SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 25, 2018
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
5348 Vegas Drive # 237
Las Vegas, NV
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (702) 475-5430
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
a. Effective on July 25, 2018, the independent accountant who was previously engaged as the principal accountant to audit the Registrant’s financial statements, Dave Banerjee, CPA, submitted a letter of resignation as auditor for the Registrant. This accountant’s reports on the financial statements for the past two fiscal years neither contained an adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles other than a going concern uncertainty. This account’s decision to resign as auditor for the Registrant was based upon scheduling conflict and its resources and not based upon any issues related to the Registrant’s audit. During the Registrant’s two most recent fiscal years and any subsequent interim periods preceding such resignation, there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Dave Banerjee, CPA’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Registration’s financial statements. In addition, there were no “reportable events,” as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K, that occurred within the Registrant’s two most recent fiscal years and the subsequent interim period preceding the former accountant’s resignation.
Dave Banerjee, CPA’s resignation letter is attached as Exhibit 16.1 to this Form 8-K.
b. Effective on July 27, 2018, the accounting firm of DylanFloyd Accounting & Consulting, a PCAOB-registered firm, was engaged to serve as the new independent principal accountant to audit the Registrant’s financial statements for the fiscal year ended June 30, 2018 and to perform interim reviews of the Registrant’s unaudited quarterly financial information for the periods ending September 30, 2018, December 31, 2018 and March 31, 2019. During the Registrant’s two most recent fiscal years, and the subsequent interim period prior to engaging that accountant, neither the Registrant (nor someone on its behalf) consulted the newly engaged accountant regarding either:
1. the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that DylanFloyd Accounting & Consulting concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or
2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).
Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
|16.1||Letter of Resignation from Dave Banerjee, CPA|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|PHI GROUP, INC.|
|/s/ Henry Fahman|
|Henry Fahman, Chief Executive Officer|
|Date: July 30, 2018|
July 25, 2018
The Audit Committee,
Attn: Mr. Tam Bui,
PHI Group, Inc.,
5348 Vegas Drive, # 237
Las Vegas, NV 89108
Subject: Resignation as auditor for firm.
Dear Sir, Madam,
Pursuant to our conversation, we are providing notice that we plan to resign as the assigned auditor for your firm for the pending June 30, 2018 certified audit and 10K.
As explained, the decision is based upon scheduling conflict and firm resources and not based upon any issues related to your firm’s audit.
Please arrange for the filing of a 8K for this notice.
Dave Banerjee CPA