Form 10-Q PHI GROUP INC For: Mar 31

 

Exhibit No. 21.1

 

SUBSIDIARIES OF REGISTRANT

 

As of May 23, 2022, the Company has the following subsidiaries:

 

1)	PHILUX Global Funds SCA, SICAV-RAIF, a Luxembourg corporation
	Percentage of ownership: 100%
	Business activity: Luxembourg master fund.
2)	PHI Luxembourg Development SA, a Luxembourg corporation
	Percentage of ownership: 100% owned by PHI Group, Inc.
	Business activity: mother holding company for Luxembourg bank funds.
3)	PHI Luxembourg Holding SA, a Luxembourg corporation
	Percentage of ownership: 100% owned by PHI Luxembourg Development SA.
	Business activity: holding company for participating shares in sub-funds of PHILUX Global Funds.
4)	PHILUX Global General Partner SA, a Luxembourg corporation
	Percentage of ownership: 100%
	Business activity: holding management shares in PHILUX Global Funds.
5)	PHILUX Capital Advisors, Inc., a Wyoming corporation
	Percentage of ownership: 100%
	Business activity: Management and M&A consulting services.
6)	PHI Vietnam Investment & Development Co., Ltd., a Vietnamese limited liability company
	Percentage of ownership: 100%
	Business activity: consulting services.
7)	Asia Diamond Exchange, Inc., a Wyoming corporation
	Percentage of ownership: 100%
	Business activity: holding company for the Asia Diamond Exchange to be established in Vietnam.
8)	Vinafilms International, Inc., a Wyoming corporation
	Percentage of ownership: 100%
	Business activity: holding company for the acquisition of Vinafilms Co., a Vietnamese company.
9)	American Pacific Resources, Inc., a Wyoming corporation
	Percentage of ownership: 100%
	Business activity: holding company for mineral and natural resources business.
10)	PHIVITAE Healthcare, Inc., a Wyoming corporation
	Percentage of ownership: 100%
	Business activity: medical and healthcare business.
11)	CO2-1-0 (CARBON) CORP., a Wyoming corporation
	Percentage of ownership (to be determined)
	Business activity: environmental management.
12)	Empire Spirits, Inc., a Nevada corporation
	Percentage of ownership (to be determined)
	Business activity: beverage.
13)	PHILUX Global Energy, Inc.
	Percentage of ownership (100%)
	Business activity: to serve as holding company for 50.10% equity ownerships in Kota Construction LLC and Kota Energy Group LLC.
14)	PHILUX Global Advisors, Inc.
	Percentage of ownership (100%)
	Business activity: to be registered with the Securities and Exchange Commission as a Registered Investment Adviser to serve as the investment advisor to PHILUX Global Funds.

 

 

Exhibit 31.1

 

Certification of Principal Executive Officer

Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)

of the Securities Exchange Act of 1934, as amended

 

I, Henry Fahman, Principal Executive Officer of PHI Group, Inc., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of PHI Group, Inc. for the quarter ended March 31, 2022;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in Form 10-Q for the period ended March 31, 2022, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in the referenced Form 10-Q and in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

PHI GROUP, INC.

 

/s/ Henry Fahman
Henry Fahman, Principal Executive Officer
Dated: May 23, 2022

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Henry D. Fahman, Acting Principal Financial Officer, PHI Group, Inc., certify that:

 

1. I have reviewed the quarterly report on Form 10-Q of PHI Group, Inc. for the quarter ended March 31, 2022;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in Form 10-Q for the period ended March 31, 2022, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in the referenced Form 10-Q;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:	May 23, 2022	By:	/s/ Henry D. Fahman
			Henry D. Fahman
			Acting Chief Financial Officer
			(Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002

 

In connection with the Quarterly Report of PHI Group, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Henry D. Fahman, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

	1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 23, 2022

 

By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chief Executive Officer

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002

 

In connection with the Quarterly Report of PHI Group, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Henry D. Fahman, Acting Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

	1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 23, 2022

 

By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Acting Chief Financial Officer

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Walgreens Launches Gene and Cell Services as Part of Newly Integrated Walgreens Specialty Pharmacy Business
• ImmunityBio Announces Positive Overall Survival Results of Anktiva Combined With Checkpoint Inhibitors in Non-Small Cell Lung Cancer; Meeting Scheduled with FDA to Discuss Registration Path for ANKTIV
• The Puerto Rico Financial Services Forum Returns: Pioneering Trends in International Banking and Insurance Centers