SCHEDULE 14A(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTPROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIESEXCHANGE ACT OF 1934 (AMENDMENT No.)
Filed by the Registrant [X]Filed by a Party other than the Registrant [ ]Check the appropriate box:[ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2)[ ] Definitive Proxy Statement[ ] Definitive Additional Materials[ ] Soliciting Material Pursuant to sec. 240.14a -11(c) or 240.14a -12
PROVIDENTIAL HOLDINGS, INC.(Name of Registrant as Specified in its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):
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PROVIDENTIAL HOLDINGS,PHI GROUP, INC.
17011 BEACH BLVD., SUITE 1230
HUNTINGTON BEACH, CA 92647
December 09, 20084, 2009
Dear Valued Shareholder:
On behalf of our Board of Directors and management, we cordially invite you to attend our Annual Meeting of Shareholders on Friday, January 30, 2009.29, 2010. The Meeting will be held at our headquarters at 17011 Beach Blvd., Suite 200, Huntington Beach, CA 92647, at 02:00 p.m. (PST). If you are unable to attend the Annual General Meeting in Huntington Beach, please check the “Corporate Events” section on the Company’s Web site atwww.phiglobal.comfor more information.
The Notice of Meeting and Proxy Statement accompanying this letter describe the business we will consider at the Meeting. Your vote is very important. I urge you to vote to be certain your shares are represented at the Meeting even if you plan to attend. Most shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to your proxy materials or the information forwarded by your bank, broker or other holder of record to see which methods are available to you.
I look forward to seeing you at the meeting.
/s/ Henry D. Fahman
Henry D. Fahman
Chairman of the Board, President and Chief Executive Officer
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Notice of Annual Meeting of Shareholders
To Be Held January 30, 200929, 2010
The Annual Meeting of Shareholders of Providential Holdings,PHI Group, Inc. will be held on Friday, January 30, 2009,29, 2010, at 02:00 p.m. (PST) at the Company’s headquarters at 17011 Beach Blvd., Suite 200, Huntington Beach, CA 92647. At the Meeting, shareholders will be asked to:
| 1) | Review the preceding year operations; | |
| 2) | Vote for | |
| 3) | ||
| Consider any other business, if properly raised. | ||
You may vote at the Meeting if you were a shareholder of the Company at the close of business on December 05, 2008,11, 2009, the record date for the Meeting.
By order of the Board of Directors.
/s/ Tina T. PhanFrank P. Pham
Tina T. PhanFrank P. PhamDirector and Secretary
Huntington Beach, California
December 09, 20084, 2009
Please sign and return the enclosed proxy card in the postage-paid envelope provided or, if you prefer, please follow the instructions on the enclosed proxy card for voting by telephone or via the Internet. You may access the Company’s Web site atwww.phiglobal.com/CorporateEvents/2008_Proxyhttp://phiglobal.com/site/viewcontent.php?menuCha=6for further Internet voting instructions as well as to view the Proxy Statement and Annual Report online.
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PROVIDENTIAL HOLDINGS,PHI GROUP, INC.
Proxy Statement20082009 Annual Meeting of Shareholders
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON JANUARY 30, 2008.29, 2010.
THE COMPANY’S 20082009 ANNUAL REPORT, LETTER TO SHAREHOLDERS, NOTICE
OF ANNUAL MEETING, PROXY STATEMENT AND PROXY CARD ARE
AVAILABLE ATwww.phiglobal.com/CorporateEvents/2008Proxyhttp://phiglobal.com/2009_Proxy.pdf
GENERAL INFORMATION
Why did I receive this Proxy Statement?
The Board of Directors of Providential Holdings,PHI Group, Inc. (the “Company”, “we” or “us”) is soliciting proxies for the 20082009 Annual Meeting of Shareholders (the “Annual Meeting” or “Meeting”) to be held on Friday, January 30, 2009,29, 2010, at 02:00 p.m. (PST) at the Company’s headquarters at 17011 Beach Blvd., Suite 200, Huntington Beach, CA 92647 and at any adjournment of the Meeting. When the Company asks for your proxy, we must provide you with a Proxy Statement that contains certain information specified by law. This Proxy Statement summarizes the information you need in order to vote at the Meeting.
The Company’s 20082009 Annual Report, Letter to Shareholders, Notice of Annual Meeting, Proxy Statement and proxy are being mailed to shareholders beginning on or about December 15, 2008.18, 2009.
What will I vote on?
FourTwo items:
| 1) | Election of | |
| Other matters that may properly be brought before the Meeting. | ||
Will there be any other items of business on the agenda?
We do not expect any other items of business at the Annual General Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to the persons named on the proxy to vote on any other matters that may be brought before the Meeting. These persons will use their best judgment in voting your proxy.
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Who is entitled to vote?
Shareholders as of the close of business on the record date, which iswill be December 05, 2008,11, 2009, may vote at the Annual Meeting.
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How many votes do I have?
You have one vote at the Meeting for each share of common stock you held on the record date.
What constitutes a quorum for the Annual Meeting?
A quorum is necessary to conduct business at the Annual Meeting. A quorum requires the presence at the Meeting of a majority of the outstanding shares entitled to vote, in person or represented by proxy. You are part of the quorum if you have voted by proxy. As of the record date, 194,003,375195,130,961 shares of Company common stock were issued and outstanding.
How do I vote?
You can vote eitherin personat the Annual Meeting orby proxywithout attending the Meeting. We urge you to vote by proxy even if you plan to attend the Meeting so we will know as soon as possible that enough votes will be present for us to hold the Meeting. If you attend the Meeting in person, you may vote at the Meeting and your earlier proxy will not be counted.
May I vote by telephone or via the Internet?
Yes. Instead of submitting your vote by mail using the enclosed proxy card, you may be able to vote on the Internet or by telephone. Please note that there are separate Internet and telephone voting arrangements depending on whether you hold your shares:
If you are a registered shareholder, you may vote by telephone or via the Internet by following the instructions on your proxy card.
If you are a beneficial owner, please refer to the information forwarded by your bank, broker or other holder of record to see which options are available to you. Most brokers and banks offer voting by telephone and via the Internet as well as by mail.
If you vote via the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for these costs.
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What should I do if I want to attend the Annual Meeting?
All shareholders and employees of the Company may attend the Annual Meeting. Please bring your admission ticket or your identification card and proof of ownership of Providential Holdings,PHI Group, Inc. stock to enter the Annual Meeting. When you arrive at the Annual Meeting, you will be asked to present photo
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identification, such as a driver’s license or a passport, to be admitted. Providential Holdings,PHI Group, Inc. employees wishing to attend the Annual Meeting can present their identification card to be admitted.
For safety and security reasons, no cameras, recording equipment, electronic devices, large bags, brief cases or packages will be permitted in the Meeting.
Can I revoke or change my vote?
Yes. If you are a shareholder of record, you have the right to revoke your proxy at any time before the Annual Meeting by sending a signed notice to the Company’s Secretary, Providential Holdings,PHI Group, Inc. If you want to change your vote at any time before the Meeting, you must deliver a later dated proxy by telephone, via the Internet or in writing. You may also change your proxy by voting in person at the Meeting.
If you are a beneficial owner, please refer to the information forwarded by your broker, bank or other holder of record for procedures on revoking or changing your proxy.
What are the costs of soliciting these proxies and who will pay them?
The Company will pay all costs of soliciting these proxies. In addition, some of our officers and employees may solicit proxies by telephone or in person. We will reimburse banks and brokers for the expenses they incur in forwarding the proxy materials to you.
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How many votes are required for the approval of each item?
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be counted either for or against these proposals.
Are abstentions and broker non-votes part of the quorum?
Yes. Abstentions, broker non-votes and votes withheld for Director nominees count as “shares present” at the Annual Meeting for purposes of determining a quorum.
What are broker non-votes?
If your shares are held by a broker, the broker may require your instructions in order to vote your shares. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. For the election of Directors, the broker may vote your shares in its discretion. For approval of the Board of Directors’ resolutions to amend the Articles of Incorporation, and to effect a potential reverse split of the Company’s Common Stock in the future, if necessary, to qualify for a NASDAQ listing, the broker may not vote your shares at all. When that happens, it is called a “broker non-vote”.
Who will count the vote?
Votes at the Annual Meeting will be counted by two inspectors of election appointed by the Board and ratified by a majority vote at the Meeting.
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What if I do not vote for some or all of the matters listed on my proxy card?
If you are a registered shareholder and you return a signed proxy card without indicating your vote for some or all of the matters, your shares will be voted as follows for any matter you did not vote on:
The Company’s 20092010 Annual Meeting is scheduled for October 15, 2009.November 19, 2010. There are two different deadlines for submitting shareholder proposals. First, if a shareholder wishes to have a proposal considered for inclusion in next year’s Proxy Statement, he or she must submit the proposal in writing so that we receive it by May 20, 2009.21, 2010. Proposals should be addressed to the Company’s Secretary, Providential Holdings,PHI Group, Inc., 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647. If you submit a proposal, it must comply with applicable laws, including Rule 14a-8 of the Securities Exchange Act of 1934.
In addition, any shareholder wishing to nominate a candidate for Director or to propose any other business at the Company’s 20092010 Annual Meeting must give the Company written notice no earlier than May 30, 200931, 2010 and no later than July 31, 2009.30, 2010.
Can I view future proxy materials online instead of receiving them by mail?
Yes. If you are a shareholder of record or own Company shares through one of the Company’s employee benefit plans, you may, if you wish, view future Proxy Statements and Annual Reports
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online. If you elect this feature, you will receive an e-mail notice which will include the Web address for viewing the materials online. The e-mail notice will also include instructions so you can vote your proxy online or by telephone. If you have more than one account, you may receive separate e-mails for each account. Costs normally associated with electronic delivery, such as usage and telephone charges, as well as any costs incurred in printing documents, will be your responsibility.
At any time during the year, shareholders of record or owners of Company shares through one of the Company’s employee benefit plans may give consent to view future Proxy Statement and Annual Report materials online. During the 20082009 proxy voting period, the Internet voting system will automatically prompt shareholders for their consent. For other times during the year, go to the Company web site atwww.phiglobal.comfor further subsequent updates.
If you are a beneficial owner, please contact your broker, bank or other holder of record for procedures on how to consent to view materials online instead of receiving them by mail.
What are the benefits of electronic delivery?
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If you received your Annual Meeting materials by mail, we strongly encourage you to sign up to receive these materials via e-mail. Electronic delivery helps the environment and saves the Company money by reducing printing and mailing costs. It will also make it convenient for you to view your proxy materials and vote your shares online. If you have shares in more than one account, it is also an easy way to eliminate receiving duplicate copies of proxy materials.
What are the costs of electronic delivery?
The Company charges nothing for electronic delivery. You may, of course, incur expenses associated with Internet access such as telephone charges or charges from your Internet service provider.
May I change my mind later?
Yes. You may discontinue electronic delivery at any time. Shareholders of record may resume mail delivery of the Proxy Statement and Annual Report by going towww.phiglobal.com/corporateevents/proxyhttp://phiglobal.com/site/viewcontent.php?menuCha=6and revoking your election. You will receive a confirmation by e-mail indicating your preference to resume mail delivery.
If you are a beneficial owner, please contact your broker, bank or other holder of record for procedures on how to revoke your consent and resume delivery of materials by mail.
Will I receive a copy of the Company’s Annual Report?
You will not receive a hard copy of our Annual Report but can view our Form 10K10-K filing with the Securities and Exchange Commission via the Internet or on the Company’s web site athttp://investors.phiglobal.com/financials.cfmwww.phiglobal.com/site/viewcontent.php?menuCha=6
What is “householding”?
We have adopted “householding”, a procedure under which beneficial owners who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Proxy Statement unless one or more of these shareholders notifies
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us that they wish to continue receiving individual copies. This procedure reduces duplicate mailings and thus reduces our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Householding does not affect dividend check mailings, if any.
Where can I find the voting results?
We will publish the voting results through a press release and in our Form 10-Q for the SecondThird Quarter of 2009,2010 ended March 31, 2010, which we will file with the SEC on or about FebruaryMay 15, 2009.2010. To view our Form 10-Q online, go to the Company’s Investor Relations Web site athttp://investors.phiglobal.com/financials.cfmphoenix.zhtml?c=71688&p=irol-reportsannual
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Can shareholders and other interested parties communicate directly with our Board? If so, how?
Yes. You may communicate directly with one or more members of the Board by writing to the Company’s Secretary, Providential Holdings,PHI Group, Inc. 17011 Beach Blvd., Suite 1230, Huntington Beach, CA
92647, or by sending an e-mail to the Company’s Secretary atcorpsecretary@phiglobal.com. The Company’s Secretary will then forward all questions or comments directly to our Board or a specific Director, as the case may be.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Company’s business and affairs are overseen by our Board pursuant to the Nevada Revised Statues our Articles of Incorporation, its subsequent Amendments, and By-Laws.
Shareholders are being asked to ratify at this Annual Meeting a Board of Directors’ resolution to appoint each Director. Your Board unanimously recommends that you vote to ratify this resolution.
Director Independence
The Board has determined that all of the Company’s Directors, with the exception of Mr. Henry D. Fahman (the Company’s Chairman, President and Chief Executive Officer) and Tina T. Phan (the spouse of Henry D. Fahman, a Director and Secretary-Treasurer of the Company),Mr. Tam Bui, have met the independence requirements of the NASDAQ Stock Market, based upon the application of objective categorical standards adopted by the Board. To be considered independent, a Director must have no material relationship (other than as a Director) with the Company, or any of its subsidiaries, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company or any of its subsidiaries. In making independence determinations, the Board broadly considers all relevant facts and circumstances. In accordance with the Company’s Corporate Governance Guidelines, a Director will not be an independent D irectorDirector of the Company if:
| (i) | such Director is, or has been within the last three years, an employee of the Company, or any of its subsidiaries, or has an immediate family member who is, or has been within the last three years, an executive officer of the Company, or any of its subsidiaries; |
| (ii) |
| such Director has received, or has an immediate family member who has received, during |
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| any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, or any of its subsidiaries, other than Director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); |
| (iii) | |
| (A) internal or external auditor; (B) such Director is a current employee of such a firm; (C) such Director has an immediate member | |
| who is a |
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current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) such Director or an immediate | |
| (iv) | |
| such Director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any present executive officer of the Company, or any of its subsidiaries, at the same time serves or served on the compensation committee of such other company; or |
| (v) | |
| such Director is a current employee, or an immediate family member is a current executive officer, of another company that has made payments to, or received payments (exclusive of contributions to tax exempt organizations) from, the Company, or any of its subsidiaries, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $500,000, or 2% of the consolidated gross revenues of such other company. |
For purposes of sub-paragraphs (i) through (v) above, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person’s home. Individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated are not taken into consideration with respect to the determination of a Director’s independence.
Annual Meeting Attendance
It is the Company’s policy that, subject to illness or an unavoidable schedule conflict, all Directors will attend and be introduced at the Annual General Meeting.
Presiding Director/Chairman
Mr. Henry D. Fahman is the Presiding Director and Chairman of the Company. In his capacity as the Chairman, Mr. Fahman presides at regularly scheduled executive sessions of the Board. Shareholders and other interested parties may communicate with Mr. Fahman by sending a letter to the Company’s Secretary, Providential Holdings,PHI Group, Inc., 17011 Beach Blvd., Suite 1230, Huntington Beach, CA 92647 or by sending an e-mail message to the Company’s Secretary atcorpsecretary@phiglobal.com. The Company’s Secretary will then forward your letter or e-mail to Mr. Fahman.
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Directors'Directors’ Biographies
TheExcept for Ghanshyam Dass, the following four Director nomineesDirectors are currently serving as Directors of the Company until the 2010 Annual Meeting.
Tam T. Buihas served as Chief Technology Officer and have been nominated to stand for re-electionintermittently Chief Operating Officer of the Company since May 2002. Mr. Bui holds a Bachelor Degree in Mechanical Engineering and a Master Degree in Computer Information Science from the University of Minnesota and has attended continuing Education at the Annual Meeting to serve four-year terms that will expire atUniversity of California, Los Angeles. He has over 20 years of experience with Northrop Grumman, Honeywell, Inc. and TRW in various capacities such as Project Director, Department Manager, Project Manager and Program Manager. One of Mr.
Bui’s major responsibilities has been the 2012 Annual Meeting. Please see pages 12 through 13construction of this Proxy Statementdual Emergency Command Control Communication (ECCC) centers and implementation of LAPD ECCC Systems He has broad knowledge and extensive experience in the Proxy Card for voting information.areas of operations, project management, information technology, human resource management, and change management. Previously, he served on the board of directors of Nettel Holdings, Inc., a publicly traded company.
Henry D. Fahmanhas been President and Chairman of the Board of Providential Holdings,PHI Group, Inc. since January 14, 2000, and is currently Acting Financial Officer of the Company. Mr. Fahman served as President and Chairman of the Board of Providential Securities, Inc. from its inception in October 1992 to October 2000. He holds a B.S., magna cum laude, in business administration from the University of California at Berkeley, with emphasis in finance and economic analysis and policy, and is a graduate of the Advanced Management Program (AMP166) from Harvard Business School. He has also attended other Executive Education programs at Harvard Business School and Stanford University, including Mergers and Acquisitions, Creating Competitive Advantage, and Advanced General Management. Previously, he served as a Resettlement Coordinator for the United Nations High Commi ssionerCommissioner for Refugees. Mr. Fahman is currently Chairman of and President of Providential Foundation, Inc., a non-profit organization. Mr. Fahman also serves as Chairman and CEO of PhiLand CorporationPhiland Ranch Limited and a directorChairman of PHI Mining Group, Inc., aboth of which are majority-owned subsidiarysubsidiaries of Providential Holdings,PHI Group, Inc. Mr. Fahman is the husband of Tina T. Phan, our SecretaryTreasurer.
Frank HawkinsFounder and TreasurerCEO of Hawk Associates with nearly 30 years of award-winning investor relations experience, Mr. Hawkins has earned the wide respect of Wall Street's investment community for straight talk and integrity. He was formerly vice president/corporate relations and planning and head of the investor relations program at Knight-Ridder, Inc. in Miami.
Mr. Hawkins started his career as an agent handler in clandestine collection operations for the Defense Intelligence Agency in Germany and went on to become a foreign and war correspondent, international businessman, senior corporate executive and president of the Access Asia Group in Hong Kong. He has lived in eight countries. He has been involved in stock listings in Tokyo and Frankfurt and company presentations in London, Zurich, Geneva and Singapore.
Fluent in German, he is a graduate of Cornell University and author of "Ritter's Gold," an adventure novel published in several languages by the New American Library.
He is a member of our Boardthe Association of Directors.Former Intelligence Officers and the Audubon Society and is listed in Who's Who in America and Who's Who in the World. He serves on the board of the Florida Keys Electric Cooperative.
Tina T. PhanPage 11 of 18
Paul K. Nguyenhas beenis currently Senior Partner of Nguyen & Larsen, LLP, a Directorlaw firm, and SecretaryChief Executive Officer of the Company since January 2000Summit Medical Group, Inc. in Orange County, CA. Mr. Nguyen received a MS in aeronautical engineering from California Institute of Technology in 1984 and was Vice Presidentnamed Research Scientist by NASA from 1984-1987. After graduating from the Harvard Business School JD/MBA program in 1991, Mr. Nguyen served as Institutional Investment Associate from 1991-1992 and Managing Director from 1992-1993 for JP Morgan in New York and Tokyo. Mr. Nguyen served as Senior Associate attorney for Baker & McKenzie in Ha Noi, Vietnam from 1993-1995. In 2000, Mr. Nguyen received a MD from Loma Linda School of Operations of Providential Securities, Inc. from 1995 to 2000. Mrs. Phan holds a B.S.Medicine and was board certified in management information system from California State University, Los Angeles. Currently Mrs. Phan also serves as Treasurer of the Company. Mrs. Phan was employed by the World Relief Corporation from 1992 to 1995. Mrs. Phan is the wife of Henry D. Fahman.
Thorman Hwinnhas been a Director of the Company since June 30, 2001. Most recently he has held managerial positions for retailers catering to the Vietnamese-American communityplastic surgery in California. From 1993 to 1994, he was Vice President of Vinusa Investment & Holding Company, a California corporation. From 1978 to 1987, he was a Professor with Vietnam's University of Finance, serving as Chief of the Mathematics Department. From 1970 to 1975, Mr. Hwinn was an economic specialist at the Cabinet level for the Vice Prime Minister's Office for Economic Development and a banking specialist with the Agricultural Development Bank, Vietnam. Thorman holds an MBA, a Master's Degree in Economics and Bachelor's degrees in philosophy, economics and mathematics.2005.
Lawrence G. Olsonbecame a director of Providential Holdings,PHI Group, Inc. in January 2008. Mr. Olson has been a director of Santa Fe Gold Corp., a public company (OTCBB:SGFE), since March 1999 in connection with the Company's acquisition of Arizona Mica Properties, Inc., a private Arizona corporation owned by Mr. Olson and his partners. He has held the position of Chairman of Santa Fe Gold’s Board of Directors since October 2000, and until October 2003 also held the positions of President and Chief Executive Officer. Mr. Olson has owned and operated a successful business, Olson Precast of Arizona Inc., since 1973. Mr. Olson received a B.S. Degree in Civil Engineering from the University of Southern California.
Ghanshyam Dassbecame a director of PHI Group, Inc. in July 2009. Over the last two decades, Ghanshyam has been a significant voice in promoting India and Indian corporations in many countries worldwide. He has travelled extensively across all continents and has been a speaker and participated in panel discussions and conferences in Australia, China, Hong Kong, Singapore, South Korea, Vietnam, Thailand, Malaysia and several countries in the Middle East among others. He is also regularly invited to speak, lead and participate at various seminars and panel discussions organized by industry associations, leading institutions and regulatory bodies. Ghanshyam has been a strong advocate of sound corporate governance and high standards of transparency to the corporate sector in this region.
Ghanshyam joined NASDAQ OMX Group in 2000 and until February 2009, he was Managing Director – Asia Pacific, prior to which he was the General Manager and Chief Executive of Majan International Bank (a subsidiary of Commerz Bank A. G., Frankfurt, Germany) in the Sultanate of Oman. He also worked on several assignments for the British Bank of the Middle East including two years as the Chief Executive Officer for its India operations. He spent 10 years with the Hong Kong and Shanghai Banking Corporation as Manager – South Asia & Middle East, Financial Institutions Group.
In his early career, he spent over nine years with U.S. Educational Foundation in India (as Research Assistant to a Senior Fulbright Scholar), Bank of India, Wells Fargo Bank, San Francisco (as Assistant Representative for India) and Marine Midland Bank, N.A, New York (before being seconded to Hong Kong and Shanghai Banking Corporation, India in January 1986).
Ghanshyam is an Advisor to Intel Capital, a member of TiE, Association of Biotech Led Enterprises (ABLE), Bangalore Hardware Task Force, Founder Member Association of Outsourcing Professionals (AOP), Member Academic Council – Union Bank School of Management, Member of the CII National Council on Corporate Governance and Regulatory Framework and CII National Committee on Capital Markets and Government Nominee on the Governing Council of The Institute of Company Secretaries of India (ICSI). Ghanshyam is also a member of Brickwork Ratings (A Credit Rating Agency) and Vice President Karnataka Athletics
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Association.
Ghanshyam currently serves as Senior Advisor to KPMG, assisting their team to develop and further strengthen core businesses, by maximizing business opportunities, optimizing market synergies and complementarities across industry sectors and business lines, and strengthening relationship with Governments, Regulators and various trade bodies as also resolving critical business issues to facilitate the successful development and overall growth of business.
Ghanshyam Dass is currently serving as a Director of the Company and has been nominated to stand for re-election at the Annual Meeting to serve two-year terms that will expire at the 2011 Annual Meeting. Please see page 18 of this Proxy Statement and the Proxy Card for voting information.
Indemnification
Each Director and certain of our executive officers have entered into an indemnification agreement with the Company which provides indemnification for judgments and amounts paid in settlement and related expenses to the fullest extent permitted under the applicable provisions of the Nevada Revised Statues. This indemnification will be reduced to the extent that a Director or executive officer is indemnified by the Company’s Directors’ and Officers’ liability insurance. As of the date of this notice, the Company has not carried Directors’ and Officers’ liability insurance coverage but intends to do so in the near future.
Transactions With Related Persons
Under SEC rules, we are required to disclose material transactions with the Company in which “related persons” have a direct or indirect material interest. Related persons include any Director, nominee for Director, executive officer of the Company, any immediate family members of such persons, and any persons known by the Company to be beneficial owners of more than five percent of the Company’s voting securities. The term “transaction” is broadly defined under SEC rules to include any financial transaction, arrangement or relationship, including any indebtedness transaction or guarantee of indebtedness.
Other than the information already disclosed and filed in our periodic reports with the Securities and Exchange Commission, we do not believe that there were any material transactions in effect since September 30, 2008,2009, or any such material transactions proposed to be entered into during the balance of 2009.
MATERIAL PROCEEDINGS
Except as disclosed in the latest Forms 10-K filed on October 14, 20082009 and 10-Q filed on November 14, 200813, 2009 with the Securities and Exchange Commission, there is no material proceeding to which any director, officer or affiliate of the registrant, any owner of record or beneficially of more than five percent of any class of voting securities of the registrant, or any associate of any such director, officer, affiliate of the registrant, or security holder is a party adverse to the Corporation or any of its subsidiaries or has a material interest adverse to the
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Corporation or any of its subsidiaries.
Committees of the Board of Directors
Starting 2009Following this Annual Meeting, the Company will have establishedintends to establish Nominating and Corporate Governance, Audit, and Compensation Committees. The Chair of each Committee reports to the full Board as appropriate from time to time. Each Committee has a Charter that is reviewed by the Nominating and Corporate Governance Committee on a regular basis. A detailed description of the functions and activities of these committees is available on the Corporation’s web sitehttp://phiglobal.com/site/viewcontent.php?menuCha=2&menuCon=16.
Nominating and Corporate Governance Committee
The functions performed by the Nominating and Corporate Governance Committee will include, among other matters:
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Audit Committee
The Company will have an Audit Committee to be established by the Board of Directors for the purpose of overseeing the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee’s duties will include, among other matters, assisting the Board’s oversight of:
Compensation Committee
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The Compensation Committee’s duties will include, among other matters:
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Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee will have served as one of our officers or employees at any time. None of our executive officers will serve as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers will serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
Board meetings and committees; annual meeting attendance.
There were four telephonictwo meetings of the board of directors, including regularly scheduled and special meetings, which were held in person and telephonically during the last full fiscal year. AllExcept Paul Nguyen, all the other directors intendedattended more than 75 percent of the total number of meetings held. There were also a number of telephonic consultations among board members for certain resolutions without a meeting.
It is the Corporation’s policy that all board members attend annual meetings of security holders. We did not have an annual meeting in the prior year.holders, except as mentioned above.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation of the Company's Chief Executive Officer and each of its most highly compensated executive officers during the three fiscal years ending June 30, 2009, 2008, 2007, and 2006.2007. However, there was no monetary compensation paid to either the Chief Executive Officer or the Secretary/Treasurer of the Company and there were no stock options granted by the registrant during the periods presented.
| Common Stock | |||||||||
| Name and | Annual Compensation | Owned as of | |||||||
| Principal Position | Year | Salary | Bonus | Other | November 30, ‘08 | ||||
| Henry D. Fahman | 2008 | $ | 150,000 | $ | - | $ | - | 27,160,594 shares(1) | |
| Chief Executive Officer | 2007 | $ | 150,000 | $ | - | $ | - | ||
| and Chief Financial Officer | 2006 | $ | 150,000 | $ | - | $ | - | ||
| Tina T. Phan(2) | 2008 | $ | 60,000 | $ | - | $ | - | 15,829,646 shares | |
| Secretary | 2007 | $ | 60,000 | $ | - | $ | - | ||
| and Treasurer | 2006 | $ | 60,000 | $ | - | $ | - | ||
| John Nguyen | 2008 | $ | 62,500 | $ | 5,000 | $ | - | ||
| V.P. Business Development and | 2007 | $ | 60,000 | $ | 5,000 | $ | - | ||
| Assistant CFO | 2006 | $ | 35,000 | (3) | $ | - | $ | - | |
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DIRECTOR COMPENSATION
Directors who are employees of the Company receive no additional compensation for serving on the Board or its Committees. The following table contains information regarding the director compensation the Company paid to the members of the Board of Directors in 2008:2009:
| Change in | ||||||||||
| Pension | All Other | |||||||||
| Fees Earned or | Stock Awards | Value | Compensation | |||||||
| Name | Paid in cash ($) | ($) (a) | $ (b) | ($) (c) | Total ($) | |||||
| Henry D. Fahman | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
| Thorman T. Hwinn | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
| Lawrence G. Olson | $ | 0.00 | $ | 6,000.00 | $ | 0.00 | $ | 0.00 | $ | 6,000.00 |
| Tina T. Phan | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
The Company provides the following annual compensation to non-employee Directors:
Cash Compensation
OWNERSHIP OF COMPANY STOCK
A beneficial owner of stock is a person who has voting power, meaning the power to control voting decisions, or investment power, meaning the power to cause the sale of the stock.
Company Stock Ownership of Management
The following table sets forth information regarding the beneficial ownership of shares of the Company's common stock as of September 30, 2008 (194,003,3752009 (195,130,961 shares issued and outstanding,)
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outstanding) by (i) all shareholders known to the Company to be beneficial owners of more than 5% of the outstanding common stock; and (ii) all directors and executive officers of the Company, and as a group:
| NAME OF | AMOUNT OF BENEFICIAL | PERCENT OF | ||||||
| TITLE OF CLASS | BENEFICIAL OWNER (1) | OWNERSHIP | CLASS | |||||
| Common Stock | Henry D. Fahman | 27,160,594(2) | 14.01% | |||||
| Common Stock | Tina T. Phan (3) | 15,829,646 | 8.17% | |||||
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| Common Stock | Thorman Hwinn | 483,333(4) | ||||||
| Common Stock | Tam Bui | 10,519,480(5) | 5.42% | |||||
| Common Stock | Lawrence G. Olson | 300,000(4) | ||||||
| Common Stock | Shares of all directors and | 54,293,053 | 27.86% | |||||
| executive officers as a group | ||||||||
| (5 persons) | ||||||||
| (1)Each person has sole voting power and sole dispositive power as to all of theshares shown as beneficially owned by them. | ||||||||
| (2)Certain of these shares have been pledged to secure certain obligations of the Company. | ||||||||
| (3)Tina Phan is the wife of Henry Fahman. | ||||||||
| (4)Less than 1%. | ||||||||
| (5)Tam Bui was a Chief Technology Officer. | ||||||||
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S
FEES AND SERVICES
During the years ended June 30, 20082009 and June 30, 2007,2008, Kabani & Company, Inc. audited the consolidated financial statements of the Company and its subsidiaries. The aggregate fees
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Kabani & Company, Inc. billed the Company for these years for professional services rendered were as follows:
| Services Rendered | Year Ended | Year Ended | ||
| June 30, 2008 | June 30, 2007 | |||
| Audit Fees | $ | 45,000.00 | $ | 45,000.00 |
| Audit-related Fees | $ | 00.00 | $ | 00.00 |
| Tax Fees | $ | 00.00 | $ | 00.00 |
| All Other Fees | $ | 00.00 | $ | 00.00 |
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ITEMS OF BUSINESS TO BE ACTED ON AT THE ANNUAL MEETING
Item 1. Election of DirectorsDirector
The three-year termstwo-year term for the four Directors listed belowGhanshyam Dass as a will expire at the Annual Meeting held in 2011. The one-year term for the one Director listed below will expire at the Annual Meeting held in 2009. Each nominee listed belowHe has agreed to serve his or her respective term. If any Directorhe is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director.
The Board recommends that you vote FOR each of the following nominees:nominee:
For three-yeartwo-year terms expiring at the 2011 Annual Meeting:
•Ghanshyam Dass
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Biographical information about these nomineesthis nominee can be found on pages 912 through 1013 of this Proxy Statement.
Item 2. Proposals to Amend the Company’s Articles of Incorporation to Change the Corporate Name and Par Value of Common Stock
The following resolution will be offered by the Board of Directors at the Annual Meeting:
“RESOLVED, that the corporation amend its Articles of Incorporation to change its corporate name to “PHIGROUP, INC.” and to change the par value of its common stock to $0.001 per share, be, and hereby is, ratified and approved.”
We would like to change the corporate name to “PHIGROUP, INC.” because we believe the new name will make it is easier for international branding of our corporation.
We would like to change the par value of our common stock from $0.04 per share to $0.001 per share because it will save the annual filing costs with the State of Nevada.
Your Board recommends that you vote FOR this proposal.
Item 3. Proposal to Authorize the Board of Directors to Effect a Reverse-Split of the Common Stock of the Corporation in the future, only if it is necessary, to meet the minimum trading price to qualify for listing on the NASDAQ Stock Market or another senior exchange
The following resolution will be offered by the Board of Directors at the Annual Meeting:
“RESOLVED FURTHER, that the corporation effect a reverse split of the issued and outstanding shares of Common Stock of the Corporation in the future, only if it is necessary, to meet the minimum trading price to qualify for listing on the NASDAQ Stock Market or another senior exchange.”
We propose a reverse split of the Common Stock of the Corporation in the future, only if it is necessary, to meet the minimum trading price to qualify for listing on the NASDAQ Stock Market or a senior exchange.
The Board of Directors’ Recommendation
Your Board recommends that you vote FOR this proposal.Unless you specify otherwise, the Board intends the accompanying proxy to be voted for this proposal.
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Item 4. Other Matters
The Board knows of no other matters which may properly be brought before the Annual General Meeting. However, if other matters should properly come before the Meeting, it is the intention of those named in the solicited proxy to vote such proxy in accordance with their best judgment.
By order of the Board of Directors.
/s/ Tina T. PhanFrank P. Pham
TINA T. PHANFRANK P. PHAM
Secretary
Huntington Beach, CA
December 09, 200804, 2009
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