SecProbe.io

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 March 12, 2025

Henry D. Fahman
President and Chief Executive Officer
PHI Group, Inc.
17011 Beach Blvd, Suite 900
Huntington Beach, CA 92614

 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 Henry D. Fahman:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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CORRESP
1
filename1.htm

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

January 13, 2025
Henry D. Fahman
President and Chief Executive Officer
PHI Group, Inc.
17011 Beach Blvd, Suite 900
Huntington Beach, CA 92614
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 Henry D. Fahman:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2024
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 16
1.We note your disclosure controls and procedures conclusion is dated as of June 30,
2023 rather than 2024. Please revise.
Report of Independent Registered Public Accounting Firm, page F-1
Please address the following:
•An audit report from an independent registered public accounting firm is missing
for both fiscal years 2024 and 2023. Please amend both filings to include the audit
report.
You included the information of M.S. Madhava Rao, a PCAOB registered
independent registered public accounting firm, before the audit report placeholder
page (i.e. page F-1). We note that M.S. Madhava Rao issued an audit report for
the fiscal year 2022 Form 10-K. However, it appears that M.S. Madhava Rao did •2.

January 13, 2025
Page 2
not file any Form APs with the PCAOB for fiscal years 2024 and 2023 suggesting
that there were no audits of your company performed by M.S. Madhava Rao.
Please tell us why you included the information of M.S. Madhava Rao in the
filings.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services