Exhibit 10.1
Profit Corporation Articles of Amendment
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2022
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 001-38255-NY | 90-0114535 | ||
| (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
(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.
I. Amendment to Articles of Domestication to change authorized capital
On January 5, 2022, the Company filed “Profit Corporation Articles of Amendment” – Amendment ID 2022-003528529 - with the Wyoming Secretary of State to amend Article No. 10 of the Company’s Articles of Domestication and change its authorized capital as follows:
“10. Aggregate number of shares or other ownership units which the Corporation has the authority to issue:
Total Authorized Capital:
Sixty Billion (60,000,000,000) shares of Common Stock with a par value of $0.001 per share and Five Hundred Million (500,000,000) shares of Preferred Stock with a par value of $0.001 per share.
The rights and terms associated with the shares of Preferred Stock will be determined by the Board of Directors of the Corporation.”
The Company deemed it to be in the best interests of the Company and its shareholders to amend the capital structure of the Company and change the authorized Common Stock at this time in order to allow for the consummation of contemplated acquisitions of target companies and other transactions that may potentially add significant value to the Company.
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.
| Exhibit No. | Description | |
| 10.1 | Profit Corporation Articles of Amendment filed with the Wyoming Secretary of State on January 05, 2022, Amendment ID 2022-003528529. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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: January 06, 2022
| PHI GROUP, INC. | ||
| (Registrant) | ||
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman, Chairman and CEO | ||
Exhibit 10.1
Profit Corporation Articles of Amendment