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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): June 27, 2024
PHI
GROUP, INC.
(n/k/a
PHILUX GLOBAL GROUP INC.‚
(Exact
name of registrant as specified in its charter)
| Wyoming |
|
001-38255-NY |
|
90-0114535 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 2323
Main Street, Irvine, CA |
|
92614 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 714-793-9227
N/A
(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 (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
PHIL |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. ☐
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
June 27, 2024, Dr. D’ORLEANS DE FRANCE BENEDICT CARL WILLIAM (a/k/a BEN CARL SMET), an individual, with principal
residence addresses in Schindellegi-Feusisberg, Switzerland, and in Cutsdean, Cheltenham, United Kingdom (hereinafter referred as
the “Consultant” and PHI GROUP INC. (/n/k/a PHILUX GLOBAL GROUP INC.), a corporation duly organized under the laws of
the state of Nevada, and re-domiciled under the laws of the State of Wyoming U.S.A., with registered principal business address at N
30 Gould Street, Suite R, Sheridan, WY 82801, represented by Mr. Henry D. Fahman, its Chairman and Chief Executive Officer,
hereinafter referred to as “PGG or “the Registrant,” signed a Business Development and Structuring Consultancy
Agreement and agreed to undertake the followings:
RECITALS
WHEREAS,
the Company has been desirous of a establishing a compartmentalized regulated/unregulated Bank Fund (RAIF) in Luxembourg, the Asian Diamond
Exchange and the International Financial Center in Vietnam.
WHEREAS,
the Company entered into a business structuring contract and Luxembourg Bank Fund set-up contract with the Consultant in Luxembourg on
November 30, 2017 and an additional contract (containing additional fee contributions to the Consultant) between the parties on October
4, 2018 in Hanoi, Vietnam.
The
content of the contracts was the establishing of a compartmentalized regulated/unregulated Luxembourg Bank Fund (RAIF) and following
this the set-up and establishing of the Asian Diamond Exchange for rough and polished diamond trade and the reconsolidating of the lab-grown
diamond industry in Vietnam.
In
a first instance, and in collaboration with the Chu Lai Free Economic Zone in Quang Nam Province, Vietnam, all was organized and paid
for by the Consultant in order to start the operation on May 15, 2018. Numerous efforts and the establishing of expert teams, headed
by the Consultant were done to make this venture happen.
After
DLP Law Firm was paid and with complete financial interventions by and financial backing, funding and guarantees done by the Consultant,
the Luxembourg Bank Fund PHILUX GLOBAL FUNDS, SCA, SICAV- RAIF was established and delivered on May 20, 2020 and the full approval of
the Fund was certified by the Luxembourg Bank Regulator (the ‘CSSF’) and on May 22, 2020.
The
Consultant has been leading full-time a group of experts for the setup of the Asian Diamond Exchange (“ADE”) since January
2018. All costs thereto were advanced and paid by the Consultant from 2018 up till now and fractional reimbursements for costs have been
obtained from the Company.
The
Consultant has brought together the 11 main trading players in the rough diamond industry to come to Vietnam. He has established a partnership
with the biggest player in the rough trading and polishing group and other main international diamond trading groups have also joined
the overall venture.
Furthermore,
together with the groups, a full Kimberly Process Certification Scheme (KPC) to prevent ‘conflict diamond’ trading was established
and is aligned from time to time. Also, the new lab grown diamond KPC scheduling is already implemented. A unique and KPC approved structure
has been established where under the PHI Vietnam umbrella, in collaboration with KPC Mumbai, India, a “Public-Private-Partnership”
(PPP) was established in which the Vietnamese authorities would hold 15% and PHI or its local corporate entity would hold 85% of the
voting rights. For the lab grown diamond segment, this has been planned in the Chu Lai Free Economic Zone and for the Rough and Polished
Diamond Parcel Trade, this is being planned on Thanh Da Peninsula, Ho Chi Minh City, Vietnam.
PHI
took the decision to move the greater part of the ADE rough and polishing venture, first to an Industrial Zone to be established close
to the new international Airport in Long Thanh District, Dong Nai Province, Vietnam and this year to the Thanh Da Island, which is 5
km from the center of Ho Chi Minh City. This location change has caused the entire KPC Process and administration to be adapted and redone
with renewed financial input, mostly carried by the Consultant.
A
rough diamond trading export flow to Vietnam was negotiated and concluded by the Consultant with the Dubai Multi-Commodities Center (DMCC)
and Dubai Diamond Exchange. It is the Consultant who also set up and established the Dubai Diamond Exchange in 2002-2005.
In
2023, an international diamond trading platform was created by the Consultant to unify the trading efforts of three major international
trading groups with the advice and counsel thereto by the senior board member of the largest group.
Together
with the afore-mentioned board member of the largest group, the Consultant has also covered the financial backbone of the diamond trading
venture via the setup of a financial institution in Botswana. It is the intention of the Consultant to donate and transfer 50% of his
own voting shares of the institution to PHI the moment all budgets for the venture are arranged by PHI and all financial obligations
and reimbursements by PHI to him are met. It is the intention of the parties involved to establish a subsidiary of the financial institution
in the ADE Vietnam and have local banking partners join this initiative.
The
Consultant has also established a collaboration partnership with the Antwerp Diamond Exchange (Belgium), the Dubai Diamond Exchange and
the Tel-Aviv Diamond Exchange for the ADE.
Recently,
the Consultant has started a structuring project, in order for PHI to set up and establish an International Financial Center on the Thanh
Da Peninsula, Ho Chi Minh City, Vietnam in connection with the Asian Diamond Exchange. This will be similar as what the Consultant has
established successfully for Dubai in 2002-2005 and this now incorporating the international changes of the last decade.
Once
PHI has effectuated all budgeting and all financial requirements and obligations, the ongoing process will effectively materialize, and
the Consultant then shall transfer the entire venture to PHI.
NOW
THEREFORE, in consideration of the terms, promises, conditions and mutual covenants herein contained, and each intending to be legally
bound hereby, the Consultant and Company are parties to this Agreement and agree as follows:
A. Business Development and Structuring Consultancy Services. The Consultant has provided and will continue to provide the business development and structuring consulting services mentioned in the foregoing Recitals and any other services that may be required to assist the Company to plan, design, develop, establish, and operate the Asian Diamond Exchange and International Financial Center in Vietnam. In particular:
The
Consultant will continue to:
1. Undertake
and establish the maintenance of all agreed diamond groups for participating and coming over to the PHI venture in Vietnam on the aforementioned
location;
2. Maintain
all established contacts with the main operational worldwide diamond trading platforms and after all legal requirements and financial
budgets are in place by PHI (the Company);
3. Secure the Vietnamese KPC requirements when all under ‘2.’ is established and secured;
4. Continue
and endeavor to maintain all world-level diamond player involvements and secured participations with all relevant groups when all under
‘2.’ is secured and established;
5. Continue
to advise and inform PHI (The Company) of all steps taken and all next steps to be taken to make the ADE and the planned financial center
a success;
6. Etc.
B. Purpose of Engagement. The Company is desirous of achieving the above-mentioned objectives to enable it to implement its business plan. The engagement will be on an exclusive basis.
C. Term of Engagement/Termination. The term of our engagement hereunder shall be for a period of five (5) years (“Engagement Period”) commencing the date of the signing of this Agreement. During the term of this agreement:
| 1. | The
Company will have the right to terminate (the “Termination”) the Consulting Service
Agreement by providing 60 days prior written notice to Consultant. |
| | | |
| 2. | The
Consultant will have the right to terminate the Consulting Service Agreement by providing
60 days prior written notice to Company. |
D. Compensation and Payment. Both parties agree that the Company shall pay the Consultant a total of Twenty-Five Million U.S. Dollars (USD 25,000,000) for the services that have been rendered in the Recitals and those to be rendered as set forth in Article A above. The schedule of compensation payments shall be mutually agreed upon by both Parties by private agreement.
The
Parties hereto have executed this Business Development and Structuring Consultancy Agreement by their authorized representatives as of
the date first above written. This Agreement shall be effective upon signing and shall terminate in writing by the Parties.
The
foregoing description of the nature and essential points of the Business Development and Structuring Consultancy Agreement dated June
27, 2024 between Dr. D’ORLEANS DE FRANCE BENEDICT CARL WILLIAM (a/k/a BEN CARL SMET) and PHI Group, Inc. (n/k/a Philux Global Group
Inc.) is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
SECTION
9 – FINANCIAL STATEMENTS AND EXHBITS
Item
9.01 Financial Statements and Exhibits
The
following is a complete list of exhibit(s) filed as part of this Report.
Exhibit
number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.
SIGNATURE
Pursuant
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.
Dated:
July 8, 2024
PHI
GROUP, INC.
(a/k/a
Philux Global Group, Inc.) |
|
| (Registrant) |
|
| |
|
| By:
|
/s/
Henry D. Fahman |
|
| |
Henry
D. Fahman |
|
| |
Chairman
and CEO |
|
Exhibit 10.1
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PHI (PK) (USOTC:PHIL)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
PHI (PK) (USOTC:PHIL)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
