SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): November 19, 2012
(Exact name of registrant as specified in its charter)
|(State or Other Jurisdiction
7251 W. Lake Mead Blvd., Suite 300,
Las Vegas, NV 89128
(Address of Principal Executive Offices) (Zip Code)
telephone number, including area code)
(Former name or
former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
3.02 Unregistered Sales of Equity Securities
November 19, 2012, PHI Group, Inc. reserved 5,673,327 shares of the Registrant’s $0.001 par value common stock for the declared
special dividend to the Registrant’s shareholders of record as of June 30, 2012. These shares will be distributed to the
eligible shareholders without a restrictive legend upon full and effective registration of the dividend distribution with the
Securities and Exchange Commission.
November 30, 2012, three creditors and one former employee of the Registrant converted a total of $220,079.06 into 81,737 shares
of the Registrant’s $0.001 par value common stock at the conversion price of $2.69 per share.
January 10, 2013, the Registrant issued 3,288,443 shares of its $0.001 par value restricted common stock at the price of $1.5965
per share to the majority shareholder of PT Tambang Sekarsa Adadaya (“TSA”), an Indonesian company, towards the total
agreed price for the Registrant’s purchase of seventy percent of equity interest in TSA.
issuances brought the total number of fully diluted issued and outstanding shares of the Registrant’s common stock as of
January 10, 2013 to 10,934,616.
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.
|Date: January 11, 2013
||/s/ Henry D. Fahman
||Name:Henry D. Fahman
Title: Chairman and CEO