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 4,000,000,000 shares with a par value of $0.001 per share, consisting of 3,800,000,000 shares of voting Common Stock with a par value of $0.001 per share and 200,000,000 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. Treasury Stock: The balance of treasury stock as of September 30, 2018 was 484,767 post-split shares valued at $44,170 according to cost method. Common Stock: During the quarter ended September 30, 2018, the Company issued the following amounts of its Common Stock: On July 19, 2018, the Company issued 1,951,220 shares of free-trading Common Stock of PHI Group, Inc. to Einstein Investments, LLC, holder of the $115,000 Convertible Promissory Note dated November 24, 2017 of the Company, for the conversion of $18,099.55 principal amount together with $900.45 accrued interest under the Note and $1,000.00 of conversion fees, totaling $20,000. The principal balance due remaining under this Note after this conversion was $53,349.49. On July 19, 2018, the Company issued 1,200,000 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated January 18, 2018 of the Company, for the conversion of $15,000.00 of the principal amount of the Note. The principal balance due remaining under this Note after this conversion was $18,000.00. On July 23, 2018, the Company issued 1,805,607 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated January 18, 2018 of the Company, for the conversion of $18,000.00 of the principal amount of the Note, together with $1,320.00 accrued interest under the Note, totaling $19,320.00. This note was paid in full with this issuance of conversion shares. On July 26, 2018, the Company issued 4,260,531 shares of free–trading Common Stock of PHI Group, Inc. to JSJ Investments, Inc., holder of a Convertible Promissory Note dated January 18, 2018 of the Company, for the conversion of $40,000.00 of the principal amount of the Note. The principal balance due remaining under this Note after this conversion was $38,750.00. On July 27, 2018, the Company issued 3,356,444 shares of free-trading Common Stock of PHI Group, Inc. to Crown Bridge Partners, LLC., holder of the Common Stock Purchase Warrant dated as of October 26, 2017 by the Company, for the cashless exercise of $12,715.00 value of warrants. The total warrant value remaining after this exercise was $0.00. On July 30, 2018, the Company issued 2,061,856 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated January 26, 2018 of the Company, for the conversion of $20,000.00 of the principal amount of the Note. The principal balance due remaining under this Note after this conversion was $13,000.00. On August 02, 2018, the Company issued 1,491,667 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated January 26, 2018 of the Company, for the conversion of $13,000.00 of the principal amount of the Note together with $1,320.00 accrued interest under the Note, totaling $14,320.00. This note was paid in full with this issuance of conversion shares. On August 06, 2018, the Company issued 2,298,851 shares of free-trading Common Stock of PHI Group, Inc. to Einstein Investments, LLC, holder of the $115,000 Convertible Promissory Note dated November 24, 2017 of the Company, for the conversion of $14,207.67 principal amount together with $292.33 accrued interest under the Note and $500.00 of conversion fees, totaling $15,000. The principal balance due remaining under this Note after this conversion was $39,141.82. On August 17, 2018, the Company issued 6,971,290 shares of free–trading Common Stock of PHI Group, Inc. to JSJ Investments, Inc., holder of a Convertible Promissory Note dated January 18, 2018 of the Company, for the conversion of $38,750.00 of the principal amount of the Note together with $4,193.15 accrued interest. The principal balance due remaining under this Note after this conversion was $00.00. On August 23, 2018, the Company issued 2,205,882 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated February 22, 2018 of the Company, for the conversion of $15,000.00 of the principal amount of the Note. The principal balance due remaining under this Note after this conversion was $18,000.00. On August 27, 2018, the Company issued 3,066,667 shares of free–trading Common Stock of PHI Group, Inc. to Power Up Lending Group Ltd., holder of a Convertible Promissory Note dated February 22, 2018 of the Company, for the conversion of $18,000.00 of the principal amount of the Note together with $1,320.00 accrued interest under the Note, totaling $19,320.00. This note was paid in full with this issuance of conversion shares. On August 31, 2018, the Company issued 1,500,000 shares of free-trading Common Stock of PHI Group, Inc. to Auctus Fund, LLC, holder of a Convertible Promissory Note dated February 02, 2018 of the Company, for the conversion of $579.18 of the principal balance of the Note, together with $4,980.82 of accrued and unpaid interest and $500.00 conversion fee under the Note totaling $6,060.00. The principal balance due remaining under this Note after this conversion was $74,420.82. On August 31, 2018, the Company issued 500,000 shares of restricted common stock of the Company to Redchip Companies LLC and 500,000 shares of restricted common stock of the Company to SRS Consulting Ltd. for consulting services at the price of $0.01 per share. On September 06, 2018, the Company issued 1,022,913 shares of free-trading Common Stock of PHI Group, Inc. to Adar Bays LLC, holder of a Convertible Promissory Note dated February 13, 2018 of the Company, for the conversion of $5,000.00 of the principal amount of the Note. The principal balance due remaining under this Note after this conversion was $55,000.00. On September 20, 2018, the Company issued 1,734,105 shares of free-trading Common Stock of PHI Group, Inc. to Einstein Investments, LLC, holder of the $115,000 Convertible Promissory Note dated November 24, 2017 of the Company, for the conversion of $6,517.43 principal amount of the Note together with $482.57 accrued interest under the Note and $500.00 of conversion fees, totaling $7,500. The principal balance due remaining under this Note after this conversion was $32,624.39. On September 21, 2018, the Company issued 1,500,000 shares of free-trading Common Stock of PHI Group, Inc. to Auctus Fund, LLC, holder of a Convertible Promissory Note dated February 02, 2018 of the Company, for the conversion of $4,110.66 of the principal balance of the Note, together with $489.34 of accrued and unpaid interest and $500.00 conversion fee under the Note totaling $5,100.00. The principal balance due remaining under this Note after this conversion was $70,310.16. On September 26, 2018, the Company issued 164,722 shares of restricted common stock of the Company under the auspices of Rule 144 to Andreas Held for $1,334.25. As of September 30, 2018, there were 173,485,570 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. Preferred Stock: The Company has filed Certificates of Designation and Amendments to Certificate of Designation with the Nevada Secretary of State to designate the Company’s authorized Preferred Stock as follows: Class A Preferred Stock I. DESIGNATIONS, AMOUNTS AND DIVIDENDS 1. Class A Series I Cumulative Convertible Redeemable Preferred Stock A. Designation: The designation of the first twenty million (20,000,000) shares of the previously authorized 100,000,000 shares of Preferred Stock, with a par value of $0.001 per share, shall be Class A Series I Cumulative Convertible Redeemable Preferred Stock. B. Number of Shares: The number of shares of Class A Series I Preferred Stock authorized shall be twenty million (20,000,000) shares. C. Dividends: Each holder of Class A Series I Preferred Stock is entitled to receive ten percent (10%) non-compounding cumulative dividends per annum, payable semi-annually. 2 . Class A Series II Cumulative Convertible Redeemable Preferred Stock A. Designation. The designation of the next twenty-five million (25,000,000) shares of the previously authorized 100,000,000 shares of Preferred Stock, with a par value of $0.001 per share, shall be Class A Series II Cumulative Convertible Redeemable Preferred Stock (the “ Class A Series II Preferred Stock B. Number of Shares. The number of shares of Class A Series II Preferred Stock authorized shall be twenty-five million (25,000,000) shares. C. Dividends: Each holder of Class A Series II Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per annum, payable semi-annually. 3. Class A Series III Cumulative Convertible Redeemable Preferred Stock A. Designation. The designation of the next fifty million (50,000,000) shares of the previously authorized 100,000,000 shares of Preferred Stock, with a par value of $0.001 per share, shall be Class A Series III Cumulative Convertible Redeemable Preferred Stock (the “ Class A Series III Preferred Stock B. Number of Shares. The number of shares of Class A Series III Preferred Stock authorized shall be fifty million (50,000,000) shares. C. Dividends: Each holder of Class A Series III Preferred Stock is entitled to receive eight percent (8%) cumulative dividends per annum, payable semi-annually. II. CONVERSION 1. Conversion of Series I and/or Series II Class A Preferred Stock into Common Stock of PHI Group, Inc. Each share of the Class A Preferred Stock, either Series I or Series II shall be convertible into the Company’s Common Stock any time after two years 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, 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. 2. Conversion of Series I and/or Series II Class A Preferred Stock into Common Stock of a subsidiary of PHI Group, Inc.’s. Alternatively, each share of the Class A Preferred Stock, either Series I or Series II, may be convertible into Common Stock of a subsidiary of PHI Group, Inc.’s, to be determined by the Company’s Board of Directors, any time after such subsidiary has become a fully-reporting publicly traded company for at least three months, at a Variable Conversion Price (as defined herein). The Variable Conversion Price to be used in connection with the conversion into Common Stock of a subsidiary of PHI Group, Inc.’s shall mean 50% multiplied by the Market Price (as defined herein), representing a discount rate of 50%, of that Common Stock. “Market Price” means the average Trading Price for the Common Stock of said subsidiary of PHI Group, Inc.’s 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 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, said subsidiary and Holder of the Class A Preferred Stock.” 3. Conversion of Class A Series III Preferred Stock of PHI Group, Inc. into Common Stock of American Pacific Plastics, Inc., a subsidiary of PHI Group, Inc.’s. The entire Class A Series III Preferred Stock of PHI Group, Inc. (i.e. fifty million (50,000,000) shares) may be convertible into eighty percent (80%) American Pacific Plastics, Inc.’s Common Stock which will have been issued and outstanding immediately after such conversion or exchange on a pro rata basis. 4. Conversion Shares. The amount of shares of Common Stock of PHI Group, Inc., or alternatively, of a subsidiary of PHI Group, Inc.’s, to be received by Holder at the time of conversion of Class A Series I or Series II Preferred Stock of PHI Group, Inc. will be based on the following formula: Where CS Amount of CS OIP + AUD OIP Original Issue Price of Class A Series I or Series II Preferred Stock of PHI Group, Inc. VCP AUD Accrued and Unpaid Dividends. VCP Variable Conversion Price of PHI Common Stock or of a subsidiary of PHI Group, Inc.’s as defined above. III. REDEMPTION RIGHTS The Corporation, 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, either Series I, Series II or Series III, 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. IV. LIQUIDATION Upon the occurrence of a Liquidation Event (as defined below), the holders of Class A Preferred Stock are entitled to receive net assets on a pro rata basis. As used herein, “ Liquidation Event Permitted Merger V. RANK All shares of the Class A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu VI. VOTING RIGHTS 1. Class A Series I, II and III Preferred Stock of PHI Group, Inc. shall have no voting rights. VII. PROTECTION PROVISIONS So long as any shares of Class A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the majority written consent of the holders of Class A Preferred Stock, alter or change the rights, preferences or privileges of the Class A Preferred Stock so as to affect adversely the holders of Class A Preferred Stock. VIII. MISCELLANEOUS A. Status of Redeemed Stock B Lost or Stolen Certificates C Waiver D Notices If to the Corporation: PHI GROUP, INC. 5348 Vegas Drive, # 237 Las Vegas, NV 89108 Telephone: 702-475-5430 Facsimile: 702-472-8556 If to the holders of Class Preferred Stock, to the address to be listed in the Corporation’s books and Records. Class B Preferred Stock Class B Series I Preferred Stock A. Designation: The designation of the next twenty-five thousand shares of the previously authorized 100,000,000 shares of Preferred Stock, with a par value of $0.001 per share, shall be Class B Series I Preferred Stock. B. Number of Shares: The number of shares of Class B Series I Preferred Stock authorized will be twenty-five thousand shares. C. Dividend: None D. Voting rights: Except as provided by law, the shares of Class B Series I Preferred Stock shall have the same right to vote or act on all matters on which the holders of Common Stock have the right to vote or act and the holders of the shares of Class B Series I shall be entitled to notice of any stockholders’ meeting or action as to such matters on the same basis as the holders of Common Stock, and the holders of Common Stock and shares of Class B Series I shall vote together or act together thereon as if a single class on all such matters; provided, in such voting or action each one share of Class B Series I shall be entitled to one hundred thousand votes. As of September 30, 2018, the following amounts of Preferred Stock were issued and outstanding: Class A Series II Preferred Stock: 10,000,000 shares. Class A Series III Preferred Stock: 50,000,000 shares. Class B Series I Preferred Stock: 15,000 shares. 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.” As of the date of this report, the Company continues to operate as a Nevada corporation. |