Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 17, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | PHI GROUP INC | |
Entity Central Index Key | 0000704172 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 8,846,086,249 | |
Trading Symbol | PHIL | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 57,661 | $ 13,937 |
Marketable securities | 873,498 | 1,100,483 |
Accounts receivable | 432,000 | 432,000 |
Other current assets | 1,847,026 | 174,877 |
Total current assets | 3,210,185 | 1,721,298 |
Other assets: | ||
Investments | 26,316,419 | 25,005,000 |
Contract Assets | 3,347,841 | 697,841 |
Total other assets | 29,664,260 | 25,702,841 |
Total Assets | 32,874,445 | 27,424,139 |
Current Liabilities: | ||
Accounts payable | 122,063 | 116,063 |
Accrued expenses | 523,109 | 392,205 |
Short-term notes payable - Net | 1,343,358 | 1,336,552 |
Due to officers and directors | 426,417 | 233,577 |
Contract Liabilities | 3,347,841 | 697,841 |
Derivative liabilities - Net | 637,913 | 738,814 |
Other current payable | 92,781 | 92,781 |
Total current liabilities | 6,493,482 | 3,607,834 |
Long-term Liabilities | ||
Demand promissory note | 24,048,500 | 24,048,500 |
Accrued expenses | 1,181,731 | 1,063,481 |
Accrued interest | 2,111,212 | 2,005,815 |
Advances from Customers | 288,219 | 288,219 |
Liabilities from Discontinued Operations | 1,255,037 | 1,255,037 |
Total Long-term Liabilities | 28,884,700 | 28,661,052 |
Total Liabilities | 35,378,182 | 32,268,886 |
Stockholders' deficit: | ||
Preferred Stock, value | 1,625,639 | 314,100 |
APIC - Common Stock | 29,774,375 | 33,887,240 |
Discount on capital | (6,222) | |
Common Stock to be cancelled - 100,000 shares previously issued to Level Logic, Inc. | (33,000) | (33,000) |
Total Common Stock | 36,744,377 | 34,237,160 |
Treasury stock: 484,767 and 321,569 shares as of 12/31/18 and 6/30/18, respectively - cost method. | (44,170) | (44,170) |
Common Stock to be issued - American Pacific Resources, Inc. subsidiary | 447,500 | 447,500 |
Acc. other comprehensive gain (loss) | 277,468 | 751,962 |
Accumulated deficit | (41,554,550) | (40,551,299) |
Total stockholders' deficit | (2,503,736) | (4,844,747) |
Total liabilities and stockholders' deficit | 32,874,445 | 27,424,139 |
Common Stock [Member] | ||
Stockholders' deficit: | ||
Total Common Stock | 7,009,224 | 382,920 |
Class A Series II Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, value | 10,000 | 10,000 |
APIC - Common Stock | 304,100 | 304,100 |
Class A Series III Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, value | 50,000 | |
APIC - Common Stock | 1,261,419 | |
Class B Series I Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock, value | $ 120 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Mar. 29, 2019 | Feb. 27, 2019 | Feb. 19, 2019 | Jan. 03, 2019 | Nov. 27, 2018 | Nov. 11, 2018 | Oct. 29, 2018 | Jun. 30, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,500,000,000 | 31,000,000,000 | 15,000,000,000 | 10,000,000,000 | 7,000,000,000 | 5,000,000,000 | 4,000,000,000 | 3,000,000,000 | 30,500,000,000 |
Common stock, shares issued | 6,761,268,673 | 135,893,815 | |||||||
Common stock, shares outstanding | 6,761,268,673 | 135,893,815 | |||||||
Treasury stock, shares | 484,767 | 321,569 | |||||||
Level Logic, Inc. [Member] | |||||||||
Common stock, shares issued | 100,000 | 100,000 | |||||||
Class A Series II Preferred Stock [Member] | |||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||
Class A Series II Preferred Stock [Member] | Additional Paid-in Capital [Member] | |||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||
Class A Series III Preferred Stock [Member] | |||||||||
Preferred stock, shares issued | 50,000,000 | ||||||||
Preferred stock, shares outstanding | 50,000,000 | ||||||||
Class A Series III Preferred Stock [Member] | Additional Paid-in Capital [Member] | |||||||||
Preferred stock, shares issued | 50,000,000 | ||||||||
Preferred stock, shares outstanding | 50,000,000 | ||||||||
Class B Series I Preferred Stock [Member] | |||||||||
Preferred stock, shares issued | 120,000 | ||||||||
Preferred stock, shares outstanding | 120,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Net revenues | ||||
Revenues | $ 950,000 | $ 500,000 | $ 1,150,000 | $ 960,500 |
Operating expenses: | ||||
Salaries and wages | 52,000 | 52,500 | 157,000 | 157,000 |
Professional services, including non-cash compensation | 24,018 | 77,721 | 244,281 | 151,224 |
General and administrative | 68,372 | 44,831 | 202,558 | 136,294 |
Total operating expenses | 144,391 | 175,052 | 603,839 | 444,518 |
Gain (loss) from operations | 805,609 | 324,948 | 546,161 | 515,982 |
Other income and (expenses) | ||||
Net interest income (expense) | (399,375) | (502,124) | (1,425,833) | (1,014,749) |
Net gain (loss) on sale of marketable securities | ||||
Gain (loss) on sale of assets | ||||
Prepayment premium | (10,862) | (105,313) | (10,862) | (155,939) |
Loss on loan/note conversions | (140,000) | |||
Dividends - Class A Series II Preferred Stock | (32,510) | (394,503) | (71,303) | (784,640) |
Other income (expense) | (41,388) | (38) | (41,414) | (94,334) |
Net other income (expenses) | (484,135) | (1,001,977) | (1,549,412) | (2,189,661) |
Net income (loss) | 321,474 | (677,029) | (1,003,251) | (1,673,680) |
Other comprehensive Income | ||||
Acc. Other comprehensive gain (loss) | 422,450 | 127,296 | 127,296 | 127,296 |
Comprehensive income (loss) | $ 743,923 | $ (549,733) | $ (875,955) | $ (1,546,384) |
Net loss per share: | ||||
Basic | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Weighted average number of shares outstanding: | ||||
Basic | 2,292,849,015 | 84,816,801 | 2,292,849,015 | 84,816,801 |
Diluted | 2,292,849,015 | 84,816,801 | 2,292,849,015 | 84,816,801 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) from operations | $ (1,003,251) | $ (1,673,680) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
(Increase) decrease in other assets and prepaid expenses | (4,095,163) | (880,049) |
Increase (decrease) in accounts payable and accrued expenses | 2,885,648 | 1,524,220 |
Net cash provided by (used in) operating activities | (2,212,766) | (1,029,509) |
Cash flows from investing activities: | ||
Investments in other companies | (1,311,419) | (25,005,000) |
Net cash provided by (used in) investing activities | (1,311,419) | (25,005,000) |
Cash flows from financing activities: | ||
Changes in Common stock and APIC | 2,507,216 | 1,594,686 |
Changes in Preferred stock and APIC | 1,311,539 | 20,000,000 |
Acc. Other comprehensive income (loss) | (474,494) | (26,178) |
Changes in Treasury stock | (3,262) | |
Demand Promissory Note | 4,809,500 | |
Changes in Long-term Liabilities | 223,647 | (218,020) |
Net cash provided by (used in) financing activities | 3,567,909 | 26,156,725 |
Net increase in cash and cash equivalents | 43,724 | 122,217 |
Cash and cash equivalents, beginning of period | 13,937 | 38,369 |
Cash and cash equivalents, end of period | $ 57,661 | $ 160,585 |
Nature of Business
Nature of Business | 9 Months Ended |
Mar. 31, 2019 | |
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 (www.phicapitalholdings.com 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, consumer goods, technology 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. Furthermore, PHI is in the process of completing the establishment of PHILUX Global Funds, a Luxembourg Bank Fund in accordance with the “Reserved Alternative Investment Fund” (“RAIF”), and a number of initial sub-funds thereunder for agricultural, energy, real estate projects and other investments, in accordance with the Luxembourg Law of July 23, 2016 relative to reserved alternative investment funds, Law of August 23, 2016 relative to commercial companies, and Modified Law of July 12, 2013 relative to alternative investment fund managers. The Company has also been working with special international partners and the Chu Lai Open Economic Zone Authority to potentially develop and establish an Asia Diamond Exchange in the Free-Trade Zone of Quang Nam Province, Vietnam. No assurances can be made that the Company will be successful in achieving its plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2019 | |
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., American Pacific Resources, Inc., American Pacific Plastics, Inc., PHI Luxembourg Development S.A., and its previously discontinued operations, 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, 2018. 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 and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2019. 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 March 31, 2019, the marketable securities were recorded at $873,498, 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 March 31, 2019, the Company had accounts receivable in the amount of $432,000. 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 STANDARDS ASC 606-10 provides the following overview of how revenue is recognized from an entity’s contracts with customers: An entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer). For performance obligations satisfied over time, an entity recognizes revenue over time by selecting an appropriate method for measuring the entity’s progress toward complete satisfaction of that performance obligation. (Paragraphs 606-10 25-23 through 25-30). In addition, ASC 606-10 contains guidance on the disclosures related to revenue, and notes the following: It also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. Specifically, Section 606-10-50 requires an entity to provide information about: - Revenue recognized from contracts with customers, including disaggregation of revenue into appropriate categories. - Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities. - Performance obligations, including when the entity typically satisfies its performance obligations and the transaction prices is that is allocated to the remaining performance obligations in a contract. - Significant judgments, and changes in judgments, made in applying the requirements to those contracts. Additionally, Section 340-40-50 requires an entity to provide quantitative and/or qualitative information about assets recognized from the costs to obtain or fulfill a contract with a customer. The Company’s revenue recognition policies are in compliance with ASC 606-10. The Company recognizes consulting and advisory fee revenues in accordance with the above-mentioned guidelines and expenses are recognized in the period in which the corresponding liability is incurred. 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. 2018-13 – August 2018 Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Modifications: The following disclosure requirements were modified in Topic 820: 1. In lieu of a roll-forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions: The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities: 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Update No. 2018-07 – June 2018 Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting Main Provisions: The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Update No. 2017-13 - September 2017 Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606) FASB Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), issued in May 2014 and codified in ASC Topic 606, Revenue from Contracts with Customers, and No. 2016-02. The transition provisions in ASC Topic 606 require that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting 3 periods beginning after December 15, 2017, including interim reporting periods within that reporting period. FN2 All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Update No. 2016-10 - April 2016 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. 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 implementation of these pronouncements would not have a material impact on the financial statements taken as a whole. |
Marketable Equity Securities Av
Marketable Equity Securities Available for Sale | 9 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 consisted of 32,900,106 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 March 31, 2019 was $873,498. Securities available for sale Level 1 Level 2 Level 3 Total March 31, 2019 None $ 581,448 $ 292,050 $ 873,498 June 30, 2018 None $ 253,538 $ 846,945 $ 1,100,483 |
Properties and Equipment
Properties and Equipment | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Properties and Equipment | NOTE 4 Except as disclosed elsewhere in this report, the Company did not have any properties or equipment as of March 31, 2019. |
Other Assets
Other Assets | 9 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 5 Other Assets comprise of the following: (1) As of March 31, 2019: $5,000 investment in Aquarius Power, Inc., $25,000,000 investment in 51% of twenty-one mining claims over an area of approximately 400 acres situated five miles Northeast of the town of Granite, Grant County, Oregon, U.S.A., near Granite Creek, within a precious metals belt 30-40 miles wide (N-S) and 100 miles long (E-W); coincident with the core of the Blue Mountains, along the Snake River; 3,060,000 shares of Common Stock of Vinafilms Joint Stock Company equivalent to 51% of this company, valued at $1,311,419; and Contract Assets of $3,347,841 totaling $29,664,260; (2) As of June 30, 2018: $5,000 investment in Aquarius Power, Inc., $25,000,000 investment in 51% of twenty-one mining claims over an area of approximately 400 acres situated five miles Northeast of the town of Granite, Grant County, Oregon, U.S.A., near Granite Creek, within a precious metals belt 30-40 miles wide (N-S) and 100 miles long (E-W); coincident with the core of the Blue Mountains, along the Snake River; and Contract Assets of $697,841 totaling $25,702,841. 03/31/2019 6/30/2018 Investments $ 26,316,419 $ 25,005,000 Contract Assets $ 3,347,841 $ 697,841 Total Other Assets $ 29,664,260 $ 25,702,841 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 6 In June 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 March 31, 2019, the Company had a balance of $1,255,037 as Long-term Liabilities from Discontinued Operations. |
Current Liabilities
Current Liabilities | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Current Liabilities | NOTE 7 Current liabilities of the Company consisted of the followings as of March 31, 2019 and June 30, 2018: March 31, 2019 June 30, 2018 Accounts Payable 122,063 116,063 Accrued Expenses 523,109 392,205 Short-term Notes Payable - Net 1,343,358 1,336,552 Due to Officers 426,417 233,577 Derivative Liabilities – Net 604,743 783,814 Contract Liabilities 3,347,841 697,841 Other Current Payable 92,781 92,781 Total Current Liabilities: $ 6,393,482 $ 3,607,834 |
Long-Term Liabilities
Long-Term Liabilities | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Liabilities | NOTE 8 Long-term liabilities of the Company consisted of the followings as of March 31, 2019 and June 30, 2018: March 31, 2019 June 30, 2018 Demand promissory note – American Pacific Resources, Inc. 24,048,500 24,048,500 Accrued Expenses 1,181,731 1,063,481 Accrued Interest 2,111,212 2,005,815 Advances from Customers 288,219 288,219 Liabilities from Discontinued Operations (including 1,255,037 1,255,037 Preferred Stock Liabilities) Total Long-term Liabilities: $ 28,884,700 $ 28,661,052 DUE TO PREFERRED STOCKHOLDERS OF DISCONTINUED SUBSIDIARY As of March 31, 2019, the Company recognized $215,000 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 at 12% per annum on the balance of $215,000 on a quarterly basis. 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 March 31, 2019, the Company recorded $288,219 of Advances from Customers as a Long-term Liability. In September 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 balance sheets of the Company as of March 31, 2019. |
Due to Officers
Due to Officers | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Due to Officers | NOTE 9 Due to officer, represents loans and advances made by officers and directors of the Company and its subsidiaries, unsecured and due on demand. As of March 31, 2019 and June 30, 2018, the balances were $426,417 and $233,577, respectively. Officers/Directors March 31, 2019 June 30, 2018 Henry Fahman 125,567 $ 157,727 Tam Bui 288,350 $ 63,350 Lawrence Olson 12,500 12,500 Total $ 426,417 $ 233,577 |
Loans and Promissory Notes
Loans and Promissory Notes | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans and Promissory Notes | NOTE 10 A. SHORT TERM NOTES PAYABLE: In the course of its business, the Company has obtained short-term loans from individuals and institutional investors. As of March 31, 2019, the Company had $973,310 in short-term notes payable with $2,214,980 accrued and unpaid interest. These notes bear interest rates ranging from 0% to 36% per annum. B. CONVERTIBLE PROMISSORY NOTES: 1. ISSUANCE OF NEW CONVERTIBLE PROMISSORY NOTES During the quarter ended March 31, 2019, the Company did not issue any new convertible promissory note. 2. CONVERSIONS OF CONVERTIBLE PROMISSORY NOTES During the quarter ended March 31, 2019, a number of holders of the Company’s convertible promissory notes converted certain amounts of principal and accrued interest in connection with those convertible promissory note(s) totaling 6,304,166,551 shares of Common Stock of the Company. ( Note 14 – Common Stock 3. CONVERTIBLE PROMISSORY NOTES OUTSTANDING AS OF MARCH 31, 2019 As of March 31, 2019, the Company had a net balance of $370,048 in convertible promissory notes, which included $595,207 in face value and $225,158 in note discounts. The derivative liabilities associated with these notes are $637,913 as of March 31, 2019. The Company relies on the results a professional, independent valuation firm to record the value of derivative liabilities, discounts, 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 the outstanding notes in cash as much as practical. |
Litigation
Litigation | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | NOTE 11 LEGAL PROCEEDING SETTLED AND UNPAID AS OF MARCH 31, 2019: 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 March 31, 2019 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 March 31, 2019. |
Payroll Liabilities
Payroll Liabilities | 9 Months Ended |
Mar. 31, 2019 | |
Payroll Liabilities | |
Payroll Liabilities | NOTE 12 The payroll liabilities are accrued and recorded as accrued expenses in the consolidated balance sheet. During the fiscal year 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 purported balance of $118,399 of payroll tax, penalties and interest. The Company intends to settle these matters with the appropriate agencies as soon as possible. |
Basic and Diluted Net Profit (L
Basic and Diluted Net Profit (Loss) Per Share | 9 Months Ended |
Mar. 31, 2019 | |
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 March 31 31, 2019 were the same since the inclusion of Common stock equivalents is anti-dilutive. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Mar. 31, 2019 | |
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 to date, the total number of authorized capital stock of the Company is thirty-one billion shares with a par value of $0.001 per share, consisting of 30.5 billion shares of voting Common Stock with a par value of $0.001 per share and 500,000,000 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: Common Stock: Conversions into Common Stock Note Holders Conversion Date Amounts Converted Shares Issued Auctus Fund LLC - 02/02/18 Note 1/8/2019 (8,117 ) 20,000,000 JSJ Investments - 03/21/18 Note 1/9/2019 (13,686 ) 19,140,669 Crown Bridge Partners - 04/02/18 Note 1/9/2019 (8,095 ) 22,324,000 Power Up Lending - 07/10/18 Note 1/11/2019 (14,950 ) 22,313,433 Power Up Lending - 07/10/18 Note 1/14/2019 (13,610 ) 22,311,475 Power Up Lending - 07/10/18 Note 1/15/2019 (14,280 ) 22,312,500 Crown Bridge Partners - 04/02/18 Note 1/15/2019 (7,550 ) 23,000,000 Power Up Lending - 07/10/18 Note 1/15/2019 (12,940 ) 22,310,345 Auctus Fund LLC - 02/02/18 Note 1/15/2019 (9,415 ) 25,000,000 Power Up Lending - 07/10/18 Note 1/17/2019 (10,935 ) 22,316,327 Power Up Lending - 07/10/18 Note 1/22/2019 (10,260 ) 22,304,348 Power Up Lending - 07/10/18 Note 1/23/2019 (13,670 ) 33,341,463 JSJ Investments - 03/21/18 Note 1/24/2019 (13,930 ) 31,658,523 Power Up Lending - 07/10/18 Note 1/24/2019 (11,670 ) 33,342,857 Auctus Fund LLC - 02/02/18 Note 1/28/2019 (2,316 ) 33,000,000 EMA Financial LLC - 07/23/18 Note 1/28/2019 (6,090 ) 39,370,000 Power Up Lending - 07/10/18 Note 1/28/2019 (7,185 ) 34,844,828 JSJ Investments - 03/21/18 Note 1/29/2019 (10,633 ) 38,663,736 EMA Financial LLC - 07/23/18 Note 1/29/2019 (18,932 ) - Auctus Fund LLC - 02/02/18 Note 2/4/2019 (5,800 ) 39,373,800 JSJ Investments - 03/21/18 Note 2/4/2019 (10,079 ) 45,811,785 One44 Capital LLC - 07/23/18 Note 2/4/2019 (9,600 ) 45,955,682 EMA Financial LLC - 07/23/18 Note 2/7/2019 (6,620 ) 53,000,000 Auctus Fund LLC - 02/02/18 Note 2/8/2019 (5,431 ) 37,070,000 JSJ Investments - 03/21/18 Note 2/8/2019 (11,492 ) 52,237,707 Power Up Lending - 08/06/18 Note 2/20/2019 (10,245 ) 60,264,706 Auctus Fund LLC - 07/17/18 Note 2/21/2019 (1,833 ) 63,000,000 EMA Financial LLC - 07/23/18 Note 2/21/2019 (5,847 ) 63,300,000 Power Up Lending - 08/06/18 Note 2/21/2019 (10,240 ) 60,235,294 Power Up Lending - 08/06/18 Note 2/25/2019 (12,340 ) 72,588,235 JSJ Investments - 03/21/18 Note 2/26/2019 (10,766 ) 65,250,756 Auctus Fund LLC - 07/17/18 Note 2/27/2019 (5,724 ) 79,900,000 Power Up Lending - 08/06/18 Note 2/28/2019 (5,175 ) 55,791,667 EMA Financial LLC - 07/23/18 Note 2/28/2019 (4,793 ) 79,900,000 One44 Capital LLC - 07/23/18 Note 2/28/2019 (8,400 ) 80,924,545 JSJ Investments - 03/21/18 Note 2/28/2019 (8,165 ) 78,534,484 Crown Bridge Partners - 04/02/18 Note 3/4/2019 (5,800 ) 90,000,000 Power Up Lending - 08/30/18 Note 3/4/2019 (8,710 ) 72,583,333 Power Up Lending - 08/30/18 Note 3/5/2019 (8,700 ) 72,500,000 EMA Financial LLC - 07/23/18 Note 3/5/2019 (6,102 ) 98,600,000 Crown Bridge Partners - 04/02/18 Note 3/5/2019 (2,047 ) 89,986,285 One44 Capital LLC - 07/23/18 Note 3/6/2019 (9,000 ) 86,816,909 LG Capital Funding LLC - 07/27/18 Note 3/7/2019 (5,930 ) 124,266,800 JSJ Investments - 06/25/18 Note 3/7/2019 (9,072 ) 104,878,552 Auctus Fund LLC - 07/17/18 Note 3/8/2019 (7,761 ) 124,100,000 Power Up Lending - 08/30/18 Note 3/8/2019 (6,400 ) 106,666,667 One44 Capital LLC - 07/23/18 Note 3/11/2019 (7,600 ) 146,851,273 Crown Bridge Partners - 06/12/18 Note 3/12/2019 (4,855 ) 153,000,000 EMA Financial LLC - 07/23/18 Note 3/12/2019 (4,590 ) 154,000,000 Power Up Lending - 08/30/18 Note 3/12/2019 (5,240 ) 87,333,333 EMA Financial LLC - 07/23/18 Note 3/14/2019 (5,290 ) 174,000,000 One44 Capital LLC - 07/23/18 Note 3/14/2019 (8,400 ) 162,434,909 Crown Bridge Partners - 06/12/18 Note 3/18/2019 (6,150 ) 190,000,000 Power Up Lending - 08/30/18 Note 3/19/2019 (8,630 ) 143,833,333 LG Capital Funding LLC - 07/27/18 Note 3/19/2019 (9,550 ) 200,628,400 JSJ Investments - 06/25/18 Note 3/19/2019 (9,373 ) 187,464,854 Auctus Fund LLC - 07/17/18 Note 3/20/2019 (7,280 ) 200,389,000 Crown Bridge Partners - 06/12/18 Note 3/20/2019 (6,500 ) 200,000,000 EMA Financial LLC - 07/23/18 Note 3/20/2019 (7,142 ) 226,900,000 Power Up Lending - 08/30/18 Note 3/22/2019 (11,450 ) 190,833,333 Power Up Lending - 08/30/18 Note 3/25/2019 (16,060 ) 267,666,667 Crown Bridge Partners - 06/12/18 Note 3/25/2019 (8,530 ) 258,000,000 Crown Bridge Partners - 06/12/18 Note 3/27/2019 (9,755 ) 293,000,000 Power Up Lending - 08/30/18 Note 3/28/2019 (7,810 ) 178,833,333 Auctus Fund LLC - 07/17/18 Note 3/28/2019 (3,125 ) 93,212,950 One44 Capital LLC - 07/23/18 Note 3/28/2019 (15,700 ) 304,693,455 On 2/25/2019, the Company issued 9,722,222 shares of restricted common stock of the Company to Andreas Held for cash in accordance with Rule 144. As of March 31, 2019, there were 6,761,268,673 shares of the Company’s common stock issued and outstanding and as of May 17, 2019, there were 8,846,086,249 shares of the Company’s common stock issued and outstanding. 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: Twenty million (20,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as 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. Twenty-five million (25,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated 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. Fifty million (50,000,000) shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as 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 OIP + AUD Amount of CS VCP OIP Original Issue Price of Class A Series I or Series II Preferred Stock of PHI Group, Inc. 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: Two hundred thousand shares of the authorized 500,000,000 shares of Preferred Stock, with a par value of $0.001 per share, are designated as Class B Series I Preferred Stock. B. Number of Shares: The number of shares of Class B Series I Preferred Stock authorized will be two hundred 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 March 31, 2019, 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: 120,000 shares. AMENDMENTS TO ARTICLES OF INCORPORATION: On October 29, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 3,000,000,000 shares with a par value of $0.001 per share, consisting of 2,800,000,000 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On November 11, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On November 27, 2018, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 5,000,000,000 shares with a par value of $0.001 per share, consisting of 4,800,000,000 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On January 03, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to 7,000,000,000 shares with a par value of $0.001 per share, consisting of 6,900,000,000 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On February 19, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to ten billion shares with a par value of $0.001 per share, consisting of 9.8 billion 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On February 27, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to fifteen billion shares with a par value of $0.001 per share, consisting of 14.8 billion 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 shares of Preferred Stock will be determined by the Board of Directors of the Corporation. On March 29, 2019, a Certificate of Amendment to Articles of Incorporation of PHI Group, Inc. was filed with the Nevada Secretary of State to amend Article V of the Articles of Incorporation to change the authorized capital stock of the Corporation to thirty-one billion shares with a par value of $0.001 per share, consisting of 30.5 billion shares of voting Common Stock with a par value of $0.001 per share and 500,000,000 shares of Preferred Stock with a par value of $0.001 per share. The rights and terms associated with the shares of Preferred Stock will be determined by the Board of Directors of the Corporation. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 9 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [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 March 31, 2018 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 | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16 RELATED PARTY TRANSACTIONS The Company accrued $52,000 in salaries for the President and the Secretary & Treasurer of the Company during the quarters ended March 31, 2019 and March 31, 2018. During the quarter ended December 31, 2018, the Company received $200,000 from Tam Bui, a director of the Company, as a short-term loan to be paid on demand. |
Contracts and Commitments
Contracts and Commitments | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contracts and Commitments | NOTE 17 CONTRACTS AND COMMITMENTS 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 agreed to initially 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 7,936,600 shares of its Common Stock for issuance in connection with the first tranche of the Equity Line Facility. The S-1 Registration Statement, as amended, was declared effective by the Securities and Exchange Commission on January 11, 2018. The Company has not accessed the Equity Line Facility and intends to do so only when the Company’s stock prices reach levels that its management deems appropriate. BUSINESS CONSULANCY AND STRUCTURING AGENCY AGREEMENT TO SET UP INSTITUTIONAL BANK FUNDS IN LUXEMBOURG On November 30, 2017, the Company signed an agreement with a structuring agent and legal experts to set up a bank fund in Luxembourg in order to provide financing for the Company’s and its clients’ projects. The Reserved Alternative Investment Fund (RAIF) can be established under the form of common funds (“FCP”), investment companies with variable capital (“SICAV”) or under the form that does not have to have the legal form of a SICAV or an FCP. There will be no restriction in terms of eligible assets. RAIFs are free to introduce any kind of assets and financial instruments in their investment policy. According to the Luxembourg Law of July 12, 2013, RAIFs must entrust their assets to a Luxembourg custodian bank for safekeeping and must appoint an approved statutory auditor. One of the distinctive advantages of RAIF is that it may have various sub-funds, each corresponding to a distinct part of the assets and liabilities of the RAIF. As such, sub-funds can be established under a RAIF umbrella to target different investment opportunities in a variety of industries as desired. On February 21, 2018, the Company signed an amendment to the Business Consultancy and Structuring Agency Agreement to be solely responsible for all the costs of Euros 3,500,000 associated with establishing the RAIF. On October 4, 2018, a Payment Agreement was signed by the structuring agent and the Company calling for an additional Euros 1,500,000 to be paid to the structuring agent by November 15, 2018. As of the date of this report, the Company has not fully met its contractual obligations with the Structuring Agency, but expects to resolve this matter as soon as possible. On December 03, 2018, the Company successfully established PHI Luxembourg Development S.A. as the mother holding company in Luxembourg for PHILUX Global Funds and a number of sub-funds under the same umbrella. PHI Luxembourg Development S.A. is in the process of activating four initial sub-funds for investments in green energy, sustainable agriculture, real estate and a diamond exchange in Asia. AGREEMENT BETWEEN AMERICAN PACIFIC RESOURCES, INC. AND GILDEXSHOP On February 28, 2018, American Pacific Resources, Inc. (“APRI”), a subsidiary of the Company, signed a Business Cooperation with GildexShop Pte Ltd. (“GLDX”), a company to be established in Singapore. According to the agreement, APRI and GLDX will primarily cooperate with each other to accomplish the following objectives: 1. Capitalization of APRI: GLDX will issue and circulate a certain amount of cryptocurrency tokens using blockchain technology in order to raise capital for APRI to implement its business plan. 2.Using APRI’s assets as guarantee for GLDX ICO’s: APRI agrees to guarantee the value of the GLDX ICO tokens pursuant to the following terms and conditions: a. In the event the trading prices of GLDX ICO tokens fall below their original purchase prices anytime after GLDX tokens are listed on a reputable cryptocurrency exchange, APRI agrees to guarantee the value of all such GLDX ICO tokens that are purchased by investors by allowing the token holders to exchange the original purchase prices of such ICO tokens for gold from APRI at 50% discount to the Market Price (as defined herein) of gold at the time of exchange. Market Price shall mean the 10-day average closing spot price of gold on the London Metal Exchange (LME) immediately prior to the date of the request for exchange by the ICO token holders. b. Holders of GLDX ICO tokens may select one of the following options for the receipt of the APRI gold guarantee: (i). Receipt of physical gold bar(s) from APRI or its affiliate(s). (ii). Receipt of Ethereum or alternatively acceptable crytocurrencies equivalent to the value of the original ICO purchase prices. (iii) Receipt of cash through wire transfer to token-holder’s bank account after sale of the guarantee gold position(s). 3. GLDX shall be responsible for providing the required capital for APRI to set up the processing facilities to recover gold and other precious metals from its Gold Assets. The amounts of capital to be provided to APRI by GLDX will be done in tranches and based on a schedule of funding and use of proceeds to be determined and agreed upon by both APRI and GLDX. 4. APRI covenants and warrants that it shall sell refined gold and other products of precious metals from its Gold Assets to GLDX at 50% discount to Market Price as defined above until GLDX has recovered at least twice the amount(s) of its capital investment in APRI or the end of the five-year term of this Agreement, whichever occurs later. 5. Compliance with Various Jurisdictions and the Requirements of the U.S. Securities and Exchange Commission: GLDX shall strictly comply with the requirements of the appropriate jurisdictions with respect to the offerings of its GLDX ICO tokens and shall not offer any of such tokens to U.S. investors unless and until it has met all the requirements of the U.S. Securities and Exchange Commission in connection with the offering and sale of the tokens. As of the date of this report, APRI has not received any capital contribution from GLDX. AGREEMENT WITH PHUONG HOANG INVESTMENT AND DEVELOPMENT LLC TO GROW SACHA INCHI IN THUA THIEN HUE PROVINCE, VIETNAM In March 2018, the Company signed a Business Cooperation Agreement with Phuong Hoang Investment and Development LLC, a company registered in Ha Tinh Province, Vietnam, to grow a total of 2,000 hectares (approximately 4,940 acres) of sacha inchi in the province of Thua Thien Hue for export to the U.S. and European markets. Originally from the Amazon rainforest and the high Andes Mountains of Peru, sacha inchi has been part of the Inca diet for 3,000 years. The sacha inchi plant, plukenetia volubilis, a rainforest vine, with star-shaped seed pods, is currently cultivated primarily in parts of Southeast Asia and South America. Sacha inchi has been recognized for a number of health benefits such as complete protein, weight loss, heart health, bone health, and skin and hair health. According to the agreement, the Company will be responsible for providing the required capital for this project and will own 75% equity interest in the joint venture company. AGREEMENT WITH CLIENT-PARTNER FOR PARTICIPATION IN LUXEMBOURG RESERVED ALTERNATIVE INVESTMENT FUND On March 27, 2018, Thanh Vu, an individual, (“TV”) signed an agreement with the Company to participate in a Luxembourg Reserved Alternative Investment Fund (“RAIF”). According to the agreement, TV will pay the Company $2,000,000 in fees to participate in the RAIF, of which $500,000 is due upon the signing and $1,500,000 to be paid fifteen days after the signing of the agreement. The Company recorded $2,000,000 as Contract Assets, of which $1,212,159 was recognized as revenue during the fiscal year ended June 30, 2018, thus leaving $697,841 as the remaining Contract Assets, offset by $697,841 as Contract Liabilities as of December 31, 2018. TV shall be entitled to all the benefits in connection with the RAIF, including but not limited to voting rights, profit sharing, cash and securities dividends, as well as other benefits related to ownership in the fund. JOINT BUSINESS COOPERATION AGREEMENT WITH INDONESIAN AND GERMAN COMPANIES On April 5, 2018, the Company signed a Joint Business Cooperation Agreement with PT Mega Kencana Persada, an Indonesian company with principal address at No 2, Jln Kepodang Raya K9, Jakarta Selatan 15412, Indonesia, (hereinafter referred to as “MKP”), and Smartway GmbH, a company organized and existing under the laws of Federal Republic of Germany, with principal address at Liszstr. 17, D-53115, Bonn, Germany (hereinafter referred to as “SMW” to primarily cooperate with one other to develop certain joint business opportunities, particularly research and development in the Indonesian maritime commuter segment, including application of SMW’s logistical technology for optimized inter-provincial ferry operations and digital online payment system for maritime passengers. Moreover, the parties may from time to time cooperate with each other and jointly engage in other business activities that deem mutually desirable and beneficial to all parties. The Parties agree that: a) MKP shall be responsible for conducting all research and development, field survey, data collection and capturing business opportunities and securing local government licensing requirements. b) SMW shall provide or cause to be provided system technologies to support market segments submitted by MKP with respect to the Indonesian maritime transportation, land transportation, and online payment for Indonesian overseas travel. c) PHI shall provide assistance with respect to financing, capitalization, investor and public relations, business development, going public, corporate governance, growth and expansion strategy and other pertinent corporate activities that deem beneficial to the scope of business cooperation mentioned herein. d) MKP, PHI and SMW agree to form a Singaporean company as the holding company (“HoldCo”) for the contemplated business activities mentioned herein. e) The roles, responsibilities and benefits of each party in connection with the scope of business mentioned herein will be determined by HoldCo. As of the date of this report, the parties herein have not implemented this program. BUSINESS COOPERATION AGREEMENT WITH FINTECH GREEN INVESTMENT JSC On May 21, 2018, the Company signed a Business Cooperation Agreement with Fintech Green Investment JSC to cooperate with other with respect to the following areas: a) PHI will discuss and negotiate with FGI to consider an acquisition of a majority equity interest in FGI and/or exchange of ownership between TNB and PHI by way of stock swap to form a strategic alliance between the two companies; b) PHI will invest or cause to be invested in FGI and assist FGI to access funding sources to implement FGI’s business plan; c) PHI will assist FGI to become a publicly traded company in the United States Stock Market and other international exchanges as deems appropriate to enable FGI to access international capital markets to further its development and growth; d) PHI will cooperate with FGI to set up additional cryptocurrency mining facilities in selective geographical areas and assist FGI to promote and advertise its business on a global basis; e) PHI and FGI may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties. As of the date of this report, the parties herein have not implemented this program. BUSINESS COOPERATION AGREEMENT WITH REGENT BLOCKHAIN GROUP, LTD. On July 22, 2018, the Company signed a Business Cooperation Agreement http://ceza.gov.ph/ 1. PHI and RBG will form a joint venture company (the “JV”) to be located in the Cagayan Economic Zone, Lai-lo Municipality, Cagayan, Philippines, for the purposes of developing and operating an offshore financial center and blockchain businesses including but not limited to Apps, ICO’s and cryptocurrency exchanges. 2. PHI initially will invest or cause to be invested $4,000,000 for a fifty-one percent ownership and management rights of the JV and will assist the JV to access funding sources to implement its business plan. This initial investment can be in cash or stock of PHI, to be determined by both parties prior to the closing of the Definitive Agreement as mentioned in Article II below. 3. RBG will contribute the required license(s) from the Filipino government, particularly Cagayan Economic Zone Authority, towards the JV for the operations of the offshore financial center and blockchain businesses. 4. PHI will, at the appropriate time, spin off the JV company as a new public company in the United States Stock Market and other international exchanges as deems desirable to enable it to access international capital markets to further its development and growth. The capital structure of the JV prior to the spinoff will be determined by both parties and further detailed in the Definitive Agreement. 5. PHI and RBG may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties. As of the date of this report, the parties herein have not implemented this program. BUSINESS COOPERATION AGREEMENT WITH BAO LAM LLC TO GROW SACHA INCHI IN VIETNAM CENTRAL HIGHLANDS On July 2, 2018, the Company signed Business Cooperation Agreement Bao Lam LLC, a company registered in Dak Lak Province, Vietnam, to grow a total of 1,000 hectares (approximately 2,470 areas) of sacha inchi in the province of Dak Lak and Dak Nong Province, Vietnam for export to the U.S. and European markets. According to the agreement, the Company will be responsible for providing the required capital for this project and will own 75% equity interest in the joint venture company. ACQUISITION OF 51% EQUITY INTEREST IN VINAFILMS JOINT STOCK COMPANY On August 06, 2018, signed a Business Cooperation Agreement with Vinafilms JSC (Công ty Cổ phần Màng Bao Bì Tân Vinh Nam Phát), a Vietnamese joint stock company, with principal business address at Lot G9, Road No. 9, Tan Do Industrial Zone, Duc Hoa Ha Village, Duc Hoa District, Long An Province, Vietnam, hereinafter referred to as “VNF” and its majority shareholder, to exchange fifty-one percent ownership in VNF for Preferred Stock of PHI. According to the Agreement, PHI will be responsible for filing a S-1 Registration Statement with the Securities and Exchange Commission for American Pacific Plastics, Inc., a subsidiary of PHI that holds the 51% equity ownership in VNF, to become a fully-reporting public company in the U.S. Stock Market. On September 20, 2018, a Stock Swap Agreement was signed by and between Ms. Do Thi Nghieu, the majority shareholder holding 76% of ownership in VNF, and PHI to exchange 3,060,000 shares of ordinary stock of VNF owned by Ms. Do Thi Nghieu for 50 million shares of Class A Series III Cumulative, Convertible, Redeemable Preferred Stock of PHI. This transaction was closed on September 28, 2018. The Company expects to consolidate VNF’s operating results with PHI’s after the completion of financial audits of VNF according to the U.S. Generally Accepted Accounting Principals by a PCAOB-registered auditing firm. As of the date of this report, the financial audits of VNF have not been completed. The Company plans to consolidate VNF’s operating results with its own for the fiscal year ending June 30, 2019. AGREEMENTS WITH SAIGON PHO PALACE JSC On October 16, 2018, the Company signed a Business Cooperation Agreement with Saigon Pho Palace Joint Stock Company (“SGP”), a Vietnamese company, and its majority shareholder to acquire a 51% ownership in SGP in exchange for Preferred Stock of PHI Group, Inc. or a promissory note that may be convertible into shares of a subsidiary of the Company. On October 22, 2018, a Stock Swap Agreement was signed among the Company, SGP and Le Minh Quy, its majority shareholder and Chairman, to exchange 15,300,000 shares of Common Stock of SGP held by him for shares of Preferred Stock or a Convertible Promissory Note of the Company. The amount of Preferred Stock or the value of the Convertible Promissory Note will be determined and agreed upon by the parties following the results of a valuation of SGP by an independent business valuation firm. On November 5, 2018, the Company formed a special purpose vehicle “American Saigon Palace Group,” a Wyoming corporation, as the holding company for the 51% ownership in SGP. The Company expects to be able to report consolidated operating results from SGP after the closing of the Stock Swap Agreement, and, subject to meeting all necessary compliance requirements, intends to On October 16, 2018, Saigon Pho Palace also signed an agreement for participation in a sub-fund of the Luxembourg Institutional Bank Fund with the Company. According to the agreement, SGP will contribute $2,000,000 as a founding partner in a sub-fund and will have the priority to use capital from this sub-fund for priority investment projects. The Company has recorded $2,000,000 as Contract Assets, of which $200,000 was recognized as revenue during the quarter ended December 31, 2018 and $150,000 was recognized as revenue during the quarter ended March 31, 2019 thus leaving $1,650,000 as the remaining Contract Assets, offset by $1,650,000 as Contract Liabilities as of March 31, 2019. On December 01, 2018, PHI Capital Holdings, Inc., a wholly-owned subsidiary of PHI Group, Inc., signed a consulting service agreement with DIO Group Joint Stock Company to provide consulting services on a non-exclusive basis to take DIO Group public on the U.S. Nasdaq Stock Market and assist DIO Group in its capitalization plan. DIO Group has agreed to set aside a budget of $4,000,000 and allocate fifteen percent of the new public company’s stock for PHI Capital Holdings, Inc. and its service providers in connection with this agreement. The consulting service agreement was amended on March 8, 2019 to include an extension the payment of the consulting service fees. As of the date of this report, DIO Group has not made any payment to the Company according to the agreement. On February 13, 2019, European Plastic Joint Stock Company, a Vietnamese company, signed an agreement with PHI Group, Inc. to participate in an energy sub-fund of PHILUX Global Funds, a master Luxembourg bank fund scheduled to be activated in the first calendar quarter of 2019. According to the agreement, European Plastic Co. will contribute $2,000,000 as a general partner in the energy sub-fund and hold 49.50% of the general partner shares in this subfund. European Plastic Co. is the developer of two solar energy projects in Phu Yen Province, Vietnam. On March 5, 2019, both parties agreed to amend the total amount to be paid by European Plastic Company to be $1,800,000 for its agreement to expedite the second installment payment towards the contract. As of March 31, 2019, the Company has received a total of $800,000 from European Plastic Company towards the total contract amount. On March 4, 2019, PHI Luxembourg Development S.A., a wholly-owned subsidiary of the Company, signed a Memorandum of Agreement with Building and Construction Material One-Member Limited Liability Company No. 27 (“COMA27”), a company belonging to the Ministry of Construction of Vietnam, for COMA27 to participate 15% in a Public Private Partnership in connection with the development and establishment of the Asia Diamond Exchange in Vietnam. |
Going Concern Uncertainty
Going Concern Uncertainty | 9 Months Ended |
Mar. 31, 2019 | |
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 $41,554,550 as of March 31, 2019 and total stockholders’ deficit of $2,503,736. For the nine months ended March 31, 2019, the Company incurred a net loss of $1,003,251 as compared to a net loss in the amount of $1,673,680 during the same period ended March 31, 2018. 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 believes the Company will be able to generate sufficient cash to meet its operating needs through June 30, 2019 and beyond. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 19 – SUBSEQUENT EVENT These financial statements were approved by management and available for issuance on May 17, 2019. Subsequent events have been evaluated through this date. As of May 17, 2019, the Company has issued the following amounts of its Common Stock for conversion of notes by certain holders of convertible promissory notes: Date of issuance Name of holder Amount of shares 4/01/2019 Power Up Lending Group Ltd. 337,333,333 4/02/2019 JSJ Investments, Inc. 262,927,251 4/02/2019 Power Up Lending Group Ltd. 237,333,333 4/03/2019 Auctus Fund, LLC. 337,387,300 4/29/2019 Power Up Lending Group Ltd. 84,000,000 4/30/2019 LG Capital Funding, LLC 400,958,800 5/09/2019 JSJ Investments, Inc. 413,210,892 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
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., American Pacific Resources, Inc., American Pacific Plastics, Inc., PHI Luxembourg Development S.A., and its previously discontinued operations, 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, 2018. 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 and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2019. |
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 March 31, 2019, the marketable securities were recorded at $873,498, 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 March 31, 2019, the Company had accounts receivable in the amount of $432,000. |
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 Standards | REVENUE RECOGNITION STANDARDS ASC 606-10 provides the following overview of how revenue is recognized from an entity’s contracts with customers: An entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer). For performance obligations satisfied over time, an entity recognizes revenue over time by selecting an appropriate method for measuring the entity’s progress toward complete satisfaction of that performance obligation. (Paragraphs 606-10 25-23 through 25-30). In addition, ASC 606-10 contains guidance on the disclosures related to revenue, and notes the following: It also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. Specifically, Section 606-10-50 requires an entity to provide information about: - Revenue recognized from contracts with customers, including disaggregation of revenue into appropriate categories. - Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities. - Performance obligations, including when the entity typically satisfies its performance obligations and the transaction prices is that is allocated to the remaining performance obligations in a contract. - Significant judgments, and changes in judgments, made in applying the requirements to those contracts. Additionally, Section 340-40-50 requires an entity to provide quantitative and/or qualitative information about assets recognized from the costs to obtain or fulfill a contract with a customer. The Company’s revenue recognition policies are in compliance with ASC 606-10. The Company recognizes consulting and advisory fee revenues in accordance with the above-mentioned guidelines and expenses are recognized in the period in which the corresponding liability is incurred. |
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. 2018-13 – August 2018 Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Modifications: The following disclosure requirements were modified in Topic 820: 1. In lieu of a roll-forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions: The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities: 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Update No. 2018-07 – June 2018 Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting Main Provisions: The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Update No. 2017-13 - September 2017 Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606) FASB Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), issued in May 2014 and codified in ASC Topic 606, Revenue from Contracts with Customers, and No. 2016-02. The transition provisions in ASC Topic 606 require that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting 3 periods beginning after December 15, 2017, including interim reporting periods within that reporting period. FN2 All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Update No. 2016-10 - April 2016 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: 1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. 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 implementation of these pronouncements would not have a material impact on the financial statements taken as a whole. |
Marketable Equity Securities _2
Marketable Equity Securities Available for Sale (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fair Value of Investments Marketable Equity Securities | The fair value of the shares recorded as of March 31, 2019 was $873,498. Securities available for sale Level 1 Level 2 Level 3 Total March 31, 2019 None $ 581,448 $ 292,050 $ 873,498 June 30, 2018 None $ 253,538 $ 846,945 $ 1,100,483 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | 03/31/2019 6/30/2018 Investments $ 26,316,419 $ 25,005,000 Contract Assets $ 3,347,841 $ 697,841 Total Other Assets $ 29,664,260 $ 25,702,841 |
Current Liabilities (Tables)
Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Current Liabilities | Current liabilities of the Company consisted of the followings as of March 31, 2019 and June 30, 2018: March 31, 2019 June 30, 2018 Accounts Payable 122,063 116,063 Accrued Expenses 523,109 392,205 Short-term Notes Payable - Net 1,343,358 1,336,552 Due to Officers 426,417 233,577 Derivative Liabilities – Net 604,743 783,814 Contract Liabilities 3,347,841 697,841 Other Current Payable 92,781 92,781 Total Current Liabilities: $ 6,393,482 $ 3,607,834 |
Long-Term Liabilities (Tables)
Long-Term Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Liabilities | Long-term liabilities of the Company consisted of the followings as of March 31, 2019 and June 30, 2018: March 31, 2019 June 30, 2018 Demand promissory note – American Pacific Resources, Inc. 24,048,500 24,048,500 Accrued Expenses 1,181,731 1,063,481 Accrued Interest 2,111,212 2,005,815 Advances from Customers 288,219 288,219 Liabilities from Discontinued Operations (including 1,255,037 1,255,037 Preferred Stock Liabilities) Total Long-term Liabilities: $ 28,884,700 $ 28,661,052 |
Due to Officers (Tables)
Due to Officers (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Components of Due to Officers | Officers/Directors March 31, 2019 June 30, 2018 Henry Fahman 125,567 $ 157,727 Tam Bui 288,350 $ 63,350 Lawrence Olson 12,500 12,500 Total $ 426,417 $ 233,577 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Conversion of Convertible Promissory Notes into Common Stock | Conversions into Common Stock Note Holders Conversion Date Amounts Converted Shares Issued Auctus Fund LLC - 02/02/18 Note 1/8/2019 (8,117 ) 20,000,000 JSJ Investments - 03/21/18 Note 1/9/2019 (13,686 ) 19,140,669 Crown Bridge Partners - 04/02/18 Note 1/9/2019 (8,095 ) 22,324,000 Power Up Lending - 07/10/18 Note 1/11/2019 (14,950 ) 22,313,433 Power Up Lending - 07/10/18 Note 1/14/2019 (13,610 ) 22,311,475 Power Up Lending - 07/10/18 Note 1/15/2019 (14,280 ) 22,312,500 Crown Bridge Partners - 04/02/18 Note 1/15/2019 (7,550 ) 23,000,000 Power Up Lending - 07/10/18 Note 1/15/2019 (12,940 ) 22,310,345 Auctus Fund LLC - 02/02/18 Note 1/15/2019 (9,415 ) 25,000,000 Power Up Lending - 07/10/18 Note 1/17/2019 (10,935 ) 22,316,327 Power Up Lending - 07/10/18 Note 1/22/2019 (10,260 ) 22,304,348 Power Up Lending - 07/10/18 Note 1/23/2019 (13,670 ) 33,341,463 JSJ Investments - 03/21/18 Note 1/24/2019 (13,930 ) 31,658,523 Power Up Lending - 07/10/18 Note 1/24/2019 (11,670 ) 33,342,857 Auctus Fund LLC - 02/02/18 Note 1/28/2019 (2,316 ) 33,000,000 EMA Financial LLC - 07/23/18 Note 1/28/2019 (6,090 ) 39,370,000 Power Up Lending - 07/10/18 Note 1/28/2019 (7,185 ) 34,844,828 JSJ Investments - 03/21/18 Note 1/29/2019 (10,633 ) 38,663,736 EMA Financial LLC - 07/23/18 Note 1/29/2019 (18,932 ) - Auctus Fund LLC - 02/02/18 Note 2/4/2019 (5,800 ) 39,373,800 JSJ Investments - 03/21/18 Note 2/4/2019 (10,079 ) 45,811,785 One44 Capital LLC - 07/23/18 Note 2/4/2019 (9,600 ) 45,955,682 EMA Financial LLC - 07/23/18 Note 2/7/2019 (6,620 ) 53,000,000 Auctus Fund LLC - 02/02/18 Note 2/8/2019 (5,431 ) 37,070,000 JSJ Investments - 03/21/18 Note 2/8/2019 (11,492 ) 52,237,707 Power Up Lending - 08/06/18 Note 2/20/2019 (10,245 ) 60,264,706 Auctus Fund LLC - 07/17/18 Note 2/21/2019 (1,833 ) 63,000,000 EMA Financial LLC - 07/23/18 Note 2/21/2019 (5,847 ) 63,300,000 Power Up Lending - 08/06/18 Note 2/21/2019 (10,240 ) 60,235,294 Power Up Lending - 08/06/18 Note 2/25/2019 (12,340 ) 72,588,235 JSJ Investments - 03/21/18 Note 2/26/2019 (10,766 ) 65,250,756 Auctus Fund LLC - 07/17/18 Note 2/27/2019 (5,724 ) 79,900,000 Power Up Lending - 08/06/18 Note 2/28/2019 (5,175 ) 55,791,667 EMA Financial LLC - 07/23/18 Note 2/28/2019 (4,793 ) 79,900,000 One44 Capital LLC - 07/23/18 Note 2/28/2019 (8,400 ) 80,924,545 JSJ Investments - 03/21/18 Note 2/28/2019 (8,165 ) 78,534,484 Crown Bridge Partners - 04/02/18 Note 3/4/2019 (5,800 ) 90,000,000 Power Up Lending - 08/30/18 Note 3/4/2019 (8,710 ) 72,583,333 Power Up Lending - 08/30/18 Note 3/5/2019 (8,700 ) 72,500,000 EMA Financial LLC - 07/23/18 Note 3/5/2019 (6,102 ) 98,600,000 Crown Bridge Partners - 04/02/18 Note 3/5/2019 (2,047 ) 89,986,285 One44 Capital LLC - 07/23/18 Note 3/6/2019 (9,000 ) 86,816,909 LG Capital Funding LLC - 07/27/18 Note 3/7/2019 (5,930 ) 124,266,800 JSJ Investments - 06/25/18 Note 3/7/2019 (9,072 ) 104,878,552 Auctus Fund LLC - 07/17/18 Note 3/8/2019 (7,761 ) 124,100,000 Power Up Lending - 08/30/18 Note 3/8/2019 (6,400 ) 106,666,667 One44 Capital LLC - 07/23/18 Note 3/11/2019 (7,600 ) 146,851,273 Crown Bridge Partners - 06/12/18 Note 3/12/2019 (4,855 ) 153,000,000 EMA Financial LLC - 07/23/18 Note 3/12/2019 (4,590 ) 154,000,000 Power Up Lending - 08/30/18 Note 3/12/2019 (5,240 ) 87,333,333 EMA Financial LLC - 07/23/18 Note 3/14/2019 (5,290 ) 174,000,000 One44 Capital LLC - 07/23/18 Note 3/14/2019 (8,400 ) 162,434,909 Crown Bridge Partners - 06/12/18 Note 3/18/2019 (6,150 ) 190,000,000 Power Up Lending - 08/30/18 Note 3/19/2019 (8,630 ) 143,833,333 LG Capital Funding LLC - 07/27/18 Note 3/19/2019 (9,550 ) 200,628,400 JSJ Investments - 06/25/18 Note 3/19/2019 (9,373 ) 187,464,854 Auctus Fund LLC - 07/17/18 Note 3/20/2019 (7,280 ) 200,389,000 Crown Bridge Partners - 06/12/18 Note 3/20/2019 (6,500 ) 200,000,000 EMA Financial LLC - 07/23/18 Note 3/20/2019 (7,142 ) 226,900,000 Power Up Lending - 08/30/18 Note 3/22/2019 (11,450 ) 190,833,333 Power Up Lending - 08/30/18 Note 3/25/2019 (16,060 ) 267,666,667 Crown Bridge Partners - 06/12/18 Note 3/25/2019 (8,530 ) 258,000,000 Crown Bridge Partners - 06/12/18 Note 3/27/2019 (9,755 ) 293,000,000 Power Up Lending - 08/30/18 Note 3/28/2019 (7,810 ) 178,833,333 Auctus Fund LLC - 07/17/18 Note 3/28/2019 (3,125 ) 93,212,950 One44 Capital LLC - 07/23/18 Note 3/28/2019 (15,700 ) 304,693,455 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Stock Option Assumptions | 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. |
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 |
Subsequent Event (Tables)
Subsequent Event (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Conversion of Notes to Common Stock | As of May 17, 2019, the Company has issued the following amounts of its Common Stock for conversion of notes by certain holders of convertible promissory notes: Date of issuance Name of holder Amount of shares 4/01/2019 Power Up Lending Group Ltd. 337,333,333 4/02/2019 JSJ Investments, Inc. 262,927,251 4/02/2019 Power Up Lending Group Ltd. 237,333,333 4/03/2019 Auctus Fund, LLC. 337,387,300 4/29/2019 Power Up Lending Group Ltd. 84,000,000 4/30/2019 LG Capital Funding, LLC 400,958,800 5/09/2019 JSJ Investments, Inc. 413,210,892 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Maximum percentage of outstanding common stock and stock equivalents of investee | 20.00% | |
Marketable securities | $ 873,498 | $ 1,100,483 |
Accounts receivable | $ 432,000 | |
Minimum [Member] | ||
Property and equipment, estimated useful lives of assets | 3 years | |
Maximum [Member] | ||
Property and equipment, estimated useful lives of assets | 5 years |
Marketable Equity Securities _3
Marketable Equity Securities Available for Sale (Details Narrative) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Marketable securities, fair value | $ 873,498 | $ 1,100,483 |
Myson Group, Inc [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 32,900,106 | |
Sports Pouch Beverage Co [Member] | OTC Markets [Member] | ||
Number of marketable securities available for sale | 292,050,000 |
Marketable Equity Securities _4
Marketable Equity Securities Available for Sale - Schedule of Fair value of Investments Marketable Equity Securities (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Marketable securities | $ 873,498 | $ 1,100,483 |
Level 1 [Member] | ||
Marketable securities | ||
Level 2 [Member] | ||
Marketable securities | 581,448 | 253,538 |
Level 3 [Member] | ||
Marketable securities | $ 292,050 | $ 846,945 |
Other Assets (Details Narrative
Other Assets (Details Narrative) | 9 Months Ended | ||||
Mar. 31, 2019USD ($)ashares | Jul. 02, 2018ha | Jun. 30, 2018USD ($)a | Mar. 31, 2018ha | Feb. 21, 2018EUR (€) | |
Investments | $ 26,316,419 | $ 25,005,000 | € 3,500,000 | ||
Percentage of ownership | 51.00% | 51.00% | |||
Area of land | 400 | 1,000 | 400 | 2,000 | |
Contract assets | $ 3,347,841 | $ 697,841 | |||
Total Other Assets | 29,664,260 | 25,702,841 | |||
Aquarius Power Inc [Member] | |||||
Investments | 5,000 | $ 5,000 | |||
Vinafilms JSC [Member] | |||||
Investments | $ 1,311,419 | ||||
Percentage of ownership | 51.00% | ||||
Number of shares acquired | shares | 3,060,000 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Feb. 21, 2018EUR (€) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Investments | $ 26,316,419 | $ 25,005,000 | € 3,500,000 |
Contract Assets | 3,347,841 | 697,841 | |
Total Other Assets | $ 29,664,260 | $ 25,702,841 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Liabilities from discontinued operations | $ 1,255,037 | $ 1,255,037 |
Current Liabilities - Schedule
Current Liabilities - Schedule of Current Liabilities (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 122,063 | $ 116,063 |
Accrued Expenses | 523,109 | 392,205 |
Short-term Notes Payable - Net | 1,343,358 | 1,336,552 |
Due to Officers | 426,417 | 233,577 |
Derivative Liabilities - Net | 637,913 | 738,814 |
Contract Liabilities | 3,347,841 | 697,841 |
Other Current Payable | 92,781 | 92,781 |
Total Current Liabilities: | $ 6,493,482 | $ 3,607,834 |
Long-Term Liabilities (Details
Long-Term Liabilities (Details Narrative) - USD ($) | 1 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2019 | Jun. 30, 2018 | |
Long term liability | $ 215,000 | ||
Accrue imputed interest expenses | 12.00% | ||
Advances from customers | $ 288,219 | $ 288,219 | |
Other current liability | $ 92,781 | ||
Thinh Hung Investment Co [Member] | |||
Repayments of debt | $ 381,000 |
Long-Term Liabilities - Schedul
Long-Term Liabilities - Schedule of Long-Term Liabilities (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Debt Disclosure [Abstract] | ||
Demand promissory note - American Pacific Resources, Inc. | $ 24,048,500 | $ 24,048,500 |
Accrued Expenses | 1,181,731 | 1,063,481 |
Accrued Interest | 2,111,212 | 2,005,815 |
Advances from Customers | 288,219 | 288,219 |
Liabilities from Discontinued Operations (including Preferred Stock Liabilities) | 1,255,037 | 1,255,037 |
Total Long-term Liabilities: | $ 28,884,700 | $ 28,661,052 |
Due to Officers (Details Narrat
Due to Officers (Details Narrative) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Related Party Transactions [Abstract] | ||
Due to Officers/Directors | $ 426,417 | $ 233,577 |
Due to Officers - Components of
Due to Officers - Components of Due to Officers (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Due to Officers/Directors | $ 426,417 | $ 233,577 |
Henry Fahman [Member] | ||
Due to Officers/Directors | 125,567 | 157,727 |
Tam Bui [Member] | ||
Due to Officers/Directors | 288,350 | 63,350 |
Lawrence Olson [Member] | ||
Due to Officers/Directors | $ 12,500 | $ 12,500 |
Loans and Promissory Notes (Det
Loans and Promissory Notes (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Short-term notes payable | $ 1,343,358 | $ 1,336,552 |
Percentage of interest per annum on short-term notes payable | 12.00% | |
Debt conversion of common stock shares issued | 6,304,166,551 | |
Outstanding convertible note | $ 370,048 | |
Debt face value | 595,207 | |
Discount on notes | 225,158 | |
Derivative liabilities - Net | $ 637,913 | $ 738,814 |
Minimum [Member] | ||
Percentage of interest per annum on short-term notes payable | 0.00% | |
Maximum [Member] | ||
Percentage of interest per annum on short-term notes payable | 36.00% | |
Short-term Notes Payable [Member] | ||
Short-term notes payable | $ 973,310 | |
Accrued interest on notes payable | $ 2,214,980 |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | Jul. 09, 2012 | Oct. 31, 2000 | May 31, 2011 | Mar. 31, 2019 | 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) | 12 Months Ended |
Jun. 30, 2014USD ($) | |
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) | Feb. 25, 2019shares | Mar. 31, 2019USD ($)d$ / sharesshares | Mar. 29, 2019$ / sharesshares | Feb. 27, 2019$ / sharesshares | Feb. 19, 2019$ / sharesshares | Jan. 03, 2019$ / sharesshares | Nov. 27, 2018$ / sharesshares | Nov. 11, 2018$ / sharesshares | Oct. 29, 2018$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares |
Number of authorized capital stock | 31,000,000,000 | |||||||||
Number of authorized capital stock, par value | $ / shares | $ 0.001 | |||||||||
Common stock voting, shares authorized | 30,500,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 500,000,000 | |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Treasury stock, shares | 484,767 | 321,569 | ||||||||
Treasury stock, value | $ | $ 44,170 | $ 44,170 | ||||||||
Common stock, shares issued | 6,761,268,673 | 135,893,815 | ||||||||
Common stock, shares outstanding | 6,761,268,673 | 135,893,815 | ||||||||
Debt conversion percentage | 4.99% | |||||||||
Debt description | 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. | |||||||||
Debt trading days | d | 10 | |||||||||
Debt conversion of common stock shares issued | 6,304,166,551 | |||||||||
Common stock, shares authorized | 30,500,000,000 | 31,000,000,000 | 15,000,000,000 | 10,000,000,000 | 7,000,000,000 | 5,000,000,000 | 4,000,000,000 | 3,000,000,000 | 30,500,000,000 | |
American Pacific Plastics, Inc [Member] | ||||||||||
Debt conversion percentage | 80.00% | |||||||||
Debt conversion of common stock shares issued | 50,000,000 | |||||||||
Subsidiary [Member] | ||||||||||
Debt description | 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." | |||||||||
Class A Series I Cumulative Convertible Redeemable Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares designated | 20,000,000 | |||||||||
Percentage of non-compounding cumulative dividends per annum | 10.00% | |||||||||
Class A Series I Cumulative Convertible Redeemable Preferred Stock [Member] | Previously Authorized [Member] | ||||||||||
Preferred stock, shares authorized | 500,000,000 | |||||||||
Class A Series II Cumulative Convertible Redeemable Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 25,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares designated | 25,000,000 | |||||||||
Percentage of non-compounding cumulative dividends per annum | 8.00% | |||||||||
Class A Series II Cumulative Convertible Redeemable Preferred Stock [Member] | Previously Authorized [Member] | ||||||||||
Preferred stock, shares authorized | 500,000,000 | |||||||||
Class A Series III Cumulative Convertible Redeemable Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares designated | 50,000,000 | |||||||||
Percentage of non-compounding cumulative dividends per annum | 8.00% | |||||||||
Class A Series III Cumulative Convertible Redeemable Preferred Stock [Member] | Previously Authorized [Member] | ||||||||||
Preferred stock, shares authorized | 500,000,000 | |||||||||
Class B Series I Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 500,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares issued | 120,000 | |||||||||
Preferred stock, shares outstanding | 120,000 | |||||||||
Class A Series II Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 10,000,000 | |||||||||
Preferred stock, shares outstanding | 10,000,000 | |||||||||
Class A Series III Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 50,000,000 | |||||||||
Preferred stock, shares outstanding | 50,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 30,500,000,000 | 14,800,000,000 | 9,800,000,000 | 6,900,000,000 | 4,800,000,000 | 3,800,000,000 | 2,800,000,000 | |||
May 17, 2019 [Member] | ||||||||||
Common stock, shares issued | 8,846,086,249 | |||||||||
Common stock, shares outstanding | 8,846,086,249 | |||||||||
Andreas [Member] | Restricted Common Stock [Member] | ||||||||||
Number of shares issued | 9,722,222 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Conversion of Convertible Promissory Notes into Common Stock (Details) | 9 Months Ended |
Mar. 31, 2019USD ($)shares | |
Shares Issued | 6,304,166,551 |
Convertible Promissory Notes One [Member] | |
Note Holders | Auctus Fund LLC - 02/02/18 Note |
Conversion Date | Jan. 8, 2019 |
Amounts Converted | $ | $ (8,117) |
Shares Issued | 20,000,000 |
Convertible Promissory Notes Two [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Jan. 9, 2019 |
Amounts Converted | $ | $ (13,686) |
Shares Issued | 19,140,669 |
Convertible Promissory Notes Three [Member] | |
Note Holders | Crown Bridge Partners - 04/02/18 Note |
Conversion Date | Jan. 9, 2019 |
Amounts Converted | $ | $ (8,095) |
Shares Issued | 22,324,000 |
Convertible Promissory Notes Four [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 11, 2019 |
Amounts Converted | $ | $ (14,950) |
Shares Issued | 22,313,433 |
Convertible Promissory Notes Five [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 14, 2019 |
Amounts Converted | $ | $ (13,610) |
Shares Issued | 22,311,475 |
Convertible Promissory Notes Six [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 15, 2019 |
Amounts Converted | $ | $ (14,280) |
Shares Issued | 22,312,500 |
Convertible Promissory Notes Seven [Member] | |
Note Holders | Crown Bridge Partners - 04/02/18 Note |
Conversion Date | Jan. 15, 2019 |
Amounts Converted | $ | $ (7,550) |
Shares Issued | 23,000,000 |
Convertible Promissory Notes Eight [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 15, 2019 |
Amounts Converted | $ | $ (12,940) |
Shares Issued | 22,310,345 |
Convertible Promissory Notes Nine [Member] | |
Note Holders | Auctus Fund LLC - 02/02/18 Note |
Conversion Date | Jan. 15, 2019 |
Amounts Converted | $ | $ (9,415) |
Shares Issued | 25,000,000 |
Convertible Promissory Notes Ten [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 17, 2019 |
Amounts Converted | $ | $ (10,935) |
Shares Issued | 22,316,327 |
Convertible Promissory Notes Eleven [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 22, 2019 |
Amounts Converted | $ | $ (10,260) |
Shares Issued | 22,304,348 |
Convertible Promissory Notes Twelve [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 23, 2019 |
Amounts Converted | $ | $ (13,670) |
Shares Issued | 33,341,463 |
Convertible Promissory Notes Thirteen [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Jan. 24, 2019 |
Amounts Converted | $ | $ (13,930) |
Shares Issued | 31,658,523 |
Convertible Promissory Notes Fourteen [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 24, 2019 |
Amounts Converted | $ | $ (11,670) |
Shares Issued | 33,342,857 |
Convertible Promissory Notes Fifteen [Member] | |
Note Holders | Auctus Fund LLC - 02/02/18 Note |
Conversion Date | Jan. 28, 2019 |
Amounts Converted | $ | $ (2,316) |
Shares Issued | 33,000,000 |
Convertible Promissory Notes Sixteen [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Jan. 28, 2019 |
Amounts Converted | $ | $ (6,090) |
Shares Issued | 39,370,000 |
Convertible Promissory Notes Seventeen [Member] | |
Note Holders | Power Up Lending - 07/10/18 Note |
Conversion Date | Jan. 28, 2019 |
Amounts Converted | $ | $ (7,185) |
Shares Issued | 34,844,828 |
Convertible Promissory Notes Eighteen [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Jan. 29, 2019 |
Amounts Converted | $ | $ (10,633) |
Shares Issued | 38,663,736 |
Convertible Promissory Notes Nineteen [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Jan. 29, 2019 |
Amounts Converted | $ | $ (18,932) |
Shares Issued | |
Convertible Promissory Notes Twenty [Member] | |
Note Holders | Auctus Fund LLC - 02/02/18 Note |
Conversion Date | Feb. 4, 2019 |
Amounts Converted | $ | $ (5,800) |
Shares Issued | 39,373,800 |
Convertible Promissory Notes Twenty One [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Feb. 4, 2019 |
Amounts Converted | $ | $ (10,079) |
Shares Issued | 45,811,785 |
Convertible Promissory Notes Twenty Two [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Feb. 4, 2019 |
Amounts Converted | $ | $ (9,600) |
Shares Issued | 45,955,682 |
Convertible Promissory Notes Twenty Three [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Feb. 7, 2019 |
Amounts Converted | $ | $ (6,620) |
Shares Issued | 53,000,000 |
Convertible Promissory Notes Twenty Four [Member] | |
Note Holders | Auctus Fund LLC - 02/02/18 Note |
Conversion Date | Feb. 8, 2019 |
Amounts Converted | $ | $ (5,431) |
Shares Issued | 37,070,000 |
Convertible Promissory Notes Twenty Five [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Feb. 8, 2019 |
Amounts Converted | $ | $ (11,492) |
Shares Issued | 52,237,707 |
Convertible Promissory Notes Twenty Six [Member] | |
Note Holders | Power Up Lending - 08/06/18 Note |
Conversion Date | Feb. 20, 2019 |
Amounts Converted | $ | $ (10,245) |
Shares Issued | 60,264,706 |
Convertible Promissory Notes Twenty Seven [Member] | |
Note Holders | Auctus Fund LLC - 07/17/18 Note |
Conversion Date | Feb. 21, 2019 |
Amounts Converted | $ | $ (1,833) |
Shares Issued | 63,000,000 |
Convertible Promissory Notes Twenty Eight [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Feb. 21, 2019 |
Amounts Converted | $ | $ (5,847) |
Shares Issued | 63,300,000 |
Convertible Promissory Notes Twenty Nine [Member] | |
Note Holders | Power Up Lending - 08/06/18 Note |
Conversion Date | Feb. 21, 2019 |
Amounts Converted | $ | $ (10,240) |
Shares Issued | 60,235,294 |
Convertible Promissory Notes Thirty [Member] | |
Note Holders | Power Up Lending - 08/06/18 Note |
Conversion Date | Feb. 25, 2019 |
Amounts Converted | $ | $ (12,340) |
Shares Issued | 72,588,235 |
Convertible Promissory Notes Thirty One [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Feb. 26, 2019 |
Amounts Converted | $ | $ (10,766) |
Shares Issued | 65,250,756 |
Convertible Promissory Notes Thirty Two [Member] | |
Note Holders | Auctus Fund LLC - 07/17/18 Note |
Conversion Date | Feb. 27, 2019 |
Amounts Converted | $ | $ (5,724) |
Shares Issued | 79,900,000 |
Convertible Promissory Notes Thirty Three [Member] | |
Note Holders | Power Up Lending - 08/06/18 Note |
Conversion Date | Feb. 28, 2019 |
Amounts Converted | $ | $ (5,175) |
Shares Issued | 55,791,667 |
Convertible Promissory Notes Thirty Four [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Feb. 28, 2019 |
Amounts Converted | $ | $ (4,793) |
Shares Issued | 79,900,000 |
Convertible Promissory Notes Thirty Five [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Feb. 28, 2019 |
Amounts Converted | $ | $ (8,400) |
Shares Issued | 80,924,545 |
Convertible Promissory Notes Thirty Six [Member] | |
Note Holders | JSJ Investments - 03/21/18 Note |
Conversion Date | Feb. 28, 2019 |
Amounts Converted | $ | $ (8,165) |
Shares Issued | 78,534,484 |
Convertible Promissory Notes Thirty Seven [Member] | |
Note Holders | Crown Bridge Partners - 04/02/18 Note |
Conversion Date | Mar. 4, 2019 |
Amounts Converted | $ | $ (5,800) |
Shares Issued | 90,000,000 |
Convertible Promissory Notes Thirty Eight [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 4, 2019 |
Amounts Converted | $ | $ (8,710) |
Shares Issued | 72,583,333 |
Convertible Promissory Notes Thirty Nine [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 5, 2019 |
Amounts Converted | $ | $ (8,700) |
Shares Issued | 72,500,000 |
Convertible Promissory Notes Fourty [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Mar. 5, 2019 |
Amounts Converted | $ | $ (6,102) |
Shares Issued | 98,600,000 |
Convertible Promissory Notes Fourty One [Member] | |
Note Holders | Crown Bridge Partners - 04/02/18 Note |
Conversion Date | Mar. 5, 2019 |
Amounts Converted | $ | $ (2,047) |
Shares Issued | 89,986,285 |
Convertible Promissory Notes Fourty Two [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Mar. 6, 2019 |
Amounts Converted | $ | $ (9,000) |
Shares Issued | 86,816,909 |
Convertible Promissory Notes Fourty Three [Member] | |
Note Holders | LG Capital Funding LLC - 07/27/18 Note |
Conversion Date | Mar. 7, 2019 |
Amounts Converted | $ | $ (5,930) |
Shares Issued | 124,266,800 |
Convertible Promissory Notes Fourty Four [Member] | |
Note Holders | JSJ Investments - 06/25/18 Note |
Conversion Date | Mar. 7, 2019 |
Amounts Converted | $ | $ (9,072) |
Shares Issued | 104,878,552 |
Convertible Promissory Notes Fourty Five [Member] | |
Note Holders | Auctus Fund LLC - 07/17/18 Note |
Conversion Date | Mar. 8, 2019 |
Amounts Converted | $ | $ (7,761) |
Shares Issued | 124,100,000 |
Convertible Promissory Notes Fourty Six [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 8, 2019 |
Amounts Converted | $ | $ (6,400) |
Shares Issued | 106,666,667 |
Convertible Promissory Notes Fourty Seven [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Mar. 11, 2019 |
Amounts Converted | $ | $ (7,600) |
Shares Issued | 146,851,273 |
Convertible Promissory Notes Fourty Eight [Member] | |
Note Holders | Crown Bridge Partners - 06/12/18 Note |
Conversion Date | Mar. 12, 2019 |
Amounts Converted | $ | $ (4,855) |
Shares Issued | 153,000,000 |
Convertible Promissory Notes Fourty Nine [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Mar. 12, 2019 |
Amounts Converted | $ | $ (4,590) |
Shares Issued | 154,000,000 |
Convertible Promissory Notes Fifty [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 12, 2019 |
Amounts Converted | $ | $ (5,240) |
Shares Issued | 87,333,333 |
Convertible Promissory Notes Fifty One [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Mar. 14, 2019 |
Amounts Converted | $ | $ (5,290) |
Shares Issued | 174,000,000 |
Convertible Promissory Notes Fifty Two [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Mar. 14, 2019 |
Amounts Converted | $ | $ (8,400) |
Shares Issued | 162,434,909 |
Convertible Promissory Notes Fifty Three [Member] | |
Note Holders | Crown Bridge Partners - 06/12/18 Note |
Conversion Date | Mar. 18, 2019 |
Amounts Converted | $ | $ (6,150) |
Shares Issued | 190,000,000 |
Convertible Promissory Notes Fifty Four [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 19, 2019 |
Amounts Converted | $ | $ (8,630) |
Shares Issued | 143,833,333 |
Convertible Promissory Notes Fifty Five [Member] | |
Note Holders | LG Capital Funding LLC - 07/27/18 Note |
Conversion Date | Mar. 19, 2019 |
Amounts Converted | $ | $ (9,550) |
Shares Issued | 200,628,400 |
Convertible Promissory Notes Fifty Six [Member] | |
Note Holders | JSJ Investments - 06/25/18 Note |
Conversion Date | Mar. 19, 2019 |
Amounts Converted | $ | $ (9,373) |
Shares Issued | 187,464,854 |
Convertible Promissory Notes Fifty Seven [Member] | |
Note Holders | Auctus Fund LLC - 07/17/18 Note |
Conversion Date | Mar. 20, 2019 |
Amounts Converted | $ | $ (7,280) |
Shares Issued | 200,389,000 |
Convertible Promissory Notes Fifty Eight [Member] | |
Note Holders | Crown Bridge Partners - 06/12/18 Note |
Conversion Date | Mar. 20, 2019 |
Amounts Converted | $ | $ (6,500) |
Shares Issued | 200,000,000 |
Convertible Promissory Notes Fifty Nine [Member] | |
Note Holders | EMA Financial LLC - 07/23/18 Note |
Conversion Date | Mar. 20, 2019 |
Amounts Converted | $ | $ (7,142) |
Shares Issued | 226,900,000 |
Convertible Promissory Notes Sixty [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 22, 2019 |
Amounts Converted | $ | $ (11,450) |
Shares Issued | 190,833,333 |
Convertible Promissory Notes Sixty One [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 25, 2019 |
Amounts Converted | $ | $ (16,060) |
Shares Issued | 267,666,667 |
Convertible Promissory Notes Sixty Two [Member] | |
Note Holders | Crown Bridge Partners - 06/12/18 Note |
Conversion Date | Mar. 25, 2019 |
Amounts Converted | $ | $ (8,530) |
Shares Issued | 258,000,000 |
Convertible Promissory Notes Sixty Three [Member] | |
Note Holders | Crown Bridge Partners - 06/12/18 Note |
Conversion Date | Mar. 27, 2019 |
Amounts Converted | $ | $ (9,755) |
Shares Issued | 293,000,000 |
Convertible Promissory Notes Sixty Four [Member] | |
Note Holders | Power Up Lending - 08/30/18 Note |
Conversion Date | Mar. 28, 2019 |
Amounts Converted | $ | $ (7,810) |
Shares Issued | 178,833,333 |
Convertible Promissory Notes Sixty Five [Member] | |
Note Holders | Auctus Fund LLC - 07/17/18 Note |
Conversion Date | Mar. 28, 2019 |
Amounts Converted | $ | $ (3,125) |
Shares Issued | 93,212,950 |
Convertible Promissory Notes Sixty Six [Member] | |
Note Holders | One44 Capital LLC - 07/23/18 Note |
Conversion Date | Mar. 28, 2019 |
Amounts Converted | $ | $ (15,700) |
Shares Issued | 304,693,455 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan (Details Narrative) - $ / shares | Sep. 23, 2016 | Mar. 31, 2019 | 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 Assumptions (Details) | 9 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.18% |
Expected life | 7 years |
Expected volatility | 239.30% |
Vesting description | Vesting is based on a one-year cliff from grant date. |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan - Schedule of Fair Value of Stock Option Issuance Date (Details) | 9 Months Ended |
Mar. 31, 2019USD ($)$ / 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) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
President and Secretary & Treasurer [Member] | |||
Accrued salaries | $ 52,000 | $ 52,000 | |
Tam Bui [Member] | |||
Proceeds from short term debt | $ 200,000 |
Contracts and Commitments (Deta
Contracts and Commitments (Details Narrative) | Mar. 31, 2019USD ($)ashares | Mar. 05, 2019USD ($) | Mar. 04, 2019 | Feb. 13, 2019USD ($) | Nov. 05, 2018 | Oct. 22, 2018shares | Sep. 20, 2018shares | Mar. 27, 2018USD ($) | Feb. 28, 2018 | Mar. 31, 2019USD ($)ashares | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($)adshares | Jun. 30, 2018USD ($)a | Dec. 01, 2018USD ($) | Oct. 16, 2018USD ($) | Oct. 04, 2018USD ($) | Aug. 06, 2018 | Jul. 22, 2018USD ($) | Jul. 02, 2018aha | Mar. 31, 2018aha | Feb. 21, 2018EUR (€) | Aug. 03, 2017shares |
Business acquisition percentage | 94.00% | |||||||||||||||||||||
Consecutive trading days | d | 5 | |||||||||||||||||||||
Common stock beneficially conversion, percentage | 4.99% | |||||||||||||||||||||
Investment | $ 26,316,419 | $ 26,316,419 | $ 26,316,419 | $ 25,005,000 | € 3,500,000 | |||||||||||||||||
Extra amount to be paid to structuring agent | $ 1,500,000 | |||||||||||||||||||||
Area of land | 400 | 400 | 400 | 400 | 1,000 | 2,000 | ||||||||||||||||
Contract assets | $ 3,347,841 | $ 3,347,841 | $ 3,347,841 | $ 697,841 | ||||||||||||||||||
Contract assets offset as contract liabilities | $ 3,347,841 | $ 3,347,841 | $ 3,347,841 | $ 697,841 | ||||||||||||||||||
Percentage of ownership | 51.00% | 51.00% | 51.00% | 51.00% | ||||||||||||||||||
Luxembourg Institutional Bank Fund [Member] | ||||||||||||||||||||||
Contract assets | $ 1,650,000 | $ 1,650,000 | $ 1,650,000 | |||||||||||||||||||
Contract assets recognized as revenue | 150,000 | $ 200,000 | ||||||||||||||||||||
Contract assets offset as contract liabilities | 1,650,000 | 1,650,000 | $ 1,650,000 | |||||||||||||||||||
Thanh Vu [Member] | ||||||||||||||||||||||
Contract assets | 697,841 | $ 2,000,000 | ||||||||||||||||||||
Contract assets recognized as revenue | $ 1,212,159 | |||||||||||||||||||||
Contract assets offset as contract liabilities | $ 697,841 | |||||||||||||||||||||
GildexShop Pte Ltd [Member] | ||||||||||||||||||||||
Original price per share, description | APRI agrees to guarantee the value of all such GLDX ICO tokens that are purchased by investors by allowing the token holders to exchange the original purchase prices of such ICO tokens for gold from APRI at 50% discount to the Market Price (as defined herein) of gold at the time of exchange. | |||||||||||||||||||||
Discount on market price | 50.00% | |||||||||||||||||||||
Agreement term | 5 years | |||||||||||||||||||||
Phuong Hoang Investment and Development LLC [Member] | ||||||||||||||||||||||
Business acquisition percentage | 75.00% | |||||||||||||||||||||
Area of land | a | 4,940 | |||||||||||||||||||||
Vinafilms JSC [Member] | ||||||||||||||||||||||
Investment | $ 1,311,419 | $ 1,311,419 | $ 1,311,419 | |||||||||||||||||||
Percentage of ownership | 51.00% | 51.00% | 51.00% | |||||||||||||||||||
Saigon Pho Palace Joint Stock Company [Member] | Luxembourg Institutional Bank Fund [Member] | ||||||||||||||||||||||
Investment | $ 2,000,000 | |||||||||||||||||||||
Contract assets | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||
American Saigon Palace Group [Member] | ||||||||||||||||||||||
Percentage of ownership | 51.00% | |||||||||||||||||||||
Debt or stock conversion percentage | 80.00% | |||||||||||||||||||||
DIO Group [Member] | ||||||||||||||||||||||
Equity method investments | $ 4,000,000 | |||||||||||||||||||||
Percentage of ownership | 15.00% | |||||||||||||||||||||
European Plastic Co. [Member] | ||||||||||||||||||||||
Proceeds from partnership contribution | $ 800,000 | $ 1,800,000 | $ 2,000,000 | |||||||||||||||||||
Partnership interest percentage | 49.50% | |||||||||||||||||||||
PHI Luxembourg Development [Member] | ||||||||||||||||||||||
Partnership interest percentage | 15.00% | |||||||||||||||||||||
First Tranche [Member] | ||||||||||||||||||||||
Number of common stock shares issued during the period | shares | 7,936,600 | |||||||||||||||||||||
Investment Agreement [Member] | ||||||||||||||||||||||
Payment of commitment | $ 10,000,000 | |||||||||||||||||||||
Common stock shares reserved for future issuance | shares | 20,000,000 | 20,000,000 | 20,000,000 | 65,445,000 | ||||||||||||||||||
Total purchase price | $ 250,000 | |||||||||||||||||||||
Business acquisition percentage | 200.00% | |||||||||||||||||||||
Luxembourg Reserved Alternative Investment Fund [Member] | Thanh Vu [Member] | ||||||||||||||||||||||
Investment company payment to fund by affiliate | $ 2,000,000 | |||||||||||||||||||||
Luxembourg Reserved Alternative Investment Fund [Member] | Due upon Signining [Member] | ||||||||||||||||||||||
Investment company payment to fund by affiliate | 500,000 | |||||||||||||||||||||
Luxembourg Reserved Alternative Investment Fund [Member] | Fifteen Days After Signing [Member] | ||||||||||||||||||||||
Investment company payment to fund by affiliate | $ 1,500,000 | |||||||||||||||||||||
Business Cooperation Agreement [Member] | Regent Blockchain Group, Ltd [Member] | ||||||||||||||||||||||
Equity method investments | $ 4,000,000 | |||||||||||||||||||||
Percentage of ownership | 51.00% | |||||||||||||||||||||
Business Cooperation Agreement [Member] | Bao Lam LLC [Member] | ||||||||||||||||||||||
Business acquisition percentage | 75.00% | |||||||||||||||||||||
Business Cooperation Agreement [Member] | Vinafilms JSC [Member] | ||||||||||||||||||||||
Percentage of ownership | 51.00% | |||||||||||||||||||||
Business Cooperation Agreement One [Member] | Bao Lam LLC [Member] | ||||||||||||||||||||||
Area of land | a | 2,470 | |||||||||||||||||||||
Business Cooperation Agreement One [Member] | Saigon Pho Palace Joint Stock Company [Member] | ||||||||||||||||||||||
Percentage of ownership | 51.00% | |||||||||||||||||||||
Business Cooperation Agreement One [Member] | Saigon Pho Palace Joint Stock Company [Member] | Common Stock [Member] | ||||||||||||||||||||||
Exchange of shares | shares | 15,300,000 | |||||||||||||||||||||
Stock Swap Agreement [Member] | Vinafilms JSC [Member] | ||||||||||||||||||||||
Percentage of ownership | 76.00% | |||||||||||||||||||||
Stock Swap Agreement [Member] | Vinafilms JSC [Member] | Class A Series III Cumulative Convertible Redeemable Preferred Stock [Member] | ||||||||||||||||||||||
Exchange of shares | shares | 50,000,000 | |||||||||||||||||||||
Stock Swap Agreement [Member] | Vinafilms JSC [Member] | Common Stock [Member] | ||||||||||||||||||||||
Exchange of shares | shares | 3,060,000 |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ (41,554,550) | $ (41,554,550) | $ (40,551,299) | ||
Stockholders' deficit | (2,503,736) | (2,503,736) | $ (4,844,747) | ||
Net loss | $ 321,474 | $ (677,029) | $ (1,003,251) | $ (1,673,680) |
Subsequent Event - Schedule of
Subsequent Event - Schedule of Conversion of Notes to Common Stock (Details) - shares | May 17, 2019 | Mar. 31, 2019 |
Amount of shares | 6,304,166,551 | |
Convertible Promissory Notes One [Member] | ||
Name of holder | Auctus Fund LLC - 02/02/18 Note | |
Amount of shares | 20,000,000 | |
Convertible Promissory Notes Two [Member] | ||
Name of holder | JSJ Investments - 03/21/18 Note | |
Amount of shares | 19,140,669 | |
Convertible Promissory Notes Three [Member] | ||
Name of holder | Crown Bridge Partners - 04/02/18 Note | |
Amount of shares | 22,324,000 | |
Convertible Promissory Notes Four [Member] | ||
Name of holder | Power Up Lending - 07/10/18 Note | |
Amount of shares | 22,313,433 | |
Convertible Promissory Notes Five [Member] | ||
Name of holder | Power Up Lending - 07/10/18 Note | |
Amount of shares | 22,311,475 | |
Convertible Promissory Notes Six [Member] | ||
Name of holder | Power Up Lending - 07/10/18 Note | |
Amount of shares | 22,312,500 | |
Convertible Promissory Notes Seven [Member] | ||
Name of holder | Crown Bridge Partners - 04/02/18 Note | |
Amount of shares | 23,000,000 | |
Subsequent Event [Member] | Convertible Promissory Notes One [Member] | ||
Date of issuance | Apr. 1, 2019 | |
Name of holder | Power Up Lending Group Ltd. | |
Amount of shares | 337,333,333 | |
Subsequent Event [Member] | Convertible Promissory Notes Two [Member] | ||
Date of issuance | Apr. 2, 2019 | |
Name of holder | JSJ Investments, Inc. | |
Amount of shares | 262,927,251 | |
Subsequent Event [Member] | Convertible Promissory Notes Three [Member] | ||
Date of issuance | Apr. 2, 2019 | |
Name of holder | Power Up Lending Group Ltd. | |
Amount of shares | 237,333,333 | |
Subsequent Event [Member] | Convertible Promissory Notes Four [Member] | ||
Date of issuance | Apr. 3, 2019 | |
Name of holder | Auctus Fund, LLC. | |
Amount of shares | 337,387,300 | |
Subsequent Event [Member] | Convertible Promissory Notes Five [Member] | ||
Date of issuance | Apr. 29, 2019 | |
Name of holder | Power Up Lending Group Ltd. | |
Amount of shares | 84,000,000 | |
Subsequent Event [Member] | Convertible Promissory Notes Six [Member] | ||
Date of issuance | Apr. 30, 2019 | |
Name of holder | LG Capital Funding, LLC | |
Amount of shares | 400,958,800 | |
Subsequent Event [Member] | Convertible Promissory Notes Seven [Member] | ||
Date of issuance | May 9, 2019 | |
Name of holder | JSJ Investments, Inc. | |
Amount of shares | 413,210,892 |