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. |