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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): December 8, 2023
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: 714-642-0571
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 Material Definitive Agreements
Agreement
for Comprehensive Cooperation dated December 8, 2023 between Eng. Dat Minh Doan and Philux Global Group Inc (a/k/a PHI GROUP, INC.)
On
December 8, 2023, Eng. Dat Minh Doan, an individual (the “Inventor”), and Philux Global Group, Inc. (a/k/a PHI GROUP, INC.)
entered into an Agreement for Comprehensive Cooperation Agreement and agreed to undertake the followings:
1)
Applying the Inventor’s proprietary inventions that are specifically designed to exploit the earth’s available geomagnetic
energy to generate energy and store energy without using an energy storage system (ESS).
2)
Producing and providing generators using the earth’s available geomagnetic energy.
3)
Producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by the earth’s available geomagnetic
energy.
4)
Developing additional multiple new technologies.
The
Parties agree to use Philux Global Energy, Inc., a Wyoming corporation and wholly-owned subsidiary of Philux Global Group, Inc., Registration
Number 2022-001066221, incorporated on January 3, 2022, as the operating company to commercialize energy-related products based on the
proprietary researches and developments of the Inventor.
The
Inventor shall serve as the Chief Technology Officer of Philux Global Energy, Inc. and transfer certain intellectual properties related
to energy generation and energy storage using the earth’s available geomagnetic energy to Philux Global Energy, Inc. to be patented
jointly under the name of the Inventor and Philux Global Energy, Inc. for commercialization.
The
Inventor and the Registrant each will hold fifty percent (50%) of the initial Common Stock of Philux Global Energy, Inc.
Both
the Registrant and the Inventor mutally warrant that the intellectual properties and technologies that have been developed and/or will
have been developed by the Inventor shall never be used for warfare purposes under any circumstances.
The
Registrant also warrants and is committed to taking Philux Global Energy, Inc. (PGE) public in the U.S. Stock Markets, particularly Nasdaq,
within one year or as soon as possible based on PGE’s progress and growth.
The
foregoing description of the Agreement for Comprehensive Cooperation is qualified in its entirety by reference to the full text of said
notice, 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:
December 13, 2023
PHI
GROUP INC.
(n/k/a
PHILUX GLOBAL GROUP, INC.) |
|
| (Registrant) |
|
| |
|
|
| By: |
/s/
Henry D. Fahman |
|
| |
Henry D. Fahman |
|
| |
Chairman and CEO |
|
Exhibit 10.1
Exhibit
99.1
PHI
Group, Inc (n/k/a Philux Global Group Inc.) Signs Agreement with Geomagnetic Expert Eng. Dat Minh Doan to Provide “Pure Energy”
Solutions to Reduce Greenhouse Gas Emissions and Fight Climate Change New
York, Dec. 12, 2023 (GLOBE NEWSWIRE) — PHI Group, Inc. (n/k/a Philux Global Group Inc., www.philuxglobal.com,
PHIL), is pleased to announce that the Company has signed an Agreement for Comprehensive
Cooperation with Eng. Dat Minh Doan, a geomagnetic and quantum physics expert to jointly cooperate in applying Mr. Doan’s proprietary
inventions that are specifically designed to exploit the earth’s available geomagnetic energy to generate “pure energy”
and store energy without using an energy storage system.
According
to the Agreement, both parties agree to use Philux Global Energy, Inc., a Wyoming corporation and wholly-owned subsidiary of Philux Global
Group, Inc., Registration Number 2022-001066221, incorporated January 3, 2022, as the operating company to commercialize energy-related
products based on the results of Eng. Doan’s 40 years of proprietary researches and developments, including producing and providing
generators using the earth’s available geomagnetic energy, producing engines (spaceships, airplanes, ships, cars, trains, motorcycles,
etc.) powered by the earth’s available geomagnetic energy, as well as developing additional multiple new technologies.
Eng.
Doan’s core technologies include Schumann magnetic resonance, utilizing energy from lightning in the ionosphere, natural storage
in the atmosphere as Energy Storage Systems (ESS), acceleration of Muon particles (subatomic particles) in the module, taking advantage
of wave nodes and wave troughs in the process of transmitting energy in the form of multi-frequency impulses.
According
to Eng. Doan, the distinctive advantages of this “Pure Energy” system include: 1) not depending on weather conditions, 2)
does not require much land and/or water surface, 3) no need for large space – system can be compactly packed in two 40-foot containers
for each MW, easy to transport, 4) electromagnetic compatibility with living organisms and humans, no harm effects to the health of humans,
livestock, pets, or vegetation, 5) no waste or greenhouse gas emissions, 6) no heat generation, 7) no noise generation, 8) easy know-how
protection with quantum encryptions, 9) easy to set up virtual power plants by using proprietary modules to coordinate output synchronously,
10) easy to establish wireless power transmission systems with huge capacity without heat loss at close range, suitable setup for two-way
recharging for electric cars.
Eng.
Doan will serve as the Chief Technology Officer of Philux Global Energy, Inc. and transfer intellectual properties related to energy
generation and energy storage using the earth’s available geomagnetic energy to Philux Global Energy, Inc. to be patented jointly
for commercialization. He will hold fifty percent (50%) of the initial Common Stock of Philux Global Energy, Inc.
Both
parties mutally warrant that the intellectual properties and technologies that have been developed and will have been developed by Eng.
Doan shall never be used for warfare purposes under any circumstances. In addition, Philux Global Group, Inc. is committed to spinning
off and listing Philux Global Energy, Inc. in the U.S. Stock Markets, particularly Nasdaq, within one year or as soon as possible based
on the progress and growth of this subsidiary.
Eng.
Doan stated: “We look forward to cooperating with Philux Global Group to carry out our vision for a green planet, to keep Mother
Earth still green, like its history 4.5 billion years ago and to fulfill our mission by contributing significantly to the COP28 global
emissions reduction agreement.”
Henry
Fahman, Chairman and Chief Executive Officer of Philux Global Group, Inc., concurred: “We are delighted to partner with Eng. Doan
in this destined bond to deliver breakthrough “pure energy” solutions that should bring very significant long-term benefits
to the global community as well as our shareholders, investors and all other stakeholders.”
About
Eng. Dat Minh Doan
Engineer
Dat Minh Doan, a graduate of Phu Tho University (n/k/a Polytechnic University of Ho Chi Minh City, Vietnam), initially studied quantum
physics under Prof. Lieu Sanh Oanh Liet, Ph.D., and has spent 40 years of study, research and development, especially in geomagnetic
energy, quantum physics and particle physics. He is an expert in applying Schumann magnetic resonance, energy from lightning in the ionosphere,
natural storage in the atmosphere as Energy Storage Systems (ESS), acceleration of Muon particles (subatomic particles) in the module,
and taking advantage of wave nodes and wave troughs in the process of transmitting energy in the form of multi-frequency impulses to
create “pure energy.”
About
PHI Group
PHI
Group (n/k/a Philux Global Group Inc., www.philuxglobal.com, PHIL) primarily focuses on PHILUX Global Funds, a group of Luxembourg
bank funds organized as “Reserved Alternative Investment Fund” (“RAIF”) (www.philuxfunds.com), and developing
the Asia Diamond Exchange (“ADE”) in conjunction with the proposed International Financial Center in Vietnam. The Company
also engages in mergers and acquisitions and invests in attractive businesses that have large, growing market potential and select special
situations that may substantially enhance long-term shareholder value.
Safe
Harbor Act and Forward-looking Statements
This
news release contains “forward-looking statements” pursuant to the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and
are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will”
or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected,”
which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially
from those projected in the forward-looking statements as a result of various factors.
Contact:
Philux
Global Group Inc., (f/k/a PHI Group, Inc.)Email: info@philuxglobal.com
Phone:
+1-714-642-0571
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