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EX-16.1 - PHI GROUP INCex16-1.htm

 

 

 

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): July 25, 2018

 

PHI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada  

001-38255 

  90-0114535

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

5348 Vegas Drive # 237

Las Vegas, NV

 

 

89108

(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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

SECTION 4 – Matters Related to Accountants and Financial Statements

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

a. Effective on July 25, 2018, the independent accountant who was previously engaged as the principal accountant to audit the Registrant’s financial statements, Dave Banerjee, CPA, submitted a letter of resignation as auditor for the Registrant. This accountant’s reports on the financial statements for the past two fiscal years neither contained an adverse opinion or a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope, or accounting principles other than a going concern uncertainty. This account’s decision to resign as auditor for the Registrant was based upon scheduling conflict and its resources and not based upon any issues related to the Registrant’s audit. During the Registrant’s two most recent fiscal years and any subsequent interim periods preceding such resignation, there were no disagreements with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Dave Banerjee, CPA’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Registration’s financial statements. In addition, there were no “reportable events,” as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K, that occurred within the Registrant’s two most recent fiscal years and the subsequent interim period preceding the former accountant’s resignation.

 

Dave Banerjee, CPA’s resignation letter is attached as Exhibit 16.1 to this Form 8-K.

 

b. Effective on July 27, 2018, the accounting firm of DylanFloyd Accounting & Consulting, a PCAOB-registered firm, was engaged to serve as the new independent principal accountant to audit the Registrant’s financial statements for the fiscal year ended June 30, 2018 and to perform interim reviews of the Registrant’s unaudited quarterly financial information for the periods ending September 30, 2018, December 31, 2018 and March 31, 2019. During the Registrant’s two most recent fiscal years, and the subsequent interim period prior to engaging that accountant, neither the Registrant (nor someone on its behalf) consulted the newly engaged accountant regarding either:

 

1. the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that DylanFloyd Accounting & Consulting concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or

 

2. any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Exhibits

 

Exhibit Number   Description
16.1   Letter of Resignation from Dave Banerjee, CPA

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PHI GROUP, INC.  
/s/ Henry Fahman  
Henry Fahman, Chief Executive Officer  
Date: July 30, 2018