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): June 30, 2020
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
|2323 Main Street, Irvine, CA||92614|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: 702-475-5430
5348 Vegas Drive # 237, Las Vegas, NV 89108
(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 (see General Instruction A.2. below):
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of exchange on which registered|
|Common Stock||PHIL||OTC Markets|
SECTION 7 – REGULATION FD DISCLOSURE
Item 7.01 Regulation FD Disclosure
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’ for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
A. Corporate Resolution to Withdraw Registration with the State of Nevada and Dissolve Corporation.
On June 29, 2020, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following resolutions in lieu of a meeting:
“BE IT RESOLVED that this Company file a Certificate of Dissolution with the Nevada Secretary of State to cease its corporate registration and dissolve the Company in the State of Nevada, effective June 18, 2020.
FURTHER RESOLVED that the Company maintain its corporate registration with the State of Wyoming and operate as a Wyoming corporation henceforth.”
B. Certificate of Dissolution/Withdrawal Profit Corporation from Nevada Secretary of State.
On June 30, 2020, the Company filed a Certificate of Dissolution/Withrawal with the Nevada Secretary of State to cease its corporate registration and dissolve the Company in the State of Nevada. A Certificate of Dissolution/Withdrawal was issued by the Nevada Secretary of State on June 30, 2020, Filing number 20200754868.
SECTION 9 – FINANCIAL STATEMENTS AND EXHBITS
Item 9.01 Financial Statements and Exhibits
The following is a complete list of exhibit(s) filed as part of this report.
Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 30, 2020
|PHI GROUP, INC.|
|By:||/s/ Henry D. Fahman|
|Henry D. Fahman|
|Chairman and CEO|
WRITTEN CONSENT OF DIRECTORS.
TO CORPORATE ACTION WITHOUT MEETING
OF PHI GROUP, INC.
The undersigned, Tam Bui, Henry Fahman, and Frank Hawkins are the only members of, and, therefore, constitute the Board of Directors of PHI GROUP, INC., a corporation originally incorporated in the State of Nevada on June 08, 1982 and domesticated in the State of Wyoming on September 20, 2017 (the “Company”), and by their signatures below, hereby approve the following resolutions and consent to their adoption, in lieu of a meeting on this 29th day of June 2020.
WHEREAS, on September 20, 2017 the Company filed the “Foreign Profit Corporation Articles of Domestication” with the Secretary of State of Wyoming to redomicile the Company according to the laws of Wyoming, ID Number 2017-000769478;
WHEREAS, it deems to be in the best interests of the Company and its shareholders to maintain its corporate registration with the State of Wyoming to reduce costs and burden;
NOW, THEREFORE, BE IT RESOLVED that this Company file a Certificate of Dissolution with the Nevada Secretary of State to cease its corporate registration and dissolve the Company in the State of Nevada, effective June 18, 2020.
FURTHER RESOLVED that the Company maintain its corporate registration with the State of Wyoming and operate as a Wyoming corporation henceforth.
FURTHER RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.
By their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.
Dated: June 29, 2020
|/s/ Tam Bui||/s/ Henry D. Fahman|
|Tam Bui, Director||Henry D. Fahman, Director|
|/s/ Frank Hawkins|
|Frank Hawkins, Director|
NEVADA SECRETARY OF STATE
CERTIFICATE OF DISSOLUTION/WITHDRAWAL