Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 21, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-38255-NY | |
Entity Registrant Name | PHI GROUP, INC | |
Entity Central Index Key | 0000704172 | |
Entity Tax Identification Number | 90-0114535 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 2323 Main Street | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92614 | |
City Area Code | 714 | |
Local Phone Number | 793-9227 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | PHIL | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,173,868,638 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 19,051 | $ 67,896 |
Marketable securities | 290 | 546 |
Other current assets | 452,293 | 365,360 |
Total current assets | 471,634 | 433,802 |
Other assets: | ||
Investments | 36,998 | 36,161 |
Total Assets | 508,632 | 469,963 |
Current Liabilities | ||
Accounts payable | 611,455 | 615,805 |
Sub-fund obligations & Commitments | 1,683,459 | 1,574,775 |
Accrued expenses | 1,192,916 | 931,417 |
Short-term loans and notes payable | 1,220,790 | 676,888 |
Convertible Promissory Notes | 889,500 | 756,250 |
Due to officers | 1,029,616 | 1,077,218 |
Advances from customers | 660,434 | 665,434 |
Derivative liabilities and Note Discount | 102,368 | 715,677 |
Total Liabilities | 7,390,538 | 7,013,465 |
Stockholders’ deficit: | ||
Total Preferred Stock | 2,440 | 2,440 |
Common stock, $0.001 par value; 60 billion shares authorized; 33,645,885,430 shares issued and outstanding on 12/31/2022; 60 billion shares authorized and 31,429,380,453 shares issued and outstanding on 6/30/2022, respectively, adjusted for 1 for 1,500 reverse split effective March 15, 2012. Par value: | 33,645,885 | 31,429,381 |
APIC - Common Stock | 34,261,391 | 34,394,912 |
Common Stock to be issued | 16,000 | |
Common Stock to be cancelled | (35,500) | (35,500) |
Treasury stock: 484,767 shares as of 12/31/22 and 6/30/22, respectively - cost method. | (44,170) | (44,170) |
Accumulated deficit | (74,155,929) | (71,717,973) |
Total Acc. Other Comprehensive Income (Loss) | (572,022) | (572,591) |
Total stockholders’ deficit | (6,881,906) | (6,543,502) |
Total liabilities and stockholders’ deficit | 508,632 | 469,963 |
Class B Series I Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Total Preferred Stock | 600 | 600 |
APIC - Class B Series I | $ 1,840 | $ 1,840 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | 6 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 60,000,000,000 |
Common stock, shares issued | 33,645,885,430 |
Common stock, shares outstanding | 33,645,885,430 |
Reverse stock split | 1 for 1,500 reverse split |
Treasury stock, shares | 484,767 |
Class B Series I Preferred Stock [Member] | |
Preferred stock, shares issued | 600,000 |
Preferred stock, shares outstanding | 600,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenues | ||||
Total revenues | $ 5,000 | $ 25,000 | $ 25,000 | |
Operating expenses: | ||||
Salaries and wages | 90,000 | 90,000 | 180,000 | 180,000 |
Professional services, including non-cash compensation | 102,537 | 9,842,533 | 286,453 | 14,934,227 |
General and administrative | 22,638 | 40,306 | 35,527 | 87,841 |
Total operating expenses | 215,176 | 9,972,839 | 501,980 | 15,202,068 |
Income (loss) from operations | (215,176) | (9,967,839) | (476,980) | (15,177,068) |
Other income and expenses | ||||
Interest expense | (142,763) | (900,997) | (445,896) | (952,941) |
Other income (expense) | (259,004) | 277,198 | (1,515,080) | (421,800) |
Net other income (expenses) | (401,768) | (623,799) | (1,960,976) | (1,374,740) |
Net income (loss) | $ (616,943) | $ (10,591,638) | $ (2,437,956) | $ (16,551,808) |
Net loss per share: | ||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding: | ||||
Basic | 33,009,795,067 | 27,975,285,161 | 33,009,795,067 | 27,975,285,161 |
Diluted | 33,009,795,067 | 27,975,285,161 | 33,009,795,067 | 27,975,285,161 |
Investment Advisory, Management and Administrative Service [Member] | ||||
Net revenues | ||||
Total revenues | $ 5,000 | $ 25,000 | $ 25,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) from operations | $ (2,437,956) | $ (16,551,808) |
Net change due to non-cash issuances of common stock | 1,941,733 | 15,786,501 |
Cash in transit | 9,500 | |
Derivative liabilities | (613,309) | 671,713 |
Mark-to-market adjustments | (12) | |
(Increase) decrease in assets and prepaid expenses | ||
Deferred financing costs | (96,433) | (825,092) |
Other (increase) decrease in assets and prepaid expenses | (2,200) | |
Increase (decrease) in accounts payable and accrued expenses | ||
Accounts payable | (4,350) | (70,048) |
Accrued expenses (net) | 261,499 | 211,034 |
Sub-fund obligations and contingency commitments | 108,684 | |
Advances from customers | (5,000) | (45,000) |
Net cash provided by (used in) operating activities | (835,644) | (824,901) |
Cash flows from investing activities: | ||
Investments: Asia Diamond Exchange | (365,555) | |
Net cash provided by (used in) investing activities | (365,555) | |
Cash flows from financing activities: | ||
Common Stock | 16,000 | |
Loans and Notes Payable | 770,799 | 1,148,849 |
Net cash provided by (used in) financing activities | 786,799 | 1,148,849 |
Net decrease in cash and cash equivalents | (48,845) | (41,607) |
Cash and cash equivalents, beginning of period | 67,896 | 95,344 |
Cash and cash equivalents, end of period | $ 19,051 | $ 53,737 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - 6 months ended Dec. 31, 2022 - USD ($) | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | Preferred Stock [Member] | Preferred Stock Including Additional Paid in Capital [Member] | Treasury Stock [Member] | Common Stock to be Cancelled [Member] | Common Stock To Be Issued [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance at Jun. 30, 2022 | $ 31,429,381 | $ 34,394,912 | $ 600 | $ 1,840 | $ (44,170) | $ (35,000) | $ 0 | $ (572,591) | $ (71,717,973) | $ (6,543,502) |
Beginning balance, shares at Jun. 30, 2022 | 31,429,380,289 | 600,000 | (484,767) | |||||||
Common Shares issued for conversions of promissory notes durng the quarter ended September 30, 2022 | $ 392,097 | 158,483 | 233,614 | |||||||
Common Shares issued for conversions of promissory notes durng the quarter ended September 30, 2022, shares | 392,096,775 | |||||||||
Common Shares issued for exercise of warrants during the quarter ended September 30, 2022 | $ 2,279,167 | 115,913 | 2,395,080 | |||||||
Common Shares issued for exercise of warrants during the quarter ended September 30, 2022, shares | 2,279,166,666 | |||||||||
Common Shares cancelled during quarter ended September 30, 2022 | $ (454,758) | 90,952 | 545,710 | |||||||
Common Shares cancelled during quarter ended September 30, 2022, shares | (454,758,300) | |||||||||
Ending balance at Dec. 31, 2022 | $ 33,645,886 | $ 34,261,391 | $ 600 | $ 1,840 | $ (44,170) | $ (35,000) | $ 16,000 | $ (572,022) | $ (74,155,929) | $ (6,881,906) |
Ending balance, shares at Dec. 31, 2022 | 33,645,885,430 | 600,000 | (484,767) |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 NATURE OF BUSINESS INTRODUCTION PHI Group, Inc. (n/k/a Philux Global Group Inc) (the “Company” or “PHI”) ( www.philuxglobal.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. In January 2000, the Company changed its name to Providential Securities, Inc., a Nevada corporation, following a business combination with Providential Securities, Inc., a California-based financial services company. In February 2000, the Company then changed its name to Providential Holdings, Inc. 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 various transactions in connection with 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. The Company is currently focused on PHILUX Global Funds, SCA, SICAV-RAIF by launching Philux Global Select Growth Fund and potentially other sub-funds for investment in real estate, renewable energy, infrastructure, agriculture and healthcare and the Asia Diamond Exchange in Vietnam. In addition, PHILUX Capital Advisors, Inc. (formerly Capital Holdings, Inc.), a wholly owned subsidiary of the Company, continues to provide corporate and project finance services, including merger and acquisition (M&A) advisory and consulting services for U.S. and international companies. The Company has signed agreements to acquire majority equity interests in Kota Construction LLC and Kota Energy Group LLC which are engaged in solar energy business ( https://www.kotasolar.com www.tinthanhgroup.vn BUSINESS STRATEGY PHI’s strategy is to: 1. Identify, build, acquire, commit and deploy valuable resources with distinctive competitive advantages; 2. Identify, evaluate, acquire, participate and compete in attractive businesses that have large, growing market potential; 3. Build an attractive investment that includes points of exit for investors through capital appreciation or spin-offs of business units. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc. (a/k/a Philux Global Group, Inc.) and its active wholly owned subsidiaries: (1) PHILUX Capital Advisors, Inc., a Wyoming corporation ( 100% 100% 100% 100% 100% 100% 100% 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, 2022. 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 six months ended December 31, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2023. 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% 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 December 31, 2022, the marketable securities were recorded at $ 290 FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level 3 Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, short-term notes payable, convertible notes, derivative liability and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. Effective July 1, 2008, the Company adopted ASC 820 (previously SFAS 157), Fair Value Measurements Assets measured at fair value on a recurring basis are summarized below. The Company also has convertible notes and derivative liabilities as disclosed in this report that are measured at fair value on a regular basis until paid off or exercised. Available-for-sale securities The Company uses various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy for disclosures, specified in ASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets and liabilities. The company’s policy regarding the transfers in and/or out of Level 3 depends on the trading activity of the security, the volatility of the security, and other observable units which clearly represents the fair value of the security. If a level 3 security can be measured using a more fairly represented fair value, we will transfer these securities either into Level 1 or Level 2, depending on the type of inputs. ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of September 30, 2021, the Company did not have any accounts receivable. PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three five 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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company intends to adopt ASU 2020-06 for the quarter beginning January 1, 2023. 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 non-public 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 non-public 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 | 6 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE | NOTE 3 MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE 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 December 31, 2022 consisted of 91 290 SCHEDULE OF FAIR VALUE OF INVESTMENTS MARKETABLE EQUITY SECURITIES Securities available for sale Level 1 Level 2 Level 3 Total December 31, 2022 None $ 290 $ 0 $ 290 June 30, 2022 None $ 546 $ 0 $ 546 |
PROPERTIES AND EQUIPMENT
PROPERTIES AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTIES AND EQUIPMENT | NOTE 4 PROPERTIES AND EQUIPMENT The Company did not have any properties or equipment as of December 31, 2022. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 5 OTHER ASSETS Other Assets comprise of the following as of December 31, 2022 and June 30, 2022 SCHEDULE OF OTHER ASSETS December 31, 2022 June 30, 2022 Investment in PHILUX Global Funds, SCA, SICAV-RAIF $ 31,998 $ 31,161 Investment in AQuarius Power, Inc. $ 5,000 $ 5,000 Total Other Assets $ 36,998 $ 36,161 Other Assets as of December 31, 2022 consist of a $ 5,000 31,998 For the investments in PHILUX Global Funds, as of December 31, 2022, PHI Luxembourg Development SA, a Luxembourg corporation and wholly-owned subsidiary of PHI Group, Inc. held twenty-eight 28,000 100% 1,000 100 1,000 31,998 The Company has treated all development costs of the Asia Diamond Exchange as expenses and exchanged for common shares in Asia Diamond Exchange, Inc., a Wyoming corporation. |
CURRENT LIABILITIES
CURRENT LIABILITIES | 6 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
CURRENT LIABILITIES | NOTE 6 CURRENT LIABILITIES Current Liabilities of the Company consist of the followings as of December 31, 2022 and June 30, 2022. SCHEDULE OF CURRENT LIABILITIES Current Liabilities 31-Dec-22 30-Jun-22 Accounts payable $ 611,455 $ 615,805 Sub-fund obligations and commitments 1,683,459 1,574,775 Accrued expenses 1,192,916 931,417 Short-term loans and notes payable 1,220,790 676,888 Convertible Promissory Notes 889,500 756,250 Due to officers 1,029,616 1,077,218 Advances from customers 660,434 665,434 Derivative liabilities and Note Discount 102,368 715,677 Total Current Liabilities $ 7,390,538 $ 7,013,465 ACCRUED EXPENSES: Accrued expenses as of December 31, 2022 totaling $ 1,192,916 853,842 339,074 NOTES PAYABLE: As of December 31, 2022, Notes Payable consist of $ 950,880 43,750 889,500 226,160 ADVANCES FROM CUSTOMERS: As of December 31, 2022, the Company recorded $ 660,434 SUB-FUND OBILGATIONS: The Company has recorded a total of $ 1,586,619 |
DUE TO OFFICERS
DUE TO OFFICERS | 6 Months Ended |
Dec. 31, 2022 | |
Due To Officers | |
DUE TO OFFICERS | NOTE 7 DUE TO OFFICERS 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 December 31, 2022 and June 30, 2022, the balances were $ 1,029,616 1,077,218 SCHEDULE OF COMPONENTS OF DUE TO OFFICERS Officers/Directors Dec 31, 2022 Jun 30, 2022 Henry Fahman 366,266 $ 413,868 Tam Bui 663,350 $ 663,350 Total $ 1,029,616 $ 1,077,218 |
LOANS AND PROMISSORY NOTES
LOANS AND PROMISSORY NOTES | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOANS AND PROMISSORY NOTES | NOTE 8 LOANS AND PROMISSORY NOTES 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 December 31, 2022, the Company had a total of $ 950,880 282,083 43,750 1,165 226,160 B. CONVERTIBLE PROMISSORY NOTES OUTSTANDING AS OF DECEMBER 31, 2022 As of December 31, 2022, the Company had a net balance of $ 889,500 45,827 |
PAYROLL TAX LIABILITIES
PAYROLL TAX LIABILITIES | 6 Months Ended |
Dec. 31, 2022 | |
Payroll Tax Liabilities | |
PAYROLL TAX LIABILITIES | NOTE 9 PAYROLL TAX LIABILITIES As of December 31, 2022, payroll tax liabilities were $ 5,747 |
BASIC AND DILUTED NET PROFIT (L
BASIC AND DILUTED NET PROFIT (LOSS) PER SHARE | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET PROFIT (LOSS) PER SHARE | NOTE 10 BASIC AND DILUTED NET PROFIT (LOSS) PER SHARE 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 December 31, 2022 were the same since the inclusion of Common stock equivalents is anti-dilutive. |
STOCKHOLDER_S EQUITY
STOCKHOLDER’S EQUITY | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDER’S EQUITY | NOTE 11 STOCKHOLDER’S EQUITY As of December 31, 2022, the total number of authorized capital stock of the Company consisted of 60 0.001 500,000,000 0.001 TREASURY STOCK The balance of treasury stock as of December 31, 2022 was 484,767 44,170 COMMON STOCK During the quarter ended December 31, 2022, the Company did not issue or cancel any shares of its Common Stock. As of December 31, 2022, there were 33,645,885,430 PREFERRED STOCK CLASS B SERIES I PREFERRED STOCK As of December 31, 2022, there were 600,000 |
STOCK-BASED COMPENSATION PLAN
STOCK-BASED COMPENSATION PLAN | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION PLAN | NOTE 12 STOCK-BASED COMPENSATION PLAN 1. On February March 18, 2015, the Company adopted an Employee Benefit Plan to set aside 1,000,000 2. 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 6,520,000 seven years one year SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS 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: SCHEDULE OF FAIR VALUE OF STOCK OPTION ISSUANCE DATE Holder Issue Date Maturity Stock Exercise Price Fair Value at 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 3. On September 9, 2021, the Company adopted the PHI Group 2021 Employee Benefit Plan and set aside 2,600,000,000 2,407,196,586 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 RELATED PARTY TRANSACTIONS The Company recognized a total of $ 90,000 Henry Fahman, Chairman and Chief Executive Officer, and Tam Bui, a member of the Board of Directors and Chief Operating Officer, of the Company from time to time lend money to the Company. These loans are without interest and payable upon demand. As of December 31, 2022, the Company still owed the following amounts to Related Parties: SCHEDULE OF RELATED PARTIES No. Name: Title: Amount: Description: 1) Tam Bui Director/COO $ 262,500 Accrued salaries $ 663,350 Loans 2) Henry Fahman Chairman/CEO $ 184,296 Accrued salaries $ 366,266 Loans 3) Tina Phan Secretary/Treasurer $ 278,799 Accrued salaries |
CONTRACTS AND COMMITMENTS
CONTRACTS AND COMMITMENTS | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTRACTS AND COMMITMENTS | NOTE 14 CONTRACTS AND COMMITMENTS 1. AGREEMENT WITH TECCO GROUP FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On August 10, 2020, Tecco Group, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Tecco Group will contribute $ 2,000,000 49 156,366.25 2. INVESTMENT AGREEMENTS AND MEMORANDUM OF UNDERSTANDING From August 24, 2020 to November 03, 22, the Company and its subsidiaries have entered into loan financing agreements, investment management agreements, joint venture agreement, and memorandum of understanding with six international investor groups for a total six billion three hundred million U.S. dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company expects to begin receiving capital through these sources in the near future to support its acquisition and investment programs. 3. DEVELOPMENT OF THE MULTI-COMMODITIES CENTER, ASIA DIAMOND EXCHANGE AND LOGISTICS CENTER IN VIETNAM Along with the establishment of PHILUX Global Funds, since March 2018 the Company has worked closely with the Authority of Chu Lai Open Economic Zone and the Provincial Government of Quang Nam, Vietnam to develop the Asia Diamond Exchange. Quang Nam Provincial Government has agreed in principle to allocate more than 200 On June 04, 2021 the Company incorporated Asia Diamond Exchange, Inc., a Wyoming corporation, ID number 2021-001010234, as the holding company for the development of the Asia Diamond Exchange in Vietnam. In addition, another opportunity has arisen with the start of construction of the new international airport in Long Thanh District, Dong Nai Province near Ho Chi Minh City in Southern Vietnam. In December 2020, the Vietnamese central government designated approximately 2,600 1,000 4. AGREEMENT WITH FIVE-GRAIN TREASURE SPIRITS CO., LTD. On January 18, 2022 PHI Group entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. (“FGTS) and the majority shareholders of FGTS (the “Majority Shareholders”) to acquire seventy percent ( 70 5. AGREEMENT OF PURCHASE AND SALE WITH KOTA CONSTRUCTION LLC AND KOTA ENERGY GROUP LLC Effective January 26, 2022, PHI Group, Inc. signed Agreements of Purchase and Sale with KOTA Construction LLC and KOTA Energy Group LLC, both of which are California limited liability companies (collectively referred to as “KOTA”), to acquire 50.10 12,524,469 50.10 51,600,531 64,125,000 KOTA, operating under two legal entities as Kota Energy Group LLC (‘KEG”) and Kota Construction LLC (“KCCO”), provides solutions for solar energy to residential and commercial customers, with unique competitive advantages. As one of the fastest growing sales and installation engines in the country, KOTA prioritizes itself to have the best employee and customer experience possible, through its high standard of installation quality, its industry leading technology platforms, which enable increased sales volume, while maintaining fast, and transparent project timelines. It’s strategic partnerships with key players in the solar industry, have increased margins, while delivering top tier products to customers, without sacrificing quality. KOTA’s guiding core values of “Become, Create, Give” have been the driving factor in decision making that have led it to become the most highly sought-after solar company to work with in the solar industry. Website: KOTA Energy Group: https://www.kotasolar.com. In the second and latest amendment signed on August 3, 2022 to the Agreements of Purchase and Sale with KOTA, the concerned parties have agreed that PHI Group, Inc. would pay Fifteen Million Six Hundred Fifty-Five Thousand Two Hundred Forty-Eight U.S. Dollars ($ 15,655,248 50.10 64,504,752 50.10 6. JOINT VENTURE AGREEMENT WITH DANANG RUBBER JSC AND TIN THANH GROUP In June 2022, the Company signed an joint venture agreement with Danang Rubber Joint Stock Company (DRC) (https://drctire.com/) and Tin Thanh Group (TTG) (https://tinthanhgroup.vn/en/) to cooperate in increasing DRC’s tire production and executing an innovative sales and marketing program targeting annual revenues of 5.5 The DRC-TTG truck tire leasing service program with complete multi-function and insurance package is designed to provide the following features and benefits to the consumers: 1. Smart tires with mounted chips to track and manage journey. 2. Saving of 10-20% compared to buying tires. 3. No cost to change tires. 4. No environmental fees when replacing old tires. 5. No need to pay for periodic tire maintenance checks. 6. No need to pay for buying tires when changing new tires. 7. No need to pay for tire insurance. 8. No increase in fuel or lubricant consumption compared to before using this service. 9. Tires use clean and renewable energy thus also benefiting the environment. 7. JOINT VENTURE/PARTNERSHIP AGREEMENT (FUND MANAGEMENT MOU) BETWEEN AN INVESTOR IN THE GULF COOPERATION COUNCIL REGION AND PHILUX GLOBAL GROUP, INC. (A/K/A PHI GROUP, INC.) On July 08, 2022, the registrant signed a Joint Venture/Partnership Agreement (Fund Management MOU) with an investor in the Gulf Cooperation Council region to manage an initial amount of Three Billion United States Dollars (USD 3,000,000,000 40 8. AGREEMENT WITH TIN THANH GROUP Effective August 13, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed a Stock Transfer Agreement with Tin Thanh Group Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 71 Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “TTG” and Mr. Tran Dinh Quyen, the holder of at least fifty-one percent ( 51.00 22,032,000 51.00 60,000,000 The closing date of this transaction shall be the date on which the closing actually occurs, which is currently extended to March 15, 2023 based on the fifth amendment to the Stock Transfer Agreement signed by both parties on February 14, 2023. 9. AGREEMENT WITH VAN PHAT DAT JOINT STOCK COMPANY Effective August 16, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed an Agreement of Purchase and Sale with Van Phat Dat Export Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “VPD,” and the holder of at least fifty-one percent ( 51.00 5,100,000 51.00 6,127,895 The convertible promissory note, which will be guaranteed by Philux Global Group Inc. and carries no interest, will be due and payable 180 days commencing the date of issuance and may be converted into common stock of Philux Global Trade Inc. any time after this subsidiary becomes a publicly traded company in the United States. The conversion price will be 50% of the average closing price during the ten trading-day period ending one trading day prior to the date of conversion On September 30, 2022 PHI Group, Inc. entered into a Closing Memorandum for the Agreement of Purchase and Sale dated August 16, 2022 with and among Van Phat Dat Export Joint Stock Company and Mr. Huynh Ngoc Vu, an individual and the majority shareholder of VPD. 10. STRATEGIC BUSINESS COOPERATION WITH TIN THANH GROUP AND PETROVIETNAM MARINE SHIPYARD JSC On September 03, 2022, the Company signed a strategic business cooperation with Tin Thanh Group ( www.tinthanhgroup.vn/en/ Founded in 2007, PVMS has been providing (EPC) Engineering, Procurement, Fabrication, Construction and Commissioning for drilling units, floating facilities, modules and steel structures as well as up-grading, repair and maintenance services for MODU. Its onshore projects include steel fabrication, erection and commissioning for power plants, petrochemical plants, fertilizers plants, gas terminals and particularly onshore E-House, process module design, estimation & construction. 11. ISSUANCE OF SHORT-TERM NOTES During the quarter ended December 31, 2022, the Company issued the following short-term notes; $ 155,000 100,000 8,500 950,880 |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTY | NOTE 15 GOING CONCERN UNCERTAINTY As shown in the accompanying consolidated financial statements, the Company has accumulated deficit of $ 74,155,929 6,881,906 616,943 10,591,638 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 16 SUBSEQUENT EVENT These financial statements were approved by management and available for issuance on or about February 20, 2023. Subsequent events have been evaluated through this date. 1. CONVERSION OF CONVERTIBLE PROMISSORY NOTES a. On February 6, 2023, Diagonal Lending LLC (f/k/a Sixth Street Lending LLC) converted $ 53,750.00 32,191.10 85,941.10 186,828,478 0.00 b. On February 7, 2023, Diagonal Lending LLC converted $ 53,750.00 32,191.10 85,941.10 186,828,478 0.00 The undersigned hereby elects to convert $ 53,750.00 Convertible Note dated June 6, 2022 together with $ 31,625.62 85,375.62 185,599,174 0.00 2. AGREEMENT FOR COMPREHENSIVE COOPERATION WITH DR. TRI VIET DO On February 10, 2023, the Company signed an agreement for comprehensive cooperation with Dr. Tri Viet Do, a German-trained expert in electromagnetic energy and quantum physics, to jointly cooperate in the development and commercialization of a number of key products using proprietary intellectual properties already developed by him. The scope of study and development includes: 1) 2. FIFTH AMENDMENT TO STOCK TRANSFER AGREEMENT WITH TIN THANH GROUP On February 14, 2023, Tin Thanh Group and the Company signed the fifth amendment to the Stock Transfer Agreement dated August 13, 2022 to extend the Closing Date of this transaction to March 15, 2023, subject to the anticipated closing of a $ 250 3. ISSUANCE OF RESTRICTED STOCK FOR CASH On February 15, 2023 the Company issued a total of 155,555,556 0.0009 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of PHI Group, Inc. (a/k/a Philux Global Group, Inc.) and its active wholly owned subsidiaries: (1) PHILUX Capital Advisors, Inc., a Wyoming corporation ( 100% 100% 100% 100% 100% 100% 100% |
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, 2022. 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 six months ended December 31, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2023. |
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% 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 December 31, 2022, the marketable securities were recorded at $ 290 |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value - Definition and Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs are to be used when available. Valuation techniques that are consistent with the market or income approach are used to measure fair value. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level Level Level 3 Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective of a market participant that are current as of the measurement date, rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including; type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy in which the fair value measurement falls in its entirety is determined based upon the lowest level input that is significant to the fair value measurement. Fair Value - Valuation Techniques and Inputs The Company holds and may invest public securities traded on public exchanges or over-the-counter (OTC), private securities, real estate, convertible securities, interest bearing securities and other types of securities and has adopted specific techniques for their respective valuations. Equity Securities in Public Companies Unrestricted The Company values investments in securities that are freely tradable and listed on major securities exchanges at their last reported sales price as of the valuation date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on inactive markets or valued by reference to similar instruments are generally categorized in Level 2 or 3 of the fair value hierarchy. Restricted Securities traded on public exchanges or over-the-counter (OTC) where there are formal restrictions that limit (i.e. Rule 144 holding periods and underwriter’s lock-ups) their sale shall be valued at the closing price on the date of valuation less applicable discounts. The Company may apply a discount to securities with Rule 144 restrictions. Additional discounts may be assessed if the Company believes there are other mitigating factors which warrant the additional discounting. When determining potential additional discounts, factors that will be taken into consideration include, but are not limited to; securities’ trading characteristics, volume, length and overall impact of the restriction as well as other macro-economic factors. Valuations should be discounted appropriately until the securities may be freely traded. If it has been determined that the exchange or OTC listed price does not accurately reflect fair market value, the Company may elect to treat the security as a private company and apply an alternative valuation method. Investments in restricted securities of public companies may be included in Level 2 of the fair value hierarchy. However, to the extent that significant inputs used to determine liquidity discounts are not observable, investments in restricted securities in public companies may be categorized in Level 3 of the fair value hierarchy. The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, marketable securities, short-term notes payable, convertible notes, derivative liability and accounts payable. As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments. Effective July 1, 2008, the Company adopted ASC 820 (previously SFAS 157), Fair Value Measurements Assets measured at fair value on a recurring basis are summarized below. The Company also has convertible notes and derivative liabilities as disclosed in this report that are measured at fair value on a regular basis until paid off or exercised. Available-for-sale securities The Company uses various approaches to measure fair value of available-for-sale securities, while applying the three-level valuation hierarchy for disclosures, specified in ASC 820. Our Level 1 securities were measured using the quoted prices in active markets for identical assets and liabilities. The company’s policy regarding the transfers in and/or out of Level 3 depends on the trading activity of the security, the volatility of the security, and other observable units which clearly represents the fair value of the security. If a level 3 security can be measured using a more fairly represented fair value, we will transfer these securities either into Level 1 or Level 2, depending on the type of inputs. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Management reviews the composition of accounts receivable and analyzes historical bad debts. As of September 30, 2021, the Company did not have any accounts receivable. |
PROPERTIES AND EQUIPMENT | PROPERTIES AND EQUIPMENT Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets from three five |
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 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06-Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020. The Company intends to adopt ASU 2020-06 for the quarter beginning January 1, 2023. 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 non-public 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 non-public 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) | 6 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
SCHEDULE OF FAIR VALUE OF INVESTMENTS MARKETABLE EQUITY SECURITIES | SCHEDULE OF FAIR VALUE OF INVESTMENTS MARKETABLE EQUITY SECURITIES Securities available for sale Level 1 Level 2 Level 3 Total December 31, 2022 None $ 290 $ 0 $ 290 June 30, 2022 None $ 546 $ 0 $ 546 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS | Other Assets comprise of the following as of December 31, 2022 and June 30, 2022 SCHEDULE OF OTHER ASSETS December 31, 2022 June 30, 2022 Investment in PHILUX Global Funds, SCA, SICAV-RAIF $ 31,998 $ 31,161 Investment in AQuarius Power, Inc. $ 5,000 $ 5,000 Total Other Assets $ 36,998 $ 36,161 |
CURRENT LIABILITIES (Tables)
CURRENT LIABILITIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF CURRENT LIABILITIES | Current Liabilities of the Company consist of the followings as of December 31, 2022 and June 30, 2022. SCHEDULE OF CURRENT LIABILITIES Current Liabilities 31-Dec-22 30-Jun-22 Accounts payable $ 611,455 $ 615,805 Sub-fund obligations and commitments 1,683,459 1,574,775 Accrued expenses 1,192,916 931,417 Short-term loans and notes payable 1,220,790 676,888 Convertible Promissory Notes 889,500 756,250 Due to officers 1,029,616 1,077,218 Advances from customers 660,434 665,434 Derivative liabilities and Note Discount 102,368 715,677 Total Current Liabilities $ 7,390,538 $ 7,013,465 |
DUE TO OFFICERS (Tables)
DUE TO OFFICERS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Due To Officers | |
SCHEDULE OF COMPONENTS OF DUE TO OFFICERS | SCHEDULE OF COMPONENTS OF DUE TO OFFICERS Officers/Directors Dec 31, 2022 Jun 30, 2022 Henry Fahman 366,266 $ 413,868 Tam Bui 663,350 $ 663,350 Total $ 1,029,616 $ 1,077,218 |
STOCK-BASED COMPENSATION PLAN (
STOCK-BASED COMPENSATION PLAN (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS | SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS 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: SCHEDULE OF FAIR VALUE OF STOCK OPTION ISSUANCE DATE Holder Issue Date Maturity Stock Exercise Price Fair Value at 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 (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES | As of December 31, 2022, the Company still owed the following amounts to Related Parties: SCHEDULE OF RELATED PARTIES No. Name: Title: Amount: Description: 1) Tam Bui Director/COO $ 262,500 Accrued salaries $ 663,350 Loans 2) Henry Fahman Chairman/CEO $ 184,296 Accrued salaries $ 366,266 Loans 3) Tina Phan Secretary/Treasurer $ 278,799 Accrued salaries |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Marketable securities | $ 290 | $ 546 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | P3Y | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | P5Y | |
Common Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Outstanding stock, percentage | 20% | |
PHILUX Capital Advisors, Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
PHI Luxembourg Development S.A. [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
PHILUX Global Funds SCA, SICAV-RAIF [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
PHILUX Global General Partners SA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
PHI Luxembourg Holding SA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
Asia Diamond Exchange, Inc. [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% | |
CO2-1-0 (carbon) Corp [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Ownership percentage | 100% |
SCHEDULE OF FAIR VALUE OF INVES
SCHEDULE OF FAIR VALUE OF INVESTMENTS MARKETABLE EQUITY SECURITIES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 290 | $ 546 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | 290 | 546 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 0 | $ 0 |
MARKETABLE EQUITY SECURITIES _3
MARKETABLE EQUITY SECURITIES AVAILABLE FOR SALE (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Marketable Securities [Line Items] | ||
Marketable securities, fair value | $ 290 | $ 546 |
Myson Group, Inc., [Member] | OTC Markets [Member] | ||
Marketable Securities [Line Items] | ||
Sale of stock | 91 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Total Other Assets | $ 36,998 | $ 36,161 |
PHILUX Global Funds [Member] | ||
Total Other Assets | 31,998 | 31,161 |
AQuarius Power, Inc [Member] | ||
Total Other Assets | $ 5,000 | $ 5,000 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) - 6 months ended Dec. 31, 2022 | USD ($) shares | EUR (€) shares |
PHI Luxembourg Development S.A. [Member] | ||
Ownership interest | 100% | 100% |
PHI Luxembourg Holding SA [Member] | ||
Ownership interest | 100% | 100% |
AQuarius Power, Inc [Member] | ||
Investments | $ | $ 5,000 | |
PHILUX Global Funds [Member] | ||
Shares issued, value | $ | $ 31,998 | |
Value of shares held | € 1,000 | |
PHI Luxembourg Development S.A. [Member] | ||
Number of shares held | shares | 28 | 28 |
Value of shares held | € 28,000 | |
PHILUX Global General Partner SA [Member] | ||
Value of shares held | € 1,000 |
SCHEDULE OF CURRENT LIABILITIES
SCHEDULE OF CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 611,455 | $ 615,805 |
Sub-fund obligations and commitments | 1,683,459 | 1,574,775 |
Accrued expenses | 1,192,916 | 931,417 |
Short-term loans and notes payable | 1,220,790 | 676,888 |
Convertible Promissory Notes | 889,500 | 756,250 |
Due to officers | 1,029,616 | 1,077,218 |
Advances from customers | 660,434 | 665,434 |
Derivative liabilities and Note Discount | 102,368 | 715,677 |
Total Current Liabilities | $ 7,390,538 | $ 7,013,465 |
CURRENT LIABILITIES (Details Na
CURRENT LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Short-Term Debt [Line Items] | ||
Accrued expenses | $ 1,192,916 | $ 931,417 |
Accrued salaries | 853,842 | |
Accrued interest | 339,074 | |
Short-term notes payable | 950,880 | |
Short-term loans and notes payable | 1,220,790 | 676,888 |
Convertible notes payable | 889,500 | 756,250 |
Advances from customers | 660,434 | 665,434 |
Sub - fund obligations | 1,683,459 | $ 1,574,775 |
PHILUX Global Funds [Member] | ||
Short-Term Debt [Line Items] | ||
Sub - fund obligations | 1,586,619 | |
PPP Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | 1,165 | |
Short-term loans and notes payable | 43,750 | |
Convertible Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | 45,827 | |
Convertible notes payable | 889,500 | |
Merchant Cash [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | $ 226,160 |
SCHEDULE OF COMPONENTS OF DUE T
SCHEDULE OF COMPONENTS OF DUE TO OFFICERS (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 1,029,616 | $ 1,077,218 |
Henry Fahman [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | 366,266 | 413,868 |
Tam Bui [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 663,350 | $ 663,350 |
DUE TO OFFICERS (Details Narrat
DUE TO OFFICERS (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Due To Officers | ||
Due to officers | $ 1,029,616 | $ 1,077,218 |
LOANS AND PROMISSORY NOTES (Det
LOANS AND PROMISSORY NOTES (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Short-Term Debt [Line Items] | ||
Short-term notes payable | $ 950,880 | |
Accrued interest | 339,074 | |
Short term loan and notes payable | 1,220,790 | $ 676,888 |
Convertible promissory notes | 889,500 | $ 756,250 |
Short-term Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-term notes payable | 950,880 | |
Accrued interest | 282,083 | |
PPP Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | 1,165 | |
Short term loan and notes payable | 43,750 | |
Merchant Cash [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible promissory notes | 226,160 | |
Convertible Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | 45,827 | |
Convertible promissory notes | $ 889,500 |
PAYROLL TAX LIABILITIES (Detail
PAYROLL TAX LIABILITIES (Details Narrative) | Dec. 31, 2022 USD ($) |
Payroll Tax Liabilities | |
Payroll tax liabilities | $ 5,747 |
STOCKHOLDER_S EQUITY (Details N
STOCKHOLDER’S EQUITY (Details Narrative) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Common stock shares authorized | 60,000,000,000 | 60,000,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Treasury stock, shares | 484,767 | 484,767 |
Treasury stock, value | $ 44,170 | $ 44,170 |
Common stock, shares issued | 33,645,885,430 | 31,429,380,453 |
Common stock, shares outstanding | 33,645,885,430 | 31,429,380,453 |
Class B Series I Preferred Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred stock, shares issued | 600,000 | |
Preferred stock, shares outstanding | 600,000 |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS (Details) | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.18% |
Expected life | 7 years |
Expected volatility | 239.30% |
SCHEDULE OF FAIR VALUE OF STO_2
SCHEDULE OF FAIR VALUE OF STOCK OPTION ISSUANCE DATE (Details) | 6 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Tam Bui [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
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] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
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] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
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 |
STOCK-BASED COMPENSATION PLAN_2
STOCK-BASED COMPENSATION PLAN (Details Narrative) - $ / shares | 6 Months Ended | |||
Sep. 09, 2021 | Sep. 23, 2016 | Dec. 31, 2022 | Mar. 18, 2015 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Employee benefit plan shares of common stock for eligible employees | 1,000,000 | |||
2021 Employee Benefit Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares issued for employee benefit plan | 2,600,000,000 | |||
Number of shares issued for services | 2,407,196,586 | |||
Henry Fahman [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
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 |
SCHEDULE OF RELATED PARTIES (De
SCHEDULE OF RELATED PARTIES (Details) | Dec. 31, 2022 USD ($) |
Tam Bui [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accrued salaries | $ 262,500 |
Loans | 663,350 |
Henry Fahman [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accrued salaries | 184,296 |
Loans | 366,266 |
Tina Phan [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accrued salaries | $ 278,799 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Dec. 31, 2022 USD ($) |
President, Chief Operating Officer and Secretary [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accrued salaries | $ 90,000 |
CONTRACTS AND COMMITMENTS (Deta
CONTRACTS AND COMMITMENTS (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||
Aug. 16, 2022 USD ($) shares | Aug. 13, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ha | Aug. 03, 2022 USD ($) | Jul. 08, 2022 USD ($) | Jan. 26, 2022 USD ($) | Jan. 18, 2022 | Aug. 10, 2020 USD ($) | |
Annual revenues | $ 5,500,000,000 | ||||||||
Convertible Promissory Note [Member] | |||||||||
Debt conversion original debt amount | $ 950,880 | ||||||||
Purchase and Sales Agreement [Member] | |||||||||
Business acquisition transaction costs | $ 64,125,000 | ||||||||
Purchase And Sale [Member] | |||||||||
Conversion of stock description | The convertible promissory note, which will be guaranteed by Philux Global Group Inc. and carries no interest, will be due and payable 180 days commencing the date of issuance and may be converted into common stock of Philux Global Trade Inc. any time after this subsidiary becomes a publicly traded company in the United States. The conversion price will be 50% of the average closing price during the ten trading-day period ending one trading day prior to the date of conversion | ||||||||
PHILUX Global Funds [Member] | |||||||||
Stock issued during period value new issues | $ 31,998 | ||||||||
PHILUX Global Funds [Member] | March 2018 [Member] | Quang Nam Provincial Government [Member] | |||||||||
Area of land | ha | 200 | ||||||||
PHILUX Global Funds [Member] | December 2020 [Member] | |||||||||
Area of land | ha | 1,000 | ||||||||
PHILUX Global Funds [Member] | December 2020 [Member] | Vietnamese Central Government [Member] | |||||||||
Area of land | ha | 2,600 | ||||||||
Kota Energy Group LLC [Member] | Purchase and Sales Agreement [Member] | |||||||||
Business acquisition transaction costs | $ 15,655,248 | 12,524,469 | |||||||
Kota Construction LLC [Member] | Purchase and Sales Agreement [Member] | |||||||||
Business acquisition transaction costs | $ 64,504,752 | $ 51,600,531 | |||||||
Gulf Cooperation Council [Member] | Partnership Agreement [Member] | |||||||||
Investment owned at fair value | $ 3,000,000,000 | ||||||||
Investment owned percent of net assets | 40% | ||||||||
Tin Thanh Group [Member] | Convertible Promissory Note [Member] | |||||||||
Debt conversion converted instrument shares issued | $ 155,000 | ||||||||
Tristina Lam [Member] | Convertible Promissory Note [Member] | |||||||||
Debt conversion converted instrument shares issued | 100,000 | ||||||||
Steve Truong [Member] | Convertible Promissory Note [Member] | |||||||||
Debt conversion converted instrument shares issued | $ 8,500 | ||||||||
Tecco Group [Member] | |||||||||
Investment ownership percentage | 49% | ||||||||
Agreement of Purchase and Sale [Member] | Five-Grain Treasure Spirits Co., Ltd [Member] | |||||||||
Investment ownership percentage | 70% | ||||||||
Purchase and Sales Agreement [Member] | Kota Energy Group LLC [Member] | |||||||||
Investment ownership percentage | 50.10% | ||||||||
Purchase and Sales Agreement [Member] | Kota Construction LLC [Member] | |||||||||
Investment ownership percentage | 50.10% | ||||||||
Kota Energy Group LLC [Member] | Purchase and Sales Agreement [Member] | |||||||||
Investment ownership percentage | 50.10% | ||||||||
Kota Construction LLC [Member] | Purchase and Sales Agreement [Member] | |||||||||
Investment ownership percentage | 50.10% | ||||||||
Mr Tran Dinh Quyen [Member] | Stock Transfer Agreement [Member] | |||||||||
Investment ownership percentage | 51% | ||||||||
Number of shares acquired | shares | 22,032,000 | ||||||||
Stock issued during period value new issues | $ 60,000,000 | ||||||||
Van Phat Dat Joint Stock [Member] | Purchase and Sales Agreement [Member] | |||||||||
Investment ownership percentage | 51% | ||||||||
Number of shares acquired | shares | 5,100,000 | ||||||||
Stock issued during period value new issues | $ 6,127,895 | ||||||||
Tecco Group [Member] | |||||||||
Contributed amount | $ 156,366.25 | $ 2,000,000 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 74,155,929 | $ 74,155,929 | $ 71,717,973 | ||
Stockhlders equity | 6,881,906 | 6,881,906 | $ 6,543,502 | ||
Net loss | $ 616,943 | $ 10,591,638 | $ 2,437,956 | $ 16,551,808 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Feb. 15, 2023 | Feb. 14, 2023 | Feb. 07, 2023 | Feb. 06, 2023 | Jun. 06, 2022 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||||
Accrued and unpaid interest | $ 339,074 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Investment amount | $ 250,000,000 | |||||
Kota Energy Group LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of restricted shares issued | 155,555,556 | |||||
Number of restricted shares issued | $ 0.0009 | |||||
Convertible Promissory Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt amount | $ 53,750 | |||||
Accrued and unpaid interest | 31,625.62 | |||||
Convertible promissory notes | $ 85,375.62 | |||||
Convertible promissory notes shares | 185,599,174 | |||||
Remaining conversion of convertible promissory notes per share | $ 0 | |||||
Convertible Promissory Note [Member] | Diagonal Lending LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt amount | $ 53,750 | $ 53,750 | ||||
Accrued and unpaid interest | 32,191.10 | 32,191.10 | ||||
Convertible promissory notes | $ 85,941.10 | $ 85,941.10 | ||||
Convertible promissory notes shares | 186,828,478 | 186,828,478 | ||||
Remaining conversion of convertible promissory notes per share | $ 0 | $ 0 |