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gemmerling

06/25/21 8:51 PM

#70758 RE: sewer182 #70740

Based on past dilution Henry needed enough shares authorized incase he needed to issue restricted shares for future acquisitions and for additional converted shares. Since dilution is over and Henry doesn't need to worry about additional shares converted, he can decrease the amount of shares after the stock buyback to a reasonable level. Henry issued restricted stock a few weeks back most likely for a deal he was working on. Since it appears based on the buyback filing Henry intends to buyback over 15 billion shares, he should reduce the AS to a level he feels comfortable with where he still has room to authorize restricted stock for future mergers and acquisitions. A company will always give a reason why they are increasing or decreasing their shares in a filing like the one below.

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 “Corporation”), and by their signatures below, hereby approve the following resolutions and consent to their adoption, in lieu of a meeting on this 17th day of June 2020.

WHEREAS, , it deems to be in the best interests of the Company and its shareholders to further amend the capital structure of the Company in order to allow for potential acquisitions of target companies and other transactions with authorized capital stock of the Company;

WHEREAS, on June 17, 2020, the Company’s shareholders, casting 18,049,544,713 votes out of 31,212,408,755 eligible votes from all the issued and outstanding Common Stock and Class B Series I Preferred Stock of the Company and thereby representing 57.83 % of the total eligible votes, voted in favor of amending Article 10 of the Articles of Domestication of this Company with respect to the authorized capital of the Company and the designations of the Company’s Preferred Stock;

NOW, THEREFORE, BE IT RESOLVED that this Corporation amend Article 10 of the Articles of Domestication to read as follows:

“ARTICLE NUMBER 10”

10. Aggregate number of shares or other ownership units which the Corporation has the authority to issue:

TOTAL AUTHORIZED CAPITAL:

Forty billion (40,000,000,000) 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.”

FURTHER RESOLVED that this Corporation’s authorized Preferred Stock be designated as follows:

https://www.otcmarkets.com/filing/html?id=14248431&guid=mGeUkW3a1BqHzyh