Correspondence 0001493152-25-004765 from PHI GROUP INC (PHIL) (CIK 0000704172) (PHIL)
PHI GROUP INC (PHIL) (CIK 0000704172)
Date: Feb. 4, 2025 · CIK: 0000704172 · Accession: 0001493152-25-004765
AI Filing Summary & Sentiment
File numbers found in text: 001-38255
Referenced dates: January 13, 2025
Letter
Office of Trade & Services Division of Corporation Finance PHI Group, Inc. Form 10-K for Fiscal Year Ended June 30, 2024 Form 10-K for Fiscal Year Ended June 30, 2023 File No. 001-38255
Dear Sir:
Thank you for your letter dated January 13, 2025 and our telephone calls regarding Form 10-K’s for the fiscal years mentioned above.
Below please find our responses to your comments:
Form 10-K for Fiscal Year Ended June 30, 2024
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 16
1. The disclosure controls and procedures conclusion should have been dated as of June 30, 2024 instead of 2023. We will revise this item and correct the typographical error in the amended filing.
Report of Independent Registered Public Accounting Firm, page F-1
2. Missing audit reports
2.a. Due to extremely difficult circumstances we were unable to obtain the audit reports from our independent registered public accounting firm. We will amend the filings to include audit reports for both fiscal years.
2.b. We had engaged M.S. Madhava Rao, a PCAOB registered independent registered public accounting firm, to perform an audit of our financial statements and provide a written report on those statements. However, the audits were not complete and an audit report was not issued by M.S. Madhava Rao. We communicated with M.S. Madhava Rao and informed them that we wanted to file the 10-K for the fiscal periods without their audit report and their response was that we could choose to do so but it would not be their responsibility. The reason we included their information before the audit report placeholder page because it was our plan to obtain the completed audit report from them and amend the filings to include such audit report.
We have communicated with M.S. Madhava Rao regarding these matters and will amend both filings to include the audit report for each period. We will take corrective measures to ensure the accuracy and adequacy of our disclosures.
Thank you very much for your kind assistance.
Respectfully
yours,
/s/
Henry D Fahman
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PHI
GROUP, INC.
17011
Beach Blvd., Suite 900
Huntington
Beach, CA 92647
Tel:
+1-714-642-0571; Email: henry@philuxglobal.com
February
3, 2025
Mr.
Stephen Kim
Office
of Trade & Services
Division
of Corporation Finance
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
PHI
Group, Inc.
Form
10-K for Fiscal Year Ended June 30, 2024
Form
10-K for Fiscal Year Ended June 30, 2023
File
No. 001-38255
Dear
Sir:
Thank
you for your letter dated January 13, 2025 and our telephone calls regarding Form 10-K’s for the fiscal years mentioned
above.
Below
please find our responses to your comments:
Form
10-K for Fiscal Year Ended June 30, 2024
Item
9A. Controls and Procedures
Disclosure
Controls and Procedures, page 16
1.
The disclosure controls and procedures conclusion should have been dated as of June 30, 2024 instead of 2023. We will revise this item
and correct the typographical error in the amended filing.
Report
of Independent Registered Public Accounting Firm, page F-1
2.
Missing audit reports
2.a.
Due to extremely difficult circumstances we were unable to obtain the audit reports from our independent registered public accounting
firm. We will amend the filings to include audit reports for both fiscal years.
2.b.
We had engaged M.S. Madhava Rao, a PCAOB registered independent registered public accounting firm, to perform an audit of our financial
statements and provide a written report on those statements. However, the audits were not complete and an audit report was not issued
by M.S. Madhava Rao. We communicated with M.S. Madhava Rao and informed them that we wanted to file the 10-K for the fiscal periods without
their audit report and their response was that we could choose to do so but it would not be their responsibility. The reason we included
their information before the audit report placeholder page because it was our plan to obtain the completed audit report from them and
amend the filings to include such audit report.
We
have communicated with M.S. Madhava Rao regarding these matters and will amend both filings to include the audit report for each period.
We will take corrective measures to ensure the accuracy and adequacy of our disclosures.
Thank
you very much for your kind assistance.
Respectfully
yours,
/s/
Henry D Fahman
Henry
D. Fahman
President
and Chief Executive Officer