Current Report Filing (8-k)
January 05 2018 - 8:31AM
Edgar (US Regulatory)
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): December 18, 2017
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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002-78335-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas
Drive # 237 Las
Vegas,
NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 702-475-5430
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)
[ ] 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)).
Item
1.01. Entry Into a Material Definitive Agreement.
On
December 18, 2017, PHI Group, Inc. (the “Company”), entered into a Memorandum of Understanding (“MOU”)
with SC Z.I.O.S. SRL, a Romanian company, to develop an industrial park in Transylvania, Romania.
According
to the MOU, PHI Group will cooperate with the owner of SC Z.I.O.S SRL to develop, build and operate a gas-fired power plant and
a greenhouse over the ZIOS land parcel and water park adjacent to it.
The
Company is committed to investing or causing to be invested the required capital to finance the building of a minimum 10-MW gas-fired
power plant (renewable energy with steam processing plant), the building of a minimum 10-hectares of greenhouse and investing
20 million Euros in a water park and health retreat wellness resort taking advantage of the salt lakes adjacent to the ZIOS land
parcel.
Both
parties agree to accept the value of the ZIOS land parcel to be equivalent to seven (7) million Euros and acknowledge that ZIOS
currently has a debt of 1.4 million Euros on its books.
The
owner of SC Z.I.O.S. SRL agrees to contribute 3.5 million Euros from value of the ZIOS land parcel toward the total capitalization
to develop, build and operate the gas-fired power plant, the greenhouse and the water park and will hold a proportionate percentage
of ownership in the entity that owns these projects based on the total capitalization amount during the first two years.
PHI
Group agrees to pay or cause to be paid to owner of SC Z.I.O.S. SRL two (2) million Euros after the all required approvals and
permits are granted by the pertinent Romanian governmental authorities to build the gas-fired power plant, the greenhouse and
the water park. This sum of money and the payment of 1.4 million Euros to the Z.I.O.S. creditor will come from the structured
financing in connection with the capitalization for these projects, unless agreed otherwise by the pertinent parties afterwards.
In addition, the balance of 1.5 million Euros will be paid to the owner of SC Z.I.O.S. SRL over a period of 5 years based on cash
flow milestones from operations.
The
Company and SC Z.I.O.S. SRL will proceed towards the signing of a definitive agreement to consummate the transactions mentioned
herein between the two parties by the end of January 2018 or as soon as possible.
The
foregoing description of the Memorandum of Understanding between PHI Group, Inc. and SC Z.I.O.S. SRL dated December 18, 2017 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
January 5, 2018
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PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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