PHI Group Inc (PHIL)

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Item 3.02 Unregistered Sales of Equity Securities



On March 28, 2016, Henry Fahman, Chairman and Chief Executive Officer of the Company, converted $1,000,000 of debts into 2,688,172 shares of restricted common stock of the Company at the conversion price of $0.372 per share.



On March 28, 2016, Tam Bui, an independent director and Chairman of the Company’s Audit Committee, converted $276,500 of principal loan amounts and $76,850 of accrued and unpaid interest amounts, totaling $353,350, into 949,866 shares of restricted common stock of the Company at the conversion price of $0.372 per share.



On March 28, 2016, Natalie Bui, the spouse of Tam Bui, converted $384,090.50 of principal loan amounts into 1,032,502 shares of restricted common stock of the Company at the conversion price of $0.372 per share.



The above-mentioned conversions and issuances of restricted common stock of the Company were effectuated pursuant to the resolutions of the Company’s Board of Directors effective March 12, 2012, extended on June 6, 2012 to July 31, 2012, and then re-approved November 2, 2012, allowing creditors of the Company to convert any or all of their outstanding indebtedness and accrued and unpaid interest thereof into shares of common stock of PHI Group, Inc. by relying on the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided by Section 4(2) of the Act and/or by Rule 506 of Regulation D promulgated thereunder.



These above-mentioned issuances brought the total number of issued and outstanding shares of the Company’s common stock as of April 5, 2016 to 14,459,001.

https://www.sec.gov/Archives/edgar/data/704172/000149315216008642/form8-k.htm