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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): July 5, 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
July 5, 2024, Dr. D’ORLEANS DE FRANCE BENEDICT CARL WILLIAM (f/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 for the Development and Establishment of an International
Financial Center in Vietnam and agreed to undertake the followings:
RECITALS
WHEREAS,
the Company has been desirous of establishing an integrated Asian Diamond Exchange and International Financial Center in Vietnam.
WHEREAS,
the Consultant has been leading full-time a group of experts since January 2018 for the setup of the Asian Diamond Exchange (“ADE”)
in Vietnam for the Company and has entered into a separate Business Development and Structuring Consultancy Agreement with the Company
for this Asian Diamond Exchange project.
WHEREAS,
recently, the Consultant has started a structuring project, in order for the Company to set up and establish an International Financial
Center on the Thanh Da Peninsula, Ho Chi Minh City, Vietnam in conjunction with the afore-mentioned Asian Diamond Exchange project. This
will be similar as what the Consultant has established successfully for Dubai in 2002-2005 and is now incorporating the international
changes of the last two decades together with combined information and data from another leading international financial center in Europe.
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 successfully plan, design, develop, establish,
and operate the International Financial Center in Vietnam. |
The
Consultant will continue to advise, assign, undertake, execute and implement, as the case may be, all the next necessary steps to be
taken to make the International Financial Center in Vietnam a success, which involves a comprehensive set of key requirements spanning
legal, regulatory, infrastructural, and strategic aspects as outlined below:
I.
|
Legal
and Regulatory Framework |
|
1.
|
Robust
Legal System: A transparent and reliable legal system that enforces contracts and property rights effectively. |
|
|
|
|
2.
|
Effective
Regulatory Environment: A regulatory framework aligned with international standards that ensures fair and efficient market operations. |
|
|
|
|
3.
|
Favorable
Tax Policies: Competitive tax regimes, including low corporate taxes, double taxation treaties, and incentives for foreign investors. |
|
|
|
|
4.
|
AML
and CTF Compliance: Strong anti-money laundering (AML) and counter-terrorist financing (CTF) measures in place, compliant with
global standards. |
II.
|
Economic
and Financial Stability |
|
1.
|
Macroeconomic
Stability: A stable economic environment with low inflation, sustainable public debt, and consistent economic growth. |
|
|
|
|
2.
|
Sound
Financial Sector: A diverse and well-regulated financial services sector, including banking, insurance, asset management, and
fintech. |
|
|
|
|
3.
|
Developed
Capital Markets: Liquid and efficient capital markets offering a range of investment instruments. |
|
1.
|
High-Quality
Physical Infrastructure: Modern office spaces, reliable utilities, and efficient transportation networks. |
|
|
|
|
2.
|
Advanced
Technological Infrastructure: Robust IT and telecommunications infrastructure, supporting digital transactions and cybersecurity. |
|
|
|
|
3.
|
International
Connectivity: Excellent connectivity through international airports, seaports, and internet. |
|
1.
|
Skilled
Workforce: Access to a highly educated and skilled workforce, particularly in finance, law, and technology. |
|
|
|
|
2.
|
Ongoing
Professional Development: Continuous training and development programs to keep the workforce competitive. |
|
|
|
|
3.
|
High
Quality of Life: High standards of living, healthcare, education, and social amenities to attract and retain international talent. |
|
1.
|
Effective
Regulatory Bodies: Independent and efficient regulatory authorities overseeing financial activities and ensuring compliance. |
|
|
|
|
2.
|
Presence
of Major Financial Institutions: Establishment of key international banks, insurance companies, asset managers, and professional
services firms. |
|
|
|
|
3.
|
Supportive
Professional Services: Availability of legal, accounting, consulting, and other professional services. |
VI.
|
Political
and Social Stability |
|
1.
|
Political
Stability: A stable and predictable political environment. |
|
|
|
|
2.
|
Good
Governance: High levels of transparency, accountability, and ethical practices in both public and private sectors. |
|
|
|
|
3.
|
Cultural
Openness: A welcoming environment for international businesses and professionals, promoting diversity and inclusivity. |
VII.
|
Strategic
Positioning |
|
1.
|
Global
Integration: Active participation in international financial networks and adherence to global financial standards. |
|
|
|
|
2.
|
Market
Access: Easy access to regional and international markets. |
|
|
|
|
3.
|
Effective
Branding and Promotion: Strong marketing strategies to position the IFC as a leading global financial hub. |
VIII.
|
Risk
Management and Compliance |
|
1.
|
Robust
Risk Management: Comprehensive risk management frameworks to handle financial, operational, and systemic risks. |
|
|
|
|
2.
|
Compliance
Mechanisms: Efficient systems to ensure adherence to local and international regulations and standards. |
IX.
|
Innovation
and Sustainability |
|
1.
|
Commitment
to Sustainability: Policies promoting environmental sustainability and green finance. |
|
|
|
|
2.
|
Encouragement
of Innovation: Support for fintech and financial innovation through regulatory sandboxes and incentives. |
X.
|
International
Relations |
|
1.
|
Bilateral
and Multilateral Agreements: Strategic treaties and agreements to facilitate international trade and investment. |
|
|
|
|
2.
|
Strong
Diplomatic Relations: Maintaining robust diplomatic ties with key global economies and financial centers. |
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 two (2) years (“Engagement Period”)
commencing the date of the signing of this Agreement. However, it is both Parties’ intention and commitment to complete this
undertaking within six (6) months of the effective date and after the Free Economic Zone on Thanh Da Island, Ho Chi Minh City, subject
to satisfaction of mutual and financial obligations by both Parties. |
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.
|
Role
of Consultant. Consultant will act as the Company’s exclusive Consultant with respect to the scope of services mentioned
in the Recitals and Article A above. |
|
|
E.
|
Compensation
and Payment. Both parties agree that the Company shall pay the Consultant a total of Fifteen Million U.S. Dollars (USD 15,000,000)
for the services that have been rendered in the Recitals appertaining exclusively to the establishing of the aforementioned International
Financial Center on Thanh Da Island as set forth in Article A above. The schedule of compensation payments shall be mutually agreed
upon by both Parties by private agreement. |
Once
the Company has effectuated all budgeting and all financial requirements and obligations, the ongoing process will effectively materialize,
and the Consultant then shall transfer the entire IFC venture to the Company.
The
Parties hereto have executed this Business Development and Structuring Consultancy Agreement for the Development and Establishment of
an International Financial Center in Vietnam 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 for the Development
and Establishment of an International Financial Center in Vietnam dated July 5, 2024 between Dr. D’ORLEANS DE FRANCE BENEDICT CARL
WILLIAM (f/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 9, 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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