 | 502,696 |
Other current assets | 128,899 | 133,000 |
Total current assets | 634,160 | 674,064 |
Other assets: | ||
Investments | 35,500 | |
Total other assets | 35,500 | |
Total Assets | 669,660 | 674,064 |
Current liabilities: | ||
Accounts payable | 148,362 | 159,875 |
Accrued expenses | 471,059 | 384,929 |
Short-term notes payable | 900,658 | 873,008 |
Due to officers | 279,142 | 592,141 |
Client deposits | 780 | 780 |
Derivative Liabilities - Net | 605,389 | 454,756 |
Other current payable | 92,781 | |
Total current liabilities | 2,498,171 | 2,465,489 |
Long-Term Liabilities | ||
Accrued Expenses | 1,462,836 | 1,462,836 |
Accrued Interest | 2,715,963 | 2,715,963 |
Advances from Customers | 288,219 | 288,219 |
Liabilities from Discontinued Operations | 1,040,037 | 1,040,037 |
Preferred Stock Liabilities - Discontinued Operations | 215,000 | 215,000 |
Total Long-Term Liabilities | 5,722,056 | 5,722,056 |
Total Liabilities | 8,220,226 | 8,187,545 |
Stockholders’ deficit: | ||
Preferred stock, $.001 par value, 100,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 900,000,000 shares authorized; 41,082,982 shares issued and outstanding as of 09/30/2017, and 16,109,036 issued and outstanding as of 6/30/2017, respectively, after adjustment for 1-for-1,500 reverse split effective March 15, 2012. | 274,620 | 249,645 |
Treasury stock: 483,269 shares & 321,56 shares as of 9/30/17 and 6/30/17, respectively - cost method. | (44,148) | (40,908) |
Paid-in capital | 31,928,659 | 31,424,061 |
Acc. other comprehensive gain (loss) | 151,474 | 153,474 |
Accumulated deficit | (39,861,171) | (39,299,754) |
Total stockholders’ deficit | (7,550,566) | (7,513,481) |
Total liabilities and stockholders’ deficit | $ 669,660 | $ 674,064 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 15, 2012 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 20, 2017 |
Statement of Financial Position [Abstract] | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |
Common stock, shares issued | 41,082,982 | 16,109,036 | ||
Common stock, shares outstanding | 41,082,982 | 16,109,036 | ||
Reverse stock split, description | 1 for 1,500 | 1 -for-1,500 reverse split | 1 -for-1,500 reverse split | |
Treasury stock, shares | 483,269 | 321,569 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenues | ||
Consulting, advisory and management services | $ 28,500 | $ 50,000 |
Operating expenses: | ||
Salaries and wages | 59,166 | 59,875 |
Professional services, including non-cash compensation | 38,332 | 151,299 |
General and administrative | 36,797 | 28,772 |
Total operating expenses | 134,294 | 239,946 |
Income (loss) from operations | (105,794) | (189,946) |
Other income and expenses | ||
Interest expense | (217,580) | (175,136) |
Gain (loss) on sale of marketable securities | (25) | |
Gain (loss) on debt settlement | (92,781) | |
Gain (Loss) on loan/note conversion | (94,539) | |
Other income (expense) | (50,722) | (10,425) |
Net other income (expenses) | (455,623) | (185,586) |
Net income (loss) | (561,417) | (375,532) |
Other comprehensive income (loss) | ||
Accumulated other comprehensive gain (loss) | 151,474 | 12,533 |
Comprehensive income (loss) | $ (409,943) | $ (362,998) |
Net loss per share: | ||
Basic | $ (0.02) | $ (0.04) |
Diluted | $ (0.02) | $ (0.04) |
Weighted average number of shares outstanding: | ||
Basic | 34,508,277 | 10,045,706 |
Diluted | 34,508,277 | 10,045,706 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income (loss) from operations | $ (561,417) | $ (375,532) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in other assets and prepaid expenses | 6,126 | (29,332) |
Increase (decrease) in accounts payable and accrued expenses | (60,099) | 177,693 |
Net cash provided by (used in) operating activities | (615,390) | (227,170) |
Cash flows from investing activities: | ||
Investments in AQuarius Power, Inc. and Rush Gold Royalty, Inc. | (35,500) | |
Net cash provided by (used in) investing activities | (35,500) | |
Cash flows from financing activities: | ||
Proceeds from common stock | 529,572 | 248,942 |
Change in Accum. other comprehensive income (loss) | (2,000) | (17,730) |
Change in treasury stock | (3,241) | (319) |
Liabilities due to settlement of debt | 92,781 | |
Net cash provided by (used in) financing activities | 617,112 | 230,893 |
Net decrease in cash and cash equivalents | (33,778) | 3,723 |
Cash and cash equivalents, beginning of period | 38,369 | 2,482 |
Cash and cash equivalents, end of period | $ 4,590 | $ 6,205 |
Nature of Business
Nature of Business | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE 1 NATURE OF BUSINESS INTRODUCTION PHI Group, Inc. (the “Company” or “PHI”) is engaged in mergers and acquisitions as a principal (www.phiglobal.com) and invests in several selective industries. The Company has adopted plans to acquire established operating businesses in a number of industries and invest in various ventures that may potentially create significant long-term value for our shareholders. In addition, we also provide corporate finance services, including merger and acquisition advisory and consulting services for client companies through our wholly owned subsidiary PHI Capital Holdings, Inc. (www.phicapitalholdings.com). No assurances can be made that the Company will be successful in achieving its plans. BACKGROUND Originally incorporated on June 8, 1982 as JR Consulting, Inc., a Nevada corporation, the Company applied for a Certificate of Domestication and filed Articles of Domestication to become a Wyoming corporation on September 20, 2017. In the beginning, the Company was foremost engaged in mergers and acquisitions and had an operating subsidiary, Diva Entertainment, Inc., which operated two modeling agencies, one in New York and one in California. Following the business combination with Providential Securities, Inc., a California-based financial services company, the Company changed its name to Providential Securities, Inc., a Nevada corporation, in January 2000. The Company then changed its name to Providential Holdings, Inc. in February 2000. In October 2000, Providential Securities withdrew its securities brokerage membership and ceased its financial services business. Subsequently, in April 2009, the Company changed its name to PHI Group, Inc. From October 2000 to October 2011, the Company and its subsidiaries were engaged in mergers and acquisitions advisory and consulting services, real estate and hospitality development, mining, oil and gas, telecommunications, technology, healthcare, private equity, and special situations. In October 2011, the Company discontinued the operations of Providential Vietnam Ltd., Philand Ranch Limited, a United Kingdom corporation (together with its subsidiaries Philand Ranch - Singapore, Philand Corporation - US, and Philand Vietnam Ltd. - Vietnam), PHI Gold Corporation (formerly PHI Mining Corporation, a Nevada corporation), and PHI Energy Corporation (a Nevada corporation), and mainly focused on acquisition and development opportunities in energy and natural resource businesses. At the present, the Company is engaged in mergers and acquisitions as a principal and investments in natural resources, energy, agriculture, healthcare, pharmaceuticals, biotechnology and special situations. In addition, PHI Capital Holdings, Inc., a wholly owned subsidiary of PHI, continues to provide corporate and project finance services, including merger and acquisition (M&A) advisory and consulting services for other companies in a variety of industries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc., its wholly owned subsidiaries PHI Capital Holdings, Inc., Abundant Farms, Inc., American Pacific Resources, Inc., PHI EZ Water Tech, Inc., PHI Group Regional Center, LLC, Phivitae Corporation, Constructii SA Group, Inc. and its discontinued operations Providential Securities, Inc., PHI Energy Corporation, PHI Gold Corp, Providential Vietnam Ltd. and Philand Ranch Limited (including its 100% owned subsidiary Philand Corporation and Philand Vietnam Ltd) and Omni Resources, Inc., collectively referred to as the “Company.” All significant inter-company transactions have been eliminated in consolidation. 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, 2017. 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 months ended September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2018. 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. Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. MARKETABLE SECURITIES The Company’s securities are classified as available-for-sale and, as such, are carried at fair value. Securities classified as available-for-sale may be sold in response to changes in interest rates, liquidity needs, and for other purposes. Typically, 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 OTC Markets or other public exchanges. As such, each investment is accounted for in accordance with the provisions of SFAS No. 115. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized gains and losses for securities classified as available-for-sale are reported in earnings based upon the adjusted cost of the specific security sold. On September 30, 2017, the marketable securities were recorded at $500,671, based upon the fair value of the marketable securities at that time. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level 3 Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, short-term notes payable, convertible notes, derivative liability and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. Effective July 1, 2008, the Company adopted ASC 820 (previously SFAS 157), Fair Value Measurements Assets measured at fair value on a recurring basis are summarized below. The Company also has convertible notes and derivative liabilities as disclosed in this report that are measured at fair value on a regular basis until paid off or exercised. Available-for-sale securities The Company uses various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy for disclosures, specified in ASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets and liabilities. The company’s policy regarding the transfers in and/or out of Level 3 depends on the trading activity of the security, the volatility of the security, and other observable units which clearly represents the fair value of the security. If a level 3 security can be measured using a more fairly represented fair value, we will transfer these securities either into Level 1 or Level 2, depending on the type of inputs. ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of September 30, 2017, the Company did not have any accounts receivable. PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred. REVENUE RECOGNITION The Company’s revenue recognition policies are in compliance with ASC 13 (previously Staff accounting bulletin (SAB) 104). The Company recognizes consulting and advisory fee revenues when the transaction is completed and the service fees are earned. Expenses are recognized in the period in which the corresponding liability is incurred. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue. STOCK-BASED COMPENSATION Effective July 1, 2006, the Company adopted ASC 718-10-25 (previously SFAS 123R) and accordingly has adopted the modified prospective application method. Under this method, ASC 718-10-25 is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered. RISKS AND UNCERTAINTIES In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its service and receives marketable securities upon execution of transactions. Consequently, the value of the securities received from customers can be affected by economic fluctuations and each customer’s business growth. The actual realized value of these securities could be significantly different than recorded value. RECENT ACCOUNTING PRONOUNCEMENTS Update No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists [Download] July 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. Update No. 2013-09— Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04 [Download] July 2013 The deferral in this amendment is effective upon issuance for financial statements that have not been issued. Update No. 2013-07— Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting [Download] April 2013 Effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013. Early adoption is permitted. Update No. 2013-04— Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date [Download] February 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. Update 2013-02— Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income [Download] February 2013 For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. For nonpublic entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Update 2013-01— Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities [Download] January 2013 An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of Update 2011-11. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company’s financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. |
Marketable Equity Securities Av
Marketable Equity Securities Available for Sale | 3 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Equity Securities Available for Sale | NOTE 3 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. These marketable securities are quoted on the OTC Markets or other public exchanges and are accounted for in accordance with the provisions of SFAS No. 115. Marketable securities held by the Company and classified as available for sale as of September 30, 2017 consisted of 33,975,106 shares of Myson Group, Inc., a public company quoted on the OTC Markets (Trading symbol “MYSN”) and 292,050,000 shares of Sports Pouch Beverage Co., a public company quoted on the OTC Markets (Trading symbol “SPBV”). The fair value of the shares recorded as of September 30, 2017 was $500,671. Securities available for sale Level 1 Level 2 Level 3 Total September 30, 2017 None $ 237,826 $ 262,845 $ 500,671 June 30, 2017 None $ 210,646 $ 292,050 $ 502,696 |
Properties and Equipment
Properties and Equipment | 3 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Properties and Equipment | NOTE 4 The Company did not have any properties or equipment as of September 30, 2017. |
Other Assets
Other Assets | 3 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 5 The Other Assets comprise of the following as of September 30, 2017 and June 30, 2017: 9/30/2017 6/30/2017 Equity Investments $ 35,500 $ - Total Other Assets $ 35,500 $ - |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 6 As of June 30, 2012, the Company decided to recognize the businesses of PHI Gold Corp. (formerly PHI Mining Corporation), Providential Vietnam Ltd., PHI Energy Corp., and Philand Ranch Ltd., a United Kingdom corporation, together with its wholly-owned subsidiaries Philand Corporation (USA), Philand Ranch Ltd. (Singapore) and Philand Vietnam Ltd. as discontinued operations for practical business and accounting purposes. As of June 30, 2013, the Company recorded a total of $2,234,327 for the liabilities and potential liability contingencies and wrote off all non-performing assets associated with these discontinued operations. As of September 30, 2017, the Company had a balance of $1,040,037 as Long-term Liabilities from Discontinued Operations. |
Current Liabilities
Current Liabilities | 3 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Current Liabilities | NOTE 7 Current liabilities of the Company consisted of the followings as of September 30, 2017 and June 30, 2017: September 30, 2017 June 30, 2017 Accounts Payable 148,362 159,875 Accrued Expenses 471,059 384,929 Notes Payable 900,658 873,008 Due to Officers 279,142 592,141 Client Deposits 780 780 Derivative Liabilities – Net 605,389 454,756 Other Current Payable 92,781 - Total Current Liabilities: $ 2,498,171 $ 2,465,489 |
Due to Officers
Due to Officers | 3 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Due to Officers | NOTE 8 Due to officers, represents advances made by officers of the Company and its subsidiaries, which are non-interest bearing, unsecured and due on demand. During the quarter ended September 30, 2017, Henry Fahman converted $300,000 into 20,000,000 shares of restricted common stock of the Company valued at $0.015 per share. As of September 30, 2017 and June 30, 2017, the balances were $279,142 and $592,141, respectively. Officers/Directors September 30, 2017 June 30, 2017 Henry Fahman 198,292 $ 511,291 Tam Bui 63,350 $ 63,350 Frank Hawkins 5,000 $ 5,000 Lawrence Olson 12,500 12,500 Total $ 279,142 $ 592,141 |
Loans and Promissory Notes
Loans and Promissory Notes | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loans and Promissory Notes | NOTE 9 SHORT TERM NOTES PAYABLE: In the course of its business, the Company has obtained short-term loans from individuals and institutional investors and from time to time raised money by issuing restricted common stock of the Company under the auspices of Rule 144. As of September 30, 2017, the Company had $626,390 from short-term notes payable with accrued interest of $2,444,141. These notes bear interest rates ranging from 0% to 36% per annum. CONVERTIBLE PROMISSORY NOTES: On February 2, 2017, the Company issued a convertible promissory note in the amount of $42,000 to JSJ Investments Inc. with an interest rate of 10%, convertible to common stock at 45% discount. The maturity date of this note is 11/2/2017. On August 1, 2017, the Company paid $31,462.60 to JSJ Investments for one half of the principal of the note, one half of the prepayment premium and one half of the accrued and unpaid interest. As of September 30, 2017, the unpaid principal balance was $21,000. On February 23, 2017, the Company issued a new convertible promissory note to Power Up Lending Group for $28,000, with an interest rate of 8% and convertible to Common Stock of the Company at 45% discount. The maturity date of this note is 11/30/2017. On August 14, 2017, the Company paid a total of $43,024.88 to Power Up Lending Group, which amount included the principal, prepayment premium and accrued interest. This note was paid off in full as of August 14, 2017. On March 3, 2017, the Company issued a new convertible promissory note to Auctus Fund, LLC for $75,000, with an interest rate of 10% and convertible to Common Stock of the Company at 50% discount. The maturity date of this note is 12/3/2017. On September 9, 2017, the Company paid Auctus Fund, LLC $39,308.22, which amount included one third of the principal, one third of prepayment premium and one third of accrued interest. As of September 30, 2017, the unpaid principal of the note was $50,000. On April 4, 2017, the Company issued a new convertible promissory note to EMA Financial LLC for $50,000, with an interest rate of 10% and convertible to Common Stock of the Company at 50% discount. The maturity date of this note is 4/4/2018. On April 5, 2017, the Company issued a new convertible promissory note to JSJ Investments, Inc. for $40,000, with an interest rate of 10% and convertible to Common Stock of the Company at 45% discount. The maturity date of this note is 1/5/2018. On April 12, 2017, the Company issued a new convertible promissory note to Power Up Lending Group for $33,500, with an interest rate of 12% and convertible to Common Stock of the Company at 42% discount. The maturity date of this note is 1/25/2018. On June 9, 2017, the Company issued a new convertible promissory note to Crown Bridge Partners LLC for $35,000, with an interest rate of 5% and convertible to Common Stock of the Company at 50% discount. The maturity date of this note is June 9, 2018. On July 20, 2017, the Company issued a new convertible promissory note to Power Up Lending Group for $28,000, with an interest rate of 8% and convertible to Common Stock of the Company at 42% discount. The maturity date of this note is 4/30/2018. On July 24, 2017, the Company paid $49,530.72 to Auctus Fund, LLC for the balance of the principal, prepayment premium and accrued and unpaid interest of the convertible promissory note dated August 16, 2016 between Auctus Fund, LLC and the Company. This note was paid in full as of July 24,2017. On August 3, 2017, the Company issued a new convertible promissory note to JSJ Investments, Inc. for $78,750, with an interest rate of 10% and convertible to Common Stock of the Company at 45% discount. The maturity date of this note is 5/3/2018. On August 15, 2017, the Company issued a new convertible promissory note to Power Up Lending Group for $33,000, with an interest rate of 10% and convertible to Common Stock of the Company at 42% discount. The maturity date of this note is 5/15/2018. On August 24, 2017, the Company issued a new convertible promissory note to LG Capital for $78,750, with an interest rate of 8% and convertible to Common Stock of the Company at 50% discount. The maturity date of this note is 5/26/2018. As of September 30, 2017, the principal balance of the outstanding convertible notes was $415,387 and the value of net derivative liabilities in connection with these notes was $605,389. The Company relies on professional third-party valuation to record the value of derivative liability, discount, and change in fair value of derivatives in connection with these convertible notes and warrants, if any, that are related to the convertible notes. The Company intends and prefers to repay these notes in cash as much as practical. |
Long-Term Liabilities
Long-Term Liabilities | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Liabilities | NOTE 10 DUE TO PREFERRED STOCKHOLDERS As of June 30, 2017, the Company re-classified $215,000 of preferred stock subscribed as Long-term Liabilities payable to holders of preferred stock of Providential Securities, Inc., a previous subsidiary of the Company that was discontinued in the year 2000. In the early 2000’s, the Company had made an offer for these preferred stockholders to receive shares of common stock in the Company in exchange for the preferred shares in the discontinued subsidiary but only a small number of the preferred shareholders responded and accepted the offer. In more recent years, the Company has also attempted to contact these preferred shareholders from time to time but have not received further response from them. The Company has continued to accrue imputed interest expenses on the balance of $215,000 on a periodic basis. As of September 30, 2017 and June 30, 2017, $445,050 and $438,600 have been included on the balance sheets as accrued interest in connection with preferred stock liabilities, respectively. ADVANCES FROM CUSTOMERS As of September 30, 2012, the Company reclassified the previously recorded Unearned Revenues as Advances from Customers because the Company was not able to complete the consulting services for the related client due to its inability to provide GAAP-compliant audited financial statements in order to file a registration statement with the Securities and Exchange Commission. As of September 30, 2017, the Company recorded $288,219 of Advances from Customers as a Long-term Liability. During the quarter ended September 30, 2017, the Company signed a Settlement Agreement and agreed to pay Thinh Hung Investment Co. a total amount of $381,000 which includes the outstanding balance of $288,219 mentioned above and $92,781 in accrued interest that is recorded as Other Current Liability in the attached balance sheet of the Company as of 9/30/2017. According to the Settlement Agreement, the Compapny would transfer or cause to be transferred at least 480,000 shares of Common Stock of PHI Group, Inc. to an authorized represenatative of Thinh Hung. In the event Thinh Hung is unable to realize at least $381,000 from the sale of PHI Stock, PHI Group will either transfer additional Common Stock of PHI Group, Inc. or other marketable securities to the authorized reprenesattive designated Thinh Hung or pay cash directly to Thinh Hung until the total amount of $381,000 is reached. After the receipt of at least 480,000 shares of PHI Group Stock by the authorized representative of Thinh Hung, Thinh Hung would deliver and transfer all the Vietnam Foods Corporation Stock to PHI Group, Inc. or its authorized representative. OTHER LONG-TERM LIABILITIES As of September 30, 2017, the Company recorded the following items which are more than two years old as other long-term liabilities: $1,462,836 of Accrued Expenses, $2,715,963 of Accrued Interest, and $1,040,037 of Liabilities from Discontinued Operations. Long-term liabilities of the Company consisted of the followings as of September 30, 2017 and June 30, 2017: September 30, 2017 June 30, 2017 Accrued Expenses 1,462,836 1,462,836 Accrued Interest 2,715,963 2,715,963 Advances from Customers 288,219 288,219 Liabilities from Discontinued Operations 1,040,037 1,040,037 Preferred Stock Liabilities – Discontinued Operations 215,000 215,000 Total Long-term Liabilities: $ 5,722,056 $ 5,722,056 |
Litigation
Litigation | 3 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 11 LEGAL PROCEEDING SETTLED AND UNPAID AS OF SEPTEMBER 30, 2017: QUANG VAN CAO AND NHAN THI NGUYEN CAO VS. PROVIDENTIAL SECURITIES, INC. ET AL. This case was originally submitted to Orange County Superior Court, CA on June 25, 1997, Case No. 781121, and subsequently moved to NASD Dispute resolution for arbitration. On or about August 24, 2000, the Company’s legal counsel negotiated with the Claimant’s counsel and unilaterally reached a settlement that had not been approved by the Company. While the Company was in the process of re-negotiating the terms of said settlement, the Claimants filed a request for arbitration hearing before the National Association of Securities Dealers on October 4, 2000, Case No. 99-03160. Thereafter, the Claimants filed a complaint with the Orange County Superior Court, CA on October 31, 2000, Case No. 00CC13067 for alleged breach of contract for damages in the sum of $75,000 plus pre-judgment interest, costs incurred in connection with the complaint, and other relief. Without admitting or denying any allegations, the Company reached a settlement agreement with the Claimants whereby the Company would pay the Claimants a total of $62,500 plus $4,500 in administrative costs. As the date of this report, the Company has paid $2,500 and is subject to an entry of judgment for $79,000. In May 2011, the Claimants filed an application for and renewal of judgment for a total of $140,490.78. As of September 30, 2017 the Company accrued $172,091 for potential liabilities in connection with this case in the accompanying consolidated financial statements. WILLIAM 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, Benjamin Tran, HRCiti Corporation, and Providential Capital, Inc. (collectively referred to as “Defendants” - Case No. BC 426831). Plaintiff demanded an amount of not less than $140,000.00 from Defendants for promissory notes outstanding between Plaintiff and the company. On July 09, 2012 William Davidson and PHI Capital Holdings, Inc. (formerly Providential Capital, Inc.), a subsidiary of the Company, reached a settlement agreement with respect to whereby PHI Capital agreed to pay William Davidson a total of $200,000 over a period of nineteen months beginning September 1, 2012. Since November 30, 2012, William Davidson has converted portions of the total amount into common stock of PHI Group, Inc. in lieu of cash payment. The Company has accrued $90,000 as the required liability associated with the balance of these notes in the accompanying consolidated financial statements as of September 30, 2017. |
Payroll Liabilities
Payroll Liabilities | 3 Months Ended |
Sep. 30, 2017 | |
Payroll Liabilities | |
Payroll Liabilities | NOTE 12 The payroll liabilities are accrued and recorded as accrued expenses in the consolidated balance sheet. During the quarter ended June 30, 2014, the Company paid $41,974.22 to the Internal Revenue Service and $ 19,289.94 to the State of California Employment Development Department towards the balance of $118,399 of payroll tax, penalties and interest claimed by these agencies. The Company plans to resolve the remaining balances with the Internal Revenue Service and the State of California Employment Department by June 30, 2018. |
Basic and Diluted Net Profit (L
Basic and Diluted Net Profit (Loss) Per Share | 3 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Profit (Loss) Per Share | NOTE 13 Net loss per share is calculated in accordance with SFAS No. 128, “Earnings per Share”. Under the provision of SFAS No. 128, basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period. Basic and diluted weighted average numbers of shares for the period ended September 30, 2017 were the same since the inclusion of Common stock equivalents is anti-dilutive. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | NOTE 14 STOCKHOLDER’S EQUITY In accordance with the Articles of Incorporation and Amendments to the Articles of Incorporation filed with the Nevada Secretary of State, the total number of authorized capital stock of the Company is 1,000,000,000 shares with a par value of $0.001 per share, consisting of 900,000,000 shares of voting Common Stock with a par value of $0.001 per share and 100,000,000 shares of Preferred Stock with a par value of $0.001 per share. The rights and terms associated with the Preferred Stock will be determined by the Board of Directors of the Company. On March 15, 2012, the Company effectuated a 1 for 1,500 reverse split of the Company’s Common Stock. Treasury Stock: The balance of treasury stock as of September 30, 2017 was 483,269 post-split shares valued at $44,148 according to cost method. Common Stock: Since July 1, 2017, the Company has issued the following amounts of its Common Stock: On July 05, 2017, the Company issued 740,741 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated 12/15/2016 of the Company, for the conversion of $10,000.00 of the principal amount of the Note, at the conversion price of $0.0135 per share. The principal amount of the Note after this conversion was $14,500.00. On July 11, 2017, the Company issued 800,000 shares of free-trading Common Stock of PHI Group, Inc. to Auctus Fund LLC, holder of a Convertible Promissory Note dated 8/16/2016 of the Company, for the conversion of $5,152.00, consisting of $3,485.17 principal amount of the Note and $1,666.83 of accrued and unpaid interest thereto, at the conversion price of $0.00644 per share. The principal amount of the Note after this conversion was $32,613.12. Subsequently, on July 24, 2017, the Company paid a total of $49,530.72 to Auctus Fund LLC, consisting of $32,613.12 principal amount and the balance in pre-payment premium and accrued and unpaid interest in connection with the Convertible Promissory Note dated 8/16/16. This note was paid in full and the principal balance due remaining and accrued and unpaid interest remaining after this payment was $0.00. On July 17, 2017, the Company issued 880,000 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated 12/15/2016 of the Company, for the conversion of $7,920.00 of the principal amount of the Note, at the conversion price of $0.009 per share. On July 21, 2017, the Company issued 1,019,872 shares of free-trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated 12/15/2016 of the Company, for the conversion of $7,955.00, consisting of $6,580 principal amount of the Note and $1,375.00 of accrued and unpaid interest thereto, at the conversion price of $0.0078 per share. The principal balance due remaining and accrued and unpaid interest remaining after this conversion was $0.00. On July 25, 2017, Henry Fahman, Chairman and Chief Executive Officer of the Company, converted $300,000 of indebtedness owed by the Company into 20,000,000 shares of restricted common stock of PHI Group, Inc. at the conversion price of $0.015 per share. The conversion into restricted common stock of the Company was effectuated pursuant to the resolutions of the Company’s Board of Directors dated March 12, 2012, June 06, 2012, and November 2, 2012 which remain in full force and effect, allowing creditors of the Company to convert any or all of their outstanding indebtedness and accrued and unpaid interest thereof into shares of common stock of PHI Group, Inc. by relying on the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”). On July 25, 2017, the Company issued a total of 1,533,333 shares of restricted Common Stock of PHI Group, Inc. pursuant to Rule 144 to two non-US shareholders in connection with private stock purchase agreements dated July 19, 2017 and July 20, 2017, respectively, between these shareholders and the Company, for a total of $23,000.00, at the purchase price of $0.015 per share. As of September 30, 2017, there were 41,082,982 shares of the Company’s common stock issued and outstanding, excluding 5,673,327 shares of common stock that have been set aside for a special dividend distribution. As of November 20, 2017 there were 45,935,141 shares of the Company’s $0.001 par value Common Stock issued and outstanding, excluding 5,673,327 shares reserved for a special dividend distribution. Preferred Stock: Class A Preferred Stock as filed with the State of Nevada: Class A Preferred Stock 1) Dividends: Each holder of Class A Preferred Stock is entitled to receive twelve percent (12%) non-compounding cumulative dividends per annum, payable semi-annually. 2) Conversion: Each share of the Class A Preferred Stock shall be convertible into the Company’s Common Stock any time after one year from the date of issuance at a Variable Conversion Price (as defined herein) of the Common Stock. The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the average Trading Price for the Company’s Common Stock during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Class A Preferred Stock to the Company via facsimile or email (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to the Company and Holder of the Class A Preferred Stock. 3) Redemption Rights: The Company, after a period of two years from the date of issuance, may at any time or from time to time redeem the Class A Preferred Stock, in whole or in part, at the option of the Company’s Board of Directors, at a price equal to one hundred twenty percent (120%) of the original purchase price of the Class A Preferred Stock or of a unit consisting of any shares of Class A Preferred Stock and any warrants attached thereto, plus, in each case, accumulated and unpaid dividends to the date fixed for redemption. The Company has never issued any Class A Preferred Stock. Domestication in the State of Wyoming: On September 20, 2017, the Company applied for a Certificate of Domestication and filed Articles of Domestication with the office of the Secretary of State of Wyoming to re-domicile the Company’s jurisdiction to the State of Wyoming. On September 20, 2017, the Company filed Articles of Amendment with the Wyoming Secretary of State to amend the authorized capital of the Company as follows: “The total number of shares into which the authorized capital stock of the corporation is divided is one billion shares, consisting of: nine hundred million shares of voting Common Stock with a par value of $0.001 per share; fifty million shares of non-voting Class A Series I Preferred Stock with a par value of $5.00 per share; twenty-five million shares of non-voting Class A Series II Preferred Stock with a par value of $5.00 per share; twenty million shares of non-voting Class A Series III Preferred Stock with a par value of $5.00 per share and five million shares of voting Class A Series IV Preferred Stock with a par value of $5.00 per share. The relative rights, preferences, limitations and restrictions associated with the afore-mentioned shares of Class A Preferred Stock will be determined by the Board of Directors of the corporation.” |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Plan | NOTE 15 STOCK-BASED COMPENSATION PLAN On February March 18, 2015, the Company adopted an Employee Benefit Plan to set aside 1,000,000 shares of common stock for eligible employees and independent contractors of the Company and its subsidiaries. As of September 30, 2017 the Company has not issued any stock in lieu of cash under this plan. On September 23, 2016, the Company issued incentive stock options and nonqualified stock options to certain key employee(s) (Henry Fahman – CEO/CFO) and directors (Tam Bui, Henry Fahman, and Frank Hawkins constitute the Board of Directors) as deferred compensation. The options allow the holders to acquire the Company’s Common Stock at the fair exercise price of the Company’s Common Stock on the grant date of each option at $0.24 per share, based on the 10-days’ volume-weighted average price prior to the grant date. The number of options is equal to a total of 6,520,000. The options terminate seven years from the date of grant and become vested and exercisable after one year from the grant date. The following assumptions were used in the Monte Carlo analysis by Doty Scott Enterprises, Inc., an independent valuation firm, to determine the fair value of the stock options: Risk-free interest rate 1.18 % Expected life 7 years Expected volatility 239.3 % Vesting is based on a one-year cliff from grant date. Annual attrition rates were used in the valuation since ongoing employment was condition for vesting the options. The fair value of the Company’s Stock Options as of issuance valuation date is as follows: Fair Value at Holder Issue Date Maturity Date Stock Options Exercise Price Issuance Tam Bui 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Frank Hawkins 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Henry Fahman 9/23/2016 9/23/2023 4,770,000 Fixed price: $0.24 $ 1,187,984 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16 RELATED PARTY TRANSACTIONS The Company accrued $52,500 in salaries for the President and the Secretary & Treasurer of the Company during the quarters ended September 30, 2017 and September 30, 2016. During the quarter ended September 30, 2017, the Company received a fee in the amount of $25,000 from American Laser Healthcare Corp. (“ALHC”), a Delaware corporation, in connection with consulting service provided by PHI Capital Holdings, Inc. to assist ALHC to go public in the U.S. The Chairman and CEO of the Company also serves as the Interim Chief Executive Officer of ALHC. |
Contracts and Commitments
Contracts and Commitments | 3 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contracts and Commitments | NOTE 17 CONTRACTS AND COMMITMENTS On January 26, 2017, the Company entered into a Memorandum of Agreement to acquire 51% of Hoang Minh Chau Hung Yen, LLC, (“HMC”) a Vietnamese company specializing in growing and processing turmeric for food, cosmetic and medicinal usages. The Company intends to apply HMC’s expertise and experience in turmeric cultivation and processing for its organic farming program in the U.S. through its subsidiary Abundant Farms, Inc. The closing of this transaction is subject to further due diligence review and financial audits of HMC. On January 28, 2017, the Company entered into a Business Cooperation Agreement with Nathan Trading Limited Co., (“NTC”) a Thai company engaged in the promotion of the cultivation and processing of sacha inchi seeds for food, cosmetics and healthcare. The Company will initially purchase NTC’s sacha inchi products from NTC for distribution in the U.S. and international markets and cooperate with NTC to promote the planting for sacha inchi plants and secure raw material sources to increase production capacity in the future. PURCHASE AGREEMENT TO ACQUIRE A FARM IN HOLMES COUNTY, FLORIDA On March 3, 2017, the Company signed a Commercial Contract to acquire a 408-acre farm together with buildings, fixtures, and farming systems and in Bonifay, Holmes County, Florida for a total purchase price of $1,500,000. The Purchase Agreement initially called for deposit of $37,500, installment payments and a final closing date of July 3, 2017. The Company is in the process of amending the Commercial Contract to reduce the purchase price and close this transaction by January 31, 2018 or as soon as possible. The Company intends to use this property for Abundant Farms, Inc., a wholly owned subsidiary of the Company, to develop a proprietary organic farming program in conjunction with EB-5 investment capital from qualified international investors. EQUITY LINE FACILITY - INVESTMENT AGREEMENT WITH AZURE CAPITAL, INC. On March 6, 2017, PHI Group, Inc., a Nevada corporation (the “Company”) and Azure Capital, a Massachusetts Corporation (the “Investor”) entered into an Investment Agreement (the “Investment Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), each dated March 6, 2017 between the Company and the Investor. Pursuant to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock, over a period of 36 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement. The Company agrees to reserve 20,000,000 shares of its Common Stock for issuance to the Investor pursuant to the Investment Agreement. In the event the Company cannot register a sufficient number of shares of its Common Stock for issuance pursuant to the Investment Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of shares required for the Company to perform its obligations in connection with the Investment Agreement as soon as reasonable practical. The Company may in its discretion draw on the facility from time to time, as and when the Company determines appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum number of shares that the Company is entitled to put to the Investor in any one draw down notice shall not exceed shares with a purchase price of $250,000 or 200% of the average daily volume (U.S. market only) of the Company’s Common Stock for the three (3) Trading Days prior to the applicable put notice date multiplied by the average of the three (3) daily closing prices immediately preceding the put date, calculated in accordance with the Investment Agreement. The Company may deliver a notice for a subsequent put from time to time, after the pricing period for the prior put has been completed. The purchase price shall be set at ninety-four percent (94%) of the lowest daily volume weighted average price (VWAP) of the Company’s common stock during the five (5) consecutive trading days immediately following the put notice date. On each put notice submitted to the Investor by the Company, the Company shall specify a suspension price for that put. In the event the price of Company’s Common Stock falls below the suspension price, the put shall be temporarily suspended. The put shall resume at such time the price of the Company’s Common Stock is above the suspension price, provided the dates for the pricing period for that particular put are still valid. In the event the pricing period has been complete, any shares above the suspension price due to the Investor shall be sold to the Investor by the Company at the suspension price under the terms of the Investment Agreement. The suspension price for a put may not be changed by the Company once submitted to the Investor. There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, the Company shall not be entitled to deliver another draw down notice. In addition, the Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares. The Investment Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. The Investment Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Investment Agreement or Registration Rights Agreement (as defined below). Investor should read the Investment Agreement together with the other information concerning the Company that the Company publicly files in reports and statements with the Securities and Exchange Commission (the “SEC”). Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file one or more registrations statements with the SEC within twenty-one (21) days after the date of the Registration Rights Agreement to register the resale by the Investor of the shares of common stock issued or issuable under the Investment Agreement. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the registration statement is filed. This Investment Agreement was amended on August 3, 2017 to allow for the reservation of 65,445,000 shares of the Company’s Common Stock for issuance to the Investor pursuant to the corrected Investment Agreement. The Company has filed a S-1 Registration Statement with the Securities and Exchange Commission to include 4,794,500 shares of its Common Stock for issuance in connection with the first tranche of the Equity Line Facility. SETTLEMENT AGREEMENT WITH THINH HUNG INVESTMENT CO. On August 3, 2017, the Company signed a Settlement Agreement and agreed to pay Thinh Hung Investment Co. a total amount of $381,000, which includes the outstanding balance of $288,219 that is reclassified as Customer Advances in the Long-term Liability portion of the attached balance sheet and accrued interest as agreed by the two parties. According to the Settlement Agreement, the Compapny will transfer or cause to be transferred at least 480,000 shares of Common Stock of PHI Group, Inc. to an authorized represenatative of Thinh Hung. In the event Thinh Hung is unable to realize at least $381,000 from the sale of PHI Stock, PHI Group will either transfer additional Common Stock of PHI Group, Inc. or other marketable securities to the authorized reprenesattive designated Thinh Hung or pay cash directly to Thinh Hung until the total amount of $381,000 is reached. PHI Group, Inc. agreed to use its best efforst to pay off any outstanding balance by October 31, 2017. After the receipt of at least 480,000 shares of PHI Group Stock by the authorized representative of Thinh Hung, Thinh Hung shall deliver and transfer all the Vietnam Foods Corporation Stock to PHI Group, Inc. or its authorized representative. BUSINESS COOPERATION AGREEMENT WITH TNB VIETNAM JSC On August 7, 2017, the Company signed a Business Cooperation Agreement with TNB Vietnam JSC, a Vietnamese company located in the Mekong Delta that specializes in cultivating and processing “forest” bitter melon (momordica charantia). According to the agreement, TNB and PHI Group plan to facilitate mutual growth and expansion including but not limited to: (1) Purchase of finished forest bitter melon products from TNB for distribution and sale in the U.S., Europe, China and other select international markets under PHI Group’s private labels; (2) Purchase of semi-processed ingredients from TNB in order to manufacture other end products for export markets; (3) Strategic alliance by acquisition of equity interest in TNB and/or exchange of ownership between TNB and PHI via stock swap; and (4) Co-developing and cultivating forest bitter melon as well as manufacturing and marketing its products in the U.S. and other international markets with potential for long-term growth. FORMATION OF PHI EZ WATER TECH, INC. SUBSIDIARY On August 7, 2017, the Company incorporated PHI EZ Water Tech, Inc., a Wyoming corporation, as a subsidiary to manage and commercialize the water treatment systems developed by Dr. Martin Nguyen, a Vietnamese-American scientist. These systems are among a series of products developed by Dr. Nguyen using quantum technology in a combination of disciplines including applied physics, applied water science, biological system engineering and agricultural economics. Incorporating complex electromagnetic force, advanced oxidation, electrocoagulation and ultrasound, they can reduce water consumption by up to 30% and fertilizer usage by 30%-50% while boosting crop yields by 30%-50%. The water produced from these systems is also good for human health and able to stabilize water environments to increase yields for aquatic and wet paddy farming. MEMORANDUM OF UNDERSTANDING WITH AQUARIUS POWER, INC. On August 9, 2017, the Company signed a Memorandum of Understanding (“MOU”) with Aquarius Power, Inc. (“AQP”), a Texas company, to provide renewable energy technology to Vietnam. PHI has also made an investment to become a strategic shareholder of AQP. PHI and AQP will form a joint venture company which will have the exclusive right to sublicense, sell, build, own and/or operate the AQP energy systems in Vietnam on an exclusive basis. PHI will be responsible for: Obtaining all necessary approvals to build, own and operate AQuarius Energy System; Securing a binding and acceptable power purchase agreement (PPA) from the governmental authority; Providing the land for the Aquarius Energy System; Providing the construction and civil engineering know-how to build the energy pools; Providing management, engineering and operational manpower to build and operate the AQuarius Engineering System; and Providing the interconnection of the AQuarius Energy System to the national grid. AQP’s responsibilities include: Support PHI in obtaining the Power Purchase Agreement; Conduct a site survey and provide blueprints for a tailor made Energy System; Provide technical support for the construction and operation of the Energy System (Includes training for construction, installation and operations); Build, Ship, the AQuarius Energy System(s); and Install and commission the AQuarius Energy System as required. AQuarius Wave Energy System is a land-based wave energy system that uses a combination of gravity and “buoyancy” found within the interaction between air and water to produce power that can be used to generate electricity and / or produce potable water. AQuarius is a baseload zero carbon footprint that uses no consumables and can be installed virtually anywhere on the planet that is cost effective against any fossil fuel alternatives. The system, which can be built turn-key within 6 months of obtaining permits, has an operating life of over 60 years and is clean, scalable, reliable, and extremely flexible. Its operating cost is comparably low as hydroelectric systems. On October 6, 2017, the Company signed a new Memorandum of Understanding (“MOU”) with AQuarius Power, Inc. to expand the scope of cooperation and provide the same renewable energy technology to Eastern Europe and the European Region. For Eastern Europe the Company is in the process of planning to build a pilot unit in Romania using AQP technology. PHI also intends to make additional investments in AQP. MASTER BUSINESS COOPERATION AGREEMENT WITH THO XUAN DUONG JOINT STOCK COMPANY On August 14, 2017, the Company signed a Master Business Cooperation Agreement with Tho Xuan Duong Joint Stock Company, a Vietnamese traditional medicine company with 400 years of history, to cooperate with each other in the following areas: (1) PHI will assist TXD to promote and advertise TXD’s brand and traditional medicinal products and treatments on a global basis; (2) PHI will assist TXD to set up manufacturing facilities and/or establish strategic alliances with pharmaceutical production and distribution companies in Europe, the United States, the Middle East, Central and South America, Africa and other selective geographical areas; (3) PHI will assist TXD to access funding sources to implement TXD’s business plan; (4) PHI will discuss and negotiate with TXD to consider an acquisition of equity interest in TXD and/or exchange of ownership between TNB and PHI by way of stock swap to form a strategic alliance between the two companies; (5) PHI and TXD will further discuss the potential of taking TXD public in the U.S. and/or European Stock Markets to provide long-term financing capabilities for TXD’s development and growth; (6) PHI and TXD will cooperate to build and develop raw material areas, preliminary and full-scale processing facilities for herbal medicines, and herbal medicine tourism area in Sapa, Lao Cai Province, Northern Vietnam; (7) PHI will assist TXD to obtain special medical devices using Low Level Laser Light Therapy technologies developed by American Laser Healthcare Corp., a US company, and cleared by the U.S. FDA for pain treatment, needles acupuncture, diabetes Type 2, and 18 devices, as well as access other medical devices for TXD’s usage as needed; and (8) PHI and TXD may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties. LETTER OF INTENT TO ACQUIRE 80% OF MEDICAL CORP SRL, A ROMANIAN COMPANY On August 23, 2017, the Company signed a Letter of Intent to acquire eighty percent (80%) equity interest in Medical Corp SRL (“MDC”) for the price of one million Euros. However, the final purchase price and payment schedule will be determined after an asset valuation of MDC. Both companies intend to execute a Definite Agreement to consummate this transaction as soon as practical. AGREEMENT TO ACQUIRE 51% OWNERSHIP IN 400-ACRE MINING CLAIMS IN GRANT COUNTY, OREGON On September 2, 2017, American Pacific Resources, Inc., a Wyoming corporation (“APR”) and wholly owned subsidiary of the Company, entered into an Agreement of Purchase and Sale with Rush Gold Royalty Inc, a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A., in exchange for a total purchase price of twenty-five million U.S. Dollars ($US 25,000,000) to be paid in a combination $20 million in PHI Group, Inc.’s Class A Series II Convertible Cumulative Redeemable Preferred Stock (“Preferred Stock”), and $5 million in cash and demand promissory note upon the closing of this contemplated transaction. The PHI Group’s Class A Series II Preferred Stock is priced at $5 per share (“Original Price per Share”), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company. This transaction was closed effective October 3, 2017. TECHNICAL ASSISTANCE AGREEMENT WITH AUBURN UNIVERSITY On September 25, 2017, the Company signed a Technical Assistance Agreement with Auburn University to conduct a research program in order to determine the market segments related to supply and demand of medicinal and aromatic plants in the world, and then focus more specifically on major production and consumption markets. The first four topics of the research program focus on the production, medicinal applications, and market analysis of turmeric, saffron, bitter melon, and some major potential and aromatic plants. The last topic covers the trends and solutions of switching from conventional farming to organic farming of these crops to meet the future food and medicinal consumption. The research program begins on October 1, 2017 and ends on September 30, 2018. |
Going Concern Uncertainty
Going Concern Uncertainty | 3 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE 18 GOING CONCERN UNCERTAINTY As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $39,861,171 and stockholders’ deficit of $7,550,566 as of September 30, 2017. For the quarter ended September 30, 2017, the Company incurred a net loss from operations of $105,794 as compared to a net loss from operations in the amount of $189,946 during the same period ended September 30, 2016. 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, 2018 and beyond. In the next twelve months the Company intends to continue pursuing its merger and acquisition program by acquiring all or controlling interests in target companies in a number of industries, including but not limited to energy, natural resources, agribusiness, technology, transportation, mining, oil & gas, financial services, healthcare, and pharmaceuticals. In addition, the Company also plans to invest in special situations that may potentially generate significant revenues and profitability for the Company in the short term. Furthermore, we will continue to provide advisory and consulting services to international clients through our wholly owned subsidiary PHI Capital Holdings, Inc. The Company anticipates generating substantial amounts of revenues through the merger and acquisition program, investment in special situations, and advisory services mentioned herein. We will strive to build a critical mass through acquisition and organic growth in order to uplist the Company’s stock to national exchange in the near future. However, no assurances could be made that management would be successful in achieving its plan. The president and chairman of the Company has committed to funding the Company’s operations from various sources for the next 12 months. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 19 – SUBSEQUENT EVENT These financial statements were approved by management and available for issuance on November 20, 2017. Subsequent events have been evaluated through this date. CLOSING OF THE AGREEMENT TO ACQUIRE 51% OWNERSHIP IN 400-ACRE MINING CLAIMS IN GRANT COUNTY, OREGON On September 2, 2017, American Pacific Resources, Inc., a Wyoming corporation (“APR”) and wholly owned subsidiary of the Company, entered into an Agreement of Purchase and Sale with Rush Gold Royalty Inc, a Wyoming corporation, to acquire a 51% ownership in twenty-one mining claims over an area of approximately 400 acres in Granite Mining District, Grant County, Oregon, U.S.A., in exchange for a total purchase price of twenty-five million U.S. Dollars ($US 25,000,000) to be paid in a combination $20 million in PHI Group, Inc.’s Class A Series II Convertible Cumulative Redeemable Preferred Stock (“Preferred Stock”), and $5 million in cash and demand promissory note upon the closing of this contemplated transaction. The PHI Group’s Class A Series II Preferred Stock is priced at $5 per share (“Original Price per Share”), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company. This transaction was closed effective October 3, 2017. APPOINTMENT OF CHIEF TECHNOLOGY OFFICER FOR ABUNDANT FARMS, INC. On October 28, 2017, Abundant Farms, Inc., a wholly owned subsidiary of PHI Group, Inc., signed an Employment Agreement with Mr. Lam Duong and appointed the same as Chief Technology Officer/Chief Operation Officer for Abundant Farms. After a trial period of three months, the Employment Agreement will be effective for three years and may be renewed by mutual consent of both the Company and the employee. Mr. Duong will be responsible for all technological aspects of Abundant Farms, including the development of organic fertilizers and other agricultural and medicinal products. BUSINESS COOPERATION AND INVESTMENT AGREEMENT WITH SUDA LATTANA CO., LTD. FOR GOLD MINING PROJECT On November 4, 2017, American Pacific Resources, Inc. (“APR”), a subsidiary of PHI Group, Inc., signed a Business Cooperation and Investment Agreement (the “Agreement”) with Suda Lattana Co., Ltd. a company duly organized and existing under the laws of Lao People’s Democratic Republic, to develop a 67,000-acre (27,000-hectare) gold mining project in the Province of Savannakhet, Laos. APR will be responsible for financing and operating the gold mining project and will share a majority of the project’s net profits after accounting for the costs of capital and operating expenses. The Agreement is valid until December 31, 2066. BUSINESS COOPERATION AGREEMENT WITH SUDA LATTANA CO., LTD. FOR IMPORT AND DISTRIBUTION OF PHARMACEUTICAL PRODUCTS AND MEDICAL EQUIPMENT On November 4, 2017, Phivitae Corporation, a wholly owned subsidiary of PHI Group, Inc. signed a Business Cooperation Agreement with Suda Lattana Co., Ltd., a Lao company, to provide pharmaceutical products, medical equipment and healthcare supplies to Laos and its neighboring countries. According to the Agreement, Phivitae Corp. will be responsible for identifying and forming strategic alliance with reputable international manufacturers and suppliers in North America, European Union and India to provide pharmaceutical products, medical equipment and healthcare supplies that meet or exceed international required standards to Laos and its neighboring markets. The term of the Agreement is for six years and may be renewed every five years thereafter by mutual consent of both parties. The sharing of profits from this operation will be determined by both parties in a subsequent appendix to the Business Cooperation Agreement. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc., its wholly owned subsidiaries PHI Capital Holdings, Inc., Abundant Farms, Inc., American Pacific Resources, Inc., PHI EZ Water Tech, Inc., PHI Group Regional Center, LLC, Phivitae Corporation, Constructii SA Group, Inc. and its discontinued operations Providential Securities, Inc., PHI Energy Corporation, PHI Gold Corp, Providential Vietnam Ltd. and Philand Ranch Limited (including its 100% owned subsidiary Philand Corporation and Philand Vietnam Ltd) and Omni Resources, Inc., collectively referred to as the “Company.” All significant inter-company transactions have been eliminated in consolidation. |
Interim Consolidated Financial Statements | 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, 2017. 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 months ended September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2018. |
Use of Estimates | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. |
Marketable Securities | 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. Typically, 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 OTC Markets or other public exchanges. As such, each investment is accounted for in accordance with the provisions of SFAS No. 115. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a separate component of stockholder’s equity. Realized gains and losses for securities classified as available-for-sale are reported in earnings based upon the adjusted cost of the specific security sold. On September 30, 2017, the marketable securities were recorded at $500,671, based upon the fair value of the marketable securities at that time. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level 3 Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, short-term notes payable, convertible notes, derivative liability and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. Effective July 1, 2008, the Company adopted ASC 820 (previously SFAS 157), Fair Value Measurements Assets measured at fair value on a recurring basis are summarized below. The Company also has convertible notes and derivative liabilities as disclosed in this report that are measured at fair value on a regular basis until paid off or exercised. Available-for-sale securities The Company uses various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy for disclosures, specified in ASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets and liabilities. The company’s policy regarding the transfers in and/or out of Level 3 depends on the trading activity of the security, the volatility of the security, and other observable units which clearly represents the fair value of the security. If a level 3 security can be measured using a more fairly represented fair value, we will transfer these securities either into Level 1 or Level 2, depending on the type of inputs. |
Accounts Receivable | ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of September 30, 2017, the Company did not have any accounts receivable. |
Properties and Equipment | PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred. |
Revenue Recognition | REVENUE RECOGNITION The Company’s revenue recognition policies are in compliance with ASC 13 (previously Staff accounting bulletin (SAB) 104). The Company recognizes consulting and advisory fee revenues when the transaction is completed and the service fees are earned. Expenses are recognized in the period in which the corresponding liability is incurred. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue. |
Stock-Based Compensation | STOCK-BASED COMPENSATION Effective July 1, 2006, the Company adopted ASC 718-10-25 (previously SFAS 123R) and accordingly has adopted the modified prospective application method. Under this method, ASC 718-10-25 is applied to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of awards that are outstanding as of the date of adoption for which the requisite service has not been rendered (such as unvested options) is recognized over a period of time as the remaining requisite services are rendered. |
Risks and Uncertainties | RISKS AND UNCERTAINTIES In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its service and receives marketable securities upon execution of transactions. Consequently, the value of the securities received from customers can be affected by economic fluctuations and each customer’s business growth. The actual realized value of these securities could be significantly different than recorded value. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS Update No. 2013-11—Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists [Download] July 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. Update No. 2013-09— Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04 [Download] July 2013 The deferral in this amendment is effective upon issuance for financial statements that have not been issued. Update No. 2013-07— Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting [Download] April 2013 Effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013. Early adoption is permitted. Update No. 2013-04— Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date [Download] February 2013 Effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. Update 2013-02— Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income [Download] February 2013 For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. For nonpublic entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Update 2013-01— Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities [Download] January 2013 An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of Update 2011-11. The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company’s financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole. |
Marketable Equity Securities 26
Marketable Equity Securities Available for Sale (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair value of Investments Marketable Equity Securities | The fair value of the shares recorded as of September 30, 2017 was $500,671. Securities available for sale Level 1 Level 2 Level 3 Total September 30, 2017 None $ 237,826 $ 262,845 $ 500,671 June 30, 2017 None $ 210,646 $ 292,050 $ 502,696 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The Other Assets comprise of the following as of September 30, 2017 and June 30, 2017: 9/30/2017 6/30/2017 Equity Investments $ 35,500 $ - Total Other Assets $ 35,500 $ - |
Current Liabilities (Tables)
Current Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Current Liabilities | Current liabilities of the Company consisted of the followings as of September 30, 2017 and June 30, 2017: September 30, 2017 June 30, 2017 Accounts Payable 148,362 159,875 Accrued Expenses 471,059 384,929 Notes Payable 900,658 873,008 Due to Officers 279,142 592,141 Client Deposits 780 780 Derivative Liabilities – Net 605,389 454,756 Other Current Payable 92,781 - Total Current Liabilities: $ 2,498,171 $ 2,465,489 |
Due to Officers (Tables)
Due to Officers (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Components of Due to Officers | Officers/Directors September 30, 2017 June 30, 2017 Henry Fahman 198,292 $ 511,291 Tam Bui 63,350 $ 63,350 Frank Hawkins 5,000 $ 5,000 Lawrence Olson 12,500 12,500 Total $ 279,142 $ 592,141 |
Long-Term Liabilities (Tables)
Long-Term Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Liabilities | Long-term liabilities of the Company consisted of the followings as of September 30, 2017 and June 30, 2017: September 30, 2017 June 30, 2017 Accrued Expenses 1,462,836 1,462,836 Accrued Interest 2,715,963 2,715,963 Advances from Customers 288,219 288,219 Liabilities from Discontinued Operations 1,040,037 1,040,037 Preferred Stock Liabilities – Discontinued Operations 215,000 215,000 Total Long-term Liabilities: $ 5,722,056 $ 5,722,056 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value of Stock Option Assumption | Risk-free interest rate 1.18 % Expected life 7 years Expected volatility 239.3 % Vesting is based on a one-year cliff from grant date. |
Schedule of Fair Value of Stock Option Issuance Date | The fair value of the Company’s Stock Options as of issuance valuation date is as follows: Fair Value at Holder Issue Date Maturity Date Stock Options Exercise Price Issuance Tam Bui 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Frank Hawkins 9/23/2016 9/23/2023 875,000 Fixed price: $0.24 $ 219,464 Henry Fahman 9/23/2016 9/23/2023 4,770,000 Fixed price: $0.24 $ 1,187,984 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Sep. 30, 2017 | |
Minimum percentage of outstanding common stock and stock equivalents of investee | 20.00% | |
Marketable securities | $ 502,696 | $ 500,671 |
Accounts receivable | ||
Minimum [Member] | ||
Property and equipment, estimated useful lives of assets | 3 years | |
Maximum [Member] | ||
Property and equipment, estimated useful lives of assets | 5 years | |
Philand Corporation and Philand Vietnam Ltd [Member] | ||
Percentage of ownership | 100.00% |
Marketable Equity Securities 33
Marketable Equity Securities Available for Sale (Details Narrative) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Marketable securities | $ 500,671 | $ 502,696 |
Myson Group, Inc [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 33,975,106 | |
Sports Pouch Beverage Co [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 292,050,000 |
Marketable Equity Securities 34
Marketable Equity Securities Available for Sale - Schedule of Fair value of Investments Marketable Equity Securities (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Marketable securities | $ 500,671 | $ 502,696 |
Level 1 [Member] | ||
Marketable securities | ||
Level 2 [Member] | ||
Marketable securities | 237,826 | 210,646 |
Level 3 [Member] | ||
Marketable securities | $ 262,845 | $ 292,050 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Equity Investments | $ 35,500 | |
Total Other Assets | $ 35,500 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Liabilities from discontinued operations liabilities and potential liability contingencies | $ 2,234,327 | ||
Liabilities from discontinued operations, noncurrent | $ 1,040,037 | $ 1,040,037 |
Current Liabilities - Schedule
Current Liabilities - Schedule of Current Liabilities (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 148,362 | $ 159,875 |
Accrued Expenses | 471,059 | 384,929 |
Notes Payable | 900,658 | 873,008 |
Due to Officers | 279,142 | 592,141 |
Client Deposits | 780 | 780 |
Derivative Liabilities – Net | 605,389 | 454,756 |
Other Current Payable | 92,781 | |
Total current liabilities | $ 2,498,171 | $ 2,465,489 |
Due to Officers (Details Narrat
Due to Officers (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | |
Due to officers | $ 279,142 | $ 592,141 |
Restricted Stock [Member] | ||
Conversion of debt into shares, value | $ 300,000 | |
Conversion of debt into shares, shares | 20,000,000 | |
Common stock conversion price per share | $ 0.015 |
Due to Officers - Components of
Due to Officers - Components of Due to Officers (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Due to Officers/Directors | $ 279,142 | $ 592,141 |
Henry Fahman [Member] | ||
Due to Officers/Directors | 198,292 | 511,291 |
Tam Bui [Member] | ||
Due to Officers/Directors | 63,350 | 63,350 |
Frank Hawkins [Member] | ||
Due to Officers/Directors | 5,000 | 5,000 |
Lawrence Olson [Member] | ||
Due to Officers/Directors | $ 12,500 | $ 12,500 |
Loans and Promissory Notes (Det
Loans and Promissory Notes (Details Narrative) - USD ($) | Sep. 09, 2017 | Aug. 24, 2017 | Aug. 15, 2017 | Aug. 14, 2017 | Aug. 03, 2017 | Aug. 01, 2017 | Jul. 24, 2017 | Jul. 20, 2017 | Jun. 09, 2017 | Apr. 12, 2017 | Apr. 05, 2017 | Apr. 04, 2017 | Mar. 03, 2017 | Feb. 23, 2017 | Feb. 02, 2017 | Sep. 30, 2017 | Jul. 11, 2017 | Jun. 30, 2017 |
Short-term notes payable | $ 626,390 | |||||||||||||||||
Accrued interest on notes payable | 2,444,141 | |||||||||||||||||
Convertible promissory note | 415,387 | |||||||||||||||||
Derivative liabilities | 605,389 | $ 454,756 | ||||||||||||||||
Power Up Lending Group [Member] | ||||||||||||||||||
Debt face amount | $ 33,000 | $ 28,000 | $ 33,500 | $ 28,000 | ||||||||||||||
Percentage of interest per annum | 10.00% | 8.00% | 12.00% | 8.00% | ||||||||||||||
Common stock debt discount, percentage | 42.00% | 42.00% | 42.00% | 45.00% | ||||||||||||||
Debt maturity date | May 15, 2018 | Apr. 30, 2018 | Jan. 25, 2018 | Nov. 30, 2017 | ||||||||||||||
Debt instrument payment for premium and accrued interest | $ 43,025 | |||||||||||||||||
EMA Financial LLC [Member] | ||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||
Percentage of interest per annum | 10.00% | |||||||||||||||||
Common stock debt discount, percentage | 50.00% | |||||||||||||||||
Debt maturity date | Apr. 4, 2018 | |||||||||||||||||
JSJ Investments, Inc. [Member] | ||||||||||||||||||
Debt face amount | $ 78,750 | $ 40,000 | ||||||||||||||||
Percentage of interest per annum | 45.00% | 10.00% | ||||||||||||||||
Common stock debt discount, percentage | 10.00% | 45.00% | ||||||||||||||||
Debt maturity date | May 3, 2018 | Jan. 5, 2018 | ||||||||||||||||
Crown Bridge Partners LLC [Member] | ||||||||||||||||||
Debt face amount | $ 35,000 | |||||||||||||||||
Percentage of interest per annum | 5.00% | |||||||||||||||||
Common stock debt discount, percentage | 50.00% | |||||||||||||||||
Debt maturity date | Jun. 9, 2018 | |||||||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||||||
Debt face amount | $ 3,485 | |||||||||||||||||
Debt maturity date | Jul. 24, 2017 | |||||||||||||||||
Debt instrument payment for premium and accrued interest | $ 49,531 | |||||||||||||||||
LG Capital [Member] | ||||||||||||||||||
Debt face amount | $ 78,750 | |||||||||||||||||
Percentage of interest per annum | 8.00% | |||||||||||||||||
Common stock debt discount, percentage | 50.00% | |||||||||||||||||
Debt maturity date | May 26, 2018 | |||||||||||||||||
JSJ Investments [Member] | ||||||||||||||||||
Debt instrument payment for premium and accrued interest | $ 31,463 | |||||||||||||||||
Convertible promissory note | 21,000 | |||||||||||||||||
JSJ Investments, Inc. [Member] | Convertible Promissory Note One [Member] | ||||||||||||||||||
Debt face amount | $ 42,000 | |||||||||||||||||
Percentage of interest per annum | 10.00% | |||||||||||||||||
Common stock debt discount, percentage | 45.00% | |||||||||||||||||
Debt maturity date | Nov. 2, 2017 | |||||||||||||||||
Auctus Fund, LLC [Member] | ||||||||||||||||||
Debt face amount | $ 75,000 | |||||||||||||||||
Percentage of interest per annum | 10.00% | |||||||||||||||||
Common stock debt discount, percentage | 50.00% | |||||||||||||||||
Debt maturity date | Dec. 3, 2017 | |||||||||||||||||
Debt instrument payment for premium and accrued interest | $ 39,308 | |||||||||||||||||
Convertible promissory note | $ 50,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Short term notes payable interest rate | 0.00% | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Short term notes payable interest rate | 36.00% |
Long-Term Liabilities (Details
Long-Term Liabilities (Details Narrative) - USD ($) | Aug. 03, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Preferred stock shares subscribed | $ 215,000 | ||
Accrue imputed interest expenses on periodic basis | $ 215,000 | ||
Accrued Interest | 2,715,963 | 2,715,963 | |
Advances from customers | 288,219 | 288,219 | |
Accrued Expenses | 1,462,836 | 1,462,836 | |
Liabilities from discontinued operations | 1,040,037 | 1,040,037 | |
Settlement and Payment Agreement [Member] | Thinh Hung [Member] | |||
Accrued Interest | 92,781 | ||
Advances from customers | 381,000 | ||
Advances from customers outstanding balance | $ 288,219 | ||
Settlement Agreement [Member] | PHI Group, Inc [Member] | Minimum [Member] | |||
Transfer shares of common stock | 480,000 | 480,000 | |
Unrealized sale of equity investment | $ 381,000 | $ 381,000 | |
Settlement Agreement [Member] | Thinh Hung [Member] | PHI Group, Inc [Member] | |||
Pay cash directly | $ 381,000 | ||
Receipt share of stock authorized | 480,000 | ||
Preferred Stock [Member] | |||
Accrued Interest | $ 445,050 | $ 438,600 |
Long-Term Liabilities - Schedul
Long-Term Liabilities - Schedule of Long-Term Liabilities (Details) - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 |
Debt Disclosure [Abstract] | ||
Accrued Expenses | $ 1,462,836 | $ 1,462,836 |
Accrued Interest | 2,715,963 | 2,715,963 |
Advances from Customers | 288,219 | 288,219 |
Liabilities from Discontinued Operations | 1,040,037 | 1,040,037 |
Preferred Stock Liabilities – Discontinued Operations | 215,000 | 215,000 |
Total Long-term Liabilities: | $ 5,722,056 | $ 5,722,056 |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Jul. 09, 2012 | Oct. 31, 2000 | May 31, 2011 | Sep. 30, 2017 | Feb. 01, 2010 |
Costs incurred in breach of contract for damages | $ 75,000 | ||||
Settlement agreement amount | $ 62,500 | ||||
Administrative costs | 4,500 | ||||
Legal costs | 2,500 | ||||
Accrued litigation amount | $ 140,491 | 79,000 | |||
Accrued potential liabilities | 172,091 | ||||
Promissory notes outstanding | $ 140,000 | ||||
Accrued Liabilities [Member] | |||||
Accrued potential liabilities | $ 90,000 | ||||
William Davidson [Member] | |||||
Settlement agreement amount | $ 200,000 |
Payroll Liabilities (Details Na
Payroll Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Penalties, interest and tax | $ 118,399 | |
Internal Revenue Service [Member] | ||
Penalties, interest and tax | $ 41,974 | |
State of California Employment Development Department [Member] | ||
Penalties, interest and tax | $ 19,290 |
Stockholder's Equity (Details N
Stockholder's Equity (Details Narrative) - USD ($) | Jul. 25, 2017 | Jul. 24, 2017 | Jul. 21, 2017 | Jul. 17, 2017 | Jul. 11, 2017 | Jul. 05, 2017 | Apr. 02, 2015 | Mar. 15, 2012 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 20, 2017 | Feb. 01, 2010 |
Number of authorized capital stock | 1,000,000,000 | 1,000,000,000 | ||||||||||
Number of authorized capital stock, par value | $ 0.001 | |||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock reverse stock split | 1 for 1,500 | 1 -for-1,500 reverse split | 1 -for-1,500 reverse split | |||||||||
Common stock adjusted for reverse split for one share | 1,500 | |||||||||||
Treasury stock, post-split shares | 483,269 | 321,569 | ||||||||||
Treasury stock, value | $ 44,148 | $ 40,908 | ||||||||||
Notes payable | $ 140,000 | |||||||||||
Common stock, shares issued | 41,082,982 | 16,109,036 | ||||||||||
Common stock, shares outstanding | 41,082,982 | 16,109,036 | ||||||||||
Number of common stock for future reserve | 5,673,327 | |||||||||||
Preferred stock issued | ||||||||||||
Preferred stock outstanding | ||||||||||||
Class A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 100,000,000 | |||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||
Preferred stock, shares designated | 50,000,000 | |||||||||||
Percentage of non-compounding cumulative dividends per annum | 12.00% | |||||||||||
Percentage of variable conversion market price | 75.00% | |||||||||||
Percentage of discount rate | 25.00% | |||||||||||
Percentage of original purchase price of preferred stock | 120.00% | |||||||||||
Non-voting Class A Series I Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||||
Preferred stock, par value | $ 5 | |||||||||||
Non-voting Class A Series II Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 25,000,000 | |||||||||||
Preferred stock, par value | $ 5 | |||||||||||
Non-voting Class A Series III Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||||
Preferred stock, par value | $ 5 | |||||||||||
Voting Class A Series IV Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||
Preferred stock, par value | $ 5 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Number of converted shares during period | 20,000,000 | |||||||||||
Converted shares, value | $ 300,000 | |||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||
Restricted Stock [Member] | Henry Fahman [Member] | ||||||||||||
Number of converted shares during period | 20,000,000 | |||||||||||
Converted shares, value | $ 300,000 | |||||||||||
Debt instrument, convertible, conversion price | $ 0.015 | |||||||||||
Restricted Stock [Member] | Two Non-US Shareholders [Member] | Private Stock Purchase Agreements [Member] | ||||||||||||
Number of shares issued during period to investor in cash, shares | 1,533,333 | |||||||||||
Issued shares to investor in cash, value | $ 23,000 | |||||||||||
Issued share per share price | $ 0.015 | |||||||||||
Power Up Lending Group Ltd [Member] | ||||||||||||
Number of converted shares during period | 1,019,872 | 880,000 | 740,741 | |||||||||
Converted shares, value | $ 7,955 | $ 7,920 | $ 10,000 | |||||||||
Debt instrument, convertible, conversion price | $ 0.0078 | $ 0.009 | $ 0.0135 | |||||||||
Debt convertible, principal amount | $ 6,580 | $ 14,500 | ||||||||||
Accrued interest | 1,375 | |||||||||||
Notes payable | $ 0 | |||||||||||
Auctus Fund, LLC [Member] | ||||||||||||
Number of converted shares during period | 800,000 | |||||||||||
Converted shares, value | $ 5,152 | |||||||||||
Debt instrument, convertible, conversion price | $ 0.00644 | |||||||||||
Debt convertible, principal amount | $ 3,485 | |||||||||||
Accrued interest | 1,667 | |||||||||||
Debt principal amount after conversion | $ 32,613 | |||||||||||
Repayments of debt | $ 49,530 | |||||||||||
Notes payable | $ 0 | |||||||||||
November 20, 2017 [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock, shares issued | 45,935,141 | |||||||||||
Common stock, shares outstanding | 45,935,141 | |||||||||||
Number of common stock for future reserve | 5,673,327 | |||||||||||
Preferred stock issued | ||||||||||||
Preferred stock outstanding |
Stock-Based Compensation Plan46
Stock-Based Compensation Plan (Details Narrative) - $ / shares | Sep. 23, 2016 | Mar. 18, 2015 |
Employee benefit plan shares of common stock for eligible employees | 1,000,000 | |
Henry Fahman [Member] | ||
Option grant date exercise price per share | $ 0.24 | |
Number of option shares | 6,520,000 | |
Number of options outstanding term | 7 years | |
Number of options exercisable term | 1 year |
Stock-Based Compensation Plan -
Stock-Based Compensation Plan - Schedule of Fair Value of Stock Option Assumption (Details) | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 1.18% |
Expected life | 7 years |
Expected volatility | 239.30% |
Stock-Based Compensation Plan48
Stock-Based Compensation Plan - Schedule of Fair Value of Stock Option Issuance Date (Details) | 3 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Tam Bui [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 875,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 219,464 |
Frank Hawkins [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 875,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 219,464 |
Henry Fahman [Member] | |
Stock Options Issue Date | Sep. 23, 2016 |
Stock Options Maturity Date | Sep. 23, 2023 |
Stock Options Shares | shares | 4,770,000 |
Stock Options Exercise Price | $ / shares | $ 0.24 |
Fair Value at Issuance of Stock Option | $ | $ 1,187,984 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
American Laser Healthcare Corp. [Member] | |
Fee received | $ 25,000 |
President and Secretary & Treasurer [Member] | |
Accrued salaries | $ 52,500 |
Contracts and Commitments (Deta
Contracts and Commitments (Details Narrative) | Sep. 02, 2017USD ($)aNumber$ / shares | Aug. 23, 2017 | Aug. 07, 2017 | Aug. 03, 2017USD ($)shares | Mar. 03, 2017USD ($)a | Jan. 26, 2017 | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares |
Business acquisition percentage | 94.00% | |||||||
Common stock shares reserved for future issuance | shares | 5,673,327 | |||||||
Common stock beneficially conversion, percentage | 4.99% | |||||||
Customer advances | $ 288,219 | $ 288,219 | ||||||
Preferred stock, per share | $ / shares | $ 0.001 | $ 0.001 | ||||||
Class A Series II Preferred Stock [Member] | ||||||||
Preferred stock, per share | $ / shares | $ 5 | |||||||
Cumulative dividends rate | 8.00% | |||||||
Redeemable premium, percentage | 120.00% | |||||||
Original price per share, description | The PHI Groups Class A Series II Preferred Stock is priced at $5 per share (Original Price per Share), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company. | |||||||
Medical Corp SRL [Member] | ||||||||
Percentage of equity ownership | 80.00% | |||||||
Purchase price, description | The Company signed a Letter of Intent to acquire eighty percent (80%) equity interest in Medical Corp SRL (MDC) for the price of one million Euros. | |||||||
Minimum [Member] | ||||||||
Fertilizer usage, percentage | 30.00% | |||||||
Boosting crop yields, percentage | 30.00% | |||||||
Maximum [Member] | ||||||||
Water consumption, percentage | 30.00% | |||||||
Fertilizer usage, percentage | 50.00% | |||||||
Boosting crop yields, percentage | 50.00% | |||||||
First Tranche [Member] | ||||||||
Number of common stock shares issued during the period | shares | 4,794,500 | |||||||
Investment Agreement [Member] | ||||||||
Business acquisition percentage | 200.00% | |||||||
Total purchase price | $ 250,000 | |||||||
Payment of commitment | $ 10,000,000 | |||||||
Common stock shares reserved for future issuance | shares | 65,445,000 | 20,000,000 | ||||||
Settlement Agreement [Member] | PHI Group, Inc [Member] | Minimum [Member] | ||||||||
Transfer shares of common stock | shares | 480,000 | 480,000 | ||||||
Unrealized sale of equity investment | $ 381,000 | $ 381,000 | ||||||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | ||||||||
Area of land | a | 400 | |||||||
Percentage of equity ownership | 51.00% | |||||||
Number of mining claims | Number | 21 | |||||||
Purchase price | $ 25,000,000 | |||||||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Cash and Demand Promissory Note [Member] | ||||||||
Purchase price | 5,000,000 | |||||||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Class A Series II Convertible Cumulative Redeemable Preferred Stock [Member] | ||||||||
Purchase price | $ 20,000,000 | |||||||
Bonifay, Holmes County [Member] | ||||||||
Area of land | a | 408 | |||||||
Total purchase price | $ 1,500,000 | |||||||
Initial deposit | $ 37,500 | |||||||
Hoang Minh Chau Hung Yen, LLC [Member] | ||||||||
Business acquisition percentage | 51.00% | |||||||
Thinh Hung Investment Co [Member] | Settlement Agreement [Member] | ||||||||
Investment on debt | 381,000 | |||||||
Customer advances | 288,219 | |||||||
Thinh Hung Investment Co [Member] | Settlement Agreement [Member] | PHI Group, Inc [Member] | ||||||||
Pay cash directly | $ 381,000 | |||||||
Receipt share of stock authorized | shares | 480,000 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 39,861,171 | $ 39,299,754 | |
Stockholders' deficit | 7,550,566 | $ 7,513,481 | |
Net income (loss) | $ 105,794 | $ 189,946 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) | Nov. 04, 2017a | Sep. 02, 2017USD ($)aNumber$ / shares | Sep. 30, 2017$ / shares | Jun. 30, 2017$ / shares |
Preferred stock, per share | $ / shares | $ 0.001 | $ 0.001 | ||
Class A Series II Preferred Stock [Member] | ||||
Preferred stock, per share | $ / shares | $ 5 | |||
Cumulative dividends rate | 8.00% | |||
Redeemable premium, percentage | 120.00% | |||
Original price per share, description | The PHI Groups Class A Series II Preferred Stock is priced at $5 per share (Original Price per Share), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company. | |||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | ||||
Acquire percentage from equity interest | 51.00% | |||
Number of mining claims | Number | 21 | |||
Area of land | a | 400 | |||
Purchase price | $ 25,000,000 | |||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Cash and Demand Promissory Note [Member] | ||||
Purchase price | 5,000,000 | |||
Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Class A Series II Convertible Cumulative Redeemable Preferred Stock [Member] | ||||
Purchase price | $ 20,000,000 | |||
Subsequent Event [Member] | Class A Series II Preferred Stock [Member] | ||||
Preferred stock, per share | $ / shares | $ 5 | |||
Cumulative dividends rate | 8.00% | |||
Redeemable premium, percentage | 120.00% | |||
Original price per share, description | The PHI Groups Class A Series II Preferred Stock is priced at $5 per share (Original Price per Share), carrying a cumulative dividend rate of 8%, redeemable at 120% premium to the Original Price per Share, and convertible to Common Stock of PHI Group at 25% discount six months after issuance or to Common Stock of APR at 50% discount to the then relevant market price when APR has become a fully-reporting company. | |||
Subsequent Event [Member] | Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | ||||
Acquire percentage from equity interest | 51.00% | |||
Number of mining claims | Number | 21 | |||
Area of land | a | 400 | |||
Purchase price | $ 25,000,000 | |||
Subsequent Event [Member] | Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Cash and Demand Promissory Note [Member] | ||||
Purchase price | 5,000,000 | |||
Subsequent Event [Member] | Agreement of Purchase and Sale [Member] | Rush Gold Royalty Inc [Member] | Class A Series II Convertible Cumulative Redeemable Preferred Stock [Member] | ||||
Purchase price | $ 20,000,000 | |||
Subsequent Event [Member] | Business Cooperation Agreement [Member] | Suda Lattana Co. Ltd. [Member] | ||||
Area of land | a | 67,000 | |||
Agreement expiration date | Dec. 31, 2066 | |||
Agreement description | The term of the Agreement is for six years and may be renewed every five years thereafter by mutual consent of both parties. | |||
Subsequent Event [Member] | Business Cooperation Agreement [Member] | Suda Lattana Co. Ltd. [Member] | Hectare [Member] | ||||
Area of land | a | 27,000 |