Contracts and Commitments | 12 Months Ended |
Jun. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Contracts and Commitments | NOTE 18 – CONTRACTS AND COMMITMENTS |
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BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH THINH HUNG INVESTMENT CO. |
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Effective May 21, 2010 the Company signed an agreement with Thinh Hung Investment Co., Ltd., a Vietnam-based company, to assist Thinh Hung in identifying, locating and, possibly, acquiring various business opportunities for Thinh An Co., Ltd., a subsidiary of Thinh Hung, including but not limited to a reverse merger, a stock swap, or a business combination between Thinh An and a publicly-traded company in the U.S. In exchange for the services rendered, the Company would receive compensation in cash from Thinh Hung and common stock of the combined company. As of September 30, 2011, the Company has completed a stock purchase and investment agreement between Thinh Anh Co., Ltd. and Vietnam Foods Corporation, a Nevada corporation. However, the combined company has not filed a registration statement with the Securities and Exchange Commission to become a reporting company. The Company has recognized $26,656 as only revenues from this transaction. The balance of $293,219 was booked as Customer Advances in the liability portion of the balance sheet. |
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CORPORATE COMBINATION AGREEMENT BETWEEN PROVIMEX, INC. AND HP.ITA JSC. |
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On June 19, 2012, Provimex, Inc. changed its name to HP.ITA Corporation. On July 20, 2012, HP.ITA Corporation (“HPUS”) signed a Corporate Combination Agreement to acquire all the issued and outstanding stock of HP.ITA Joint Stock Company, a company organized and existing under the laws of Vietnam, in exchange solely for such amount of authorized but unissued common stock of HPUS that will have been equal to 95% of all the issued and outstanding shares of HPUS’s common stock immediately following the issuance of such shares. HPUS intends to complete the required financial audits and file a Form 10 registration statement with the Securities and Exchange Commission to become a separate fully reporting publicly traded company in the U.S. As of the date of this report HPUS has not filed a registration statement with the Securities and Exchange Commission. |
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AGREEMENT WITH GLOBAL DEVELOPMENT SYSTEMS, INC.: On or about August 11, 2012 the Company signed a Business Cooperation Agreement with Global Development Systems, Inc., a Texas corporation, to market a renewable energy electricity generation using Global Development Systems, Inc.’s proprietary hydro-magnetic gravitational renewable energy technologies. The term of this agreement is two years. |
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OFFICE RENTAL AGREEMENTS: On August 11, 2012, the Company signed an agreement to rent a business center office in Las Vegas, Nevada for approximately $100 per month plus administrative expenses, if any. The one-year term of the rental agreement expired on August 31, 2013 and was renewed for another twelve-month term until August 31, 2014. |
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AGREEMENT WITH MAKANI POWER, INC.: On August 16, 2012 the Company signed a Business Cooperation Agreement with Makani Power, Inc., a Delaware corporation, to market a renewable energy electricity generation system using Makani Power’s proprietary airborne wind turbine technology. The term of this agreement is two years. |
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AGREEMENT WITH HAPPENEX HOLDING, BV: On December 22, 2012, the Company signed a Business Cooperation Agreement with Happenex Holding, BV, a Dutch corporation, to cooperate in international trade of coal and other natural resource commodities. The term of this agreement is two years. |
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AGREEMENT OF PURCHASE AND SALE WITH PT. TAMBANG SEKARSA ADADAYA: On December 24, 2012, the Company signed an Agreement of Purchase and Sale with PT. Tambang Sekarsa Adadaya (“TSA”), an Indonesian limited liability company, and the holder(s) of a minimum of seventy percent (70%) of equity ownership in TSA to acquire a seventy percent (70%) equity interest in TSA in exchange for a total purchase price of ten million five hundred thousand U.S. dollars ($US 10,500,000) in cash and stock of the Company. TSA currently owns two coal concessions together with the operation and production licenses (Izin Usaha Pertambangan Operasi Produksi) and the other pertinent license(s) and permits covering a total area of 9,690 hectares, purportedly containing approximately 205 million metric tonnes of indicative coal resources, in Kecamatan Baras and Sarudu, Kabupaten Mamuju Utara, Propinsi Sulawesi Barat, Indonesia. On January 10, 2013, the Company issued 3,288,443 shares of common stock of PHI Group, Inc. as a deposit towards the total purchase price. On March 16, 2013, the Company signed an amendment with TSA and the majority shareholder of TSA to extend the closing date of this transaction to June 30, 2013. The Company engaged PT Runge Indonesia, a subsidiary of RungePincockMinarco, an Australian company, to conduct the independent technical due diligence of the TSA coal concessions and ES&P Law Firm, an Indonesia legal firm, to conduct the legal due diligence of TSA. Since the technical, legal, and financial due diligence results were incomplete by the extension date, this transaction was terminated on June 30, 2013. However, the Company and TSA have recently continued to renegotiate the terms and conditions for a revised transaction. |
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AGREEMENT WITH HP.ITA JSC: On January 11, 2013 the Company signed a Business Cooperation Agreement with HP.ITA Joint Stock Company, a company organized and existing under the laws of Vietnam, to participate in international trade of base and precious metals and cross-border financial intermediation. The term of this agreement is two years. |
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BUSINESS AND FINANCIAL CONSULTING AGREEMENT: On January 16, 2013, PHI Capital Holdings, Inc., a subsidiary of the Company, signed a consulting agreement with HPI, a company organized and existing under the laws of Vietnam, to provide business and consulting services to HPI. The term of this agreement is six months and the fee compensation is one hundred thousand US dollars. As of June 30, 2014, PHI Capital Holdings has completed the services under the consulting agreement but has not received any compensation. |
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AGREEMENT WITH ES&P LAW FIRM: On January 25, 2013, the Company signed an agreement to retain ES&P Law Firm, an Indonesian advocate and legal consultant firm, to conduct the legal due diligence on behalf of the Company in connection with the PT Tambang Sekarsa Adadaya acquisition. The Company agreed to pay ES&P Law Firm $10,000 in cash and $50,000 in restricted common stock of PHI Group, Inc.’s for legal services related to this contemplated acquisition. |
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AGREEMENT WITH COLEBRAND INTERNATIONAL LTD.: On January 28, 2013 the Company signed a Business Cooperation Agreement with Colebrand International Ltd., a company organized and existing under the laws of the United Kingdom, to cooperate in international trade and financial intermediation. The term of this agreement is two years. |
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AGREEMENT WITH PT RUNGE INDONESIA: On February 6, 2013, the Company signed an agreement to retain PT Runge Indonesia, a subsidiary of RungePincockMinarco, an Australian company, to provide technical assistance to the Company in developing a potential JORC Resources and Reserves statement for open cut coal deposit in PT Tambang Sekarsa Adadaya’s concessions located in Sulawesi Barat, Indonesia. According to the agreement, PT Runge Indonesia will conduct the technical due diligence in several stages in order to provide an estimate of Resources and Reserves compliant with the JORC Code and the Company will be invoiced as work progresses. |
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AGREEMENT WITH PACA: On February 25, 2013, PHI Capital Holdings, Inc., a subsidiary of the Company, signed a consulting/engagement agreement with PACA, a New York corporation, to contemplate raising capital for the purpose of financing PHI Group, Inc.’s business plan including acquisition of various energy properties and general working capital. The term of the engagement is two years. PACA will be entitled to cash success fee and equity success fee for each successful financing transaction. |
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AGREEMENT OF PURCHASE AND SALE WITH PT. HARJO MAS MAKMUR: On March 16, 2013, the Company signed an Agreement of Purchase and Sale with PT. Harjo Mas Makmur, (“HMM”), an Indonesian limited liability company, and the holder(s) of a minimum of ninety-five percent (95%) of equity ownership in HMM to acquire a ninety-five percent (95%) equity interest in HMM in exchange for a total purchase price of eight million five hundred fifty thousand U.S. dollars ($US 8,550,000) in cash and stock of the Company. HMM currently owns a producing coal concession with the operation and production licenses (Izin Usaha Pertambangan Operasi Produksi) and other pertinent license(s) and permits covering a total area of 745 hectares in Kelurahan Mentawir, Kecamatan Sepaku, Kabupaten Penajam Paser Utara, Propinsi Kalimantan Timur, Indonesia, together with production, support, and transportation facilities. As of June 16, 2013 the Company decided not to pursue this transaction due to unsatisfactory due diligence results. |
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TERMINATION OF BUSINESS COOPERATION AGREEMENT WITH GLOBAL SUN WIND & POWER CORP.: The Business Cooperation Agreement with Global Sun Wind& Power Corp. expired after one year on April 26, 2013. Both parties chose not to renew this agreement. |
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INDONESIAN OFFICE RENTAL AGREEMENT: On May 7, 2013, the Company signed an agreement with PT Karya Central Bisnis, an Indonesian company, to rent a business center office in Pondok Indah, South Jakarta, Indonesia. The term of this agreement was one year and expired in May 2014. |
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AGREEMENT WITH PT RAKSASA METAL AGUNG: On June 29, 2013 the Company signed a Business Cooperation Agreement with PT. Raksasa Metal Agung (“Agung”), an Indonesian company, to co-develop gold mining projects in Central Java, Indonesia. Subsequently, Agung and the Company signed two addenda to the Business Cooperation Agreement, dated October 7, 2013 and January 29, 2014, respectively, to set forth the capital requirements for the gold mining projects and the profit sharing agreement. According to the addenda, the Company will be entitled to 60% and Agung 40% of the net profits to be derived from these operations. The second addendum also allows the Company to right to assign the responsibilities and benefits in connection with this Business Cooperation Agreement to Vietnam Mining Corporation (n/k/a Vanguard Mining Corporation, “VNMC”), a Nevada corporation, or another entity. On April 29, 2014, the Company signed an Assignment Agreement to assign, convey and transfer all rights, interests and obligations in connection with said Business Cooperation Agreement and addenda to VNMC. As part of said Assignment Agreement, the Company also committed itself to arranging the required capital for VNMC to co-develop gold mining opportunities in Central Java, Indonesia with Agung. VNMC agreed to issue two million shares of its $0.001 par value Common Stock to the Company as consideration for said Assignment Agreement. |
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AGREEMENT WITH PACIFIC ENERGY NETWORK: On August 16, 2013 the Company signed a Business Cooperation Agreement with Pacific Energy Network, Inc., a Washington corporation, to cooperate with each other to develop and implement conventional and renewable energy business projects in geographical areas and under terms and conditions that are mutually acceptable to both parties. The term of this agreement is two years. |
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WITHDRAWAL FROM POINTE91 HOSPITALITY DEVELOPMENT PROJECT BY PHILAND RANCH LTD. |
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On September 20, 2013, Philand Vietnam Limited, a wholly-owned subsidiary of Philand Corporation, submitted a request to the Chu Lai Open Economic Zone Authority (“CLOEZA”), Quang Nam Province to voluntarily withdraw from the Pointe91 hospitality development project in Tam Quang Village, Nui Thanh District, Quang Nam Province and surrender the investment license due to changed market conditions. After a meeting was held on October 28, 2013 among CLOEZA, Ky Ha Chu Lai Investment and Development Company (“KHCLIDC”) and Philand Vietnam Ltd., CLOEZA agreed to Philand Vietnam Ltd.’s request for the termination of the Pointe91 development project and instructed the appropriate CLOEZA departments and KHCLIDC to return the unspent deposits to Philand Vietnam Ltd. and to assist it in the termination process. In November 2013, KHCLIDC and Philand Vietnam Ltd. signed a settlement agreement to terminate the previously executed land clearance and compensation agreement between the two companies and agreed that KHCLIDC would return VND 2,705,349,242 from the deposit amount to Philand Vietnam Ltd. As of June 30, 2014, the Company still recorded $73,043 as Other Receivable from Chu Lai Open Economic Zone Authority. |
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AGREEMENT WITH VINABENNY ENERGY JOINT STOCK COMPANY: On November 12, 2013 the Company signed a Business Cooperation and Investment Agreement with Vinabenny Joint Stock Company, a Vietnamese company, to cooperate and co-develop, invest or cause to be invested in, implement and operate a 84,000 MT LPG terminal project in Can Giuoc District, Long An Province, Vietnam. Both parties will agree on the roles, responsibilities and benefits of each party in connection with the terminal project in a separate subsequent agreement. The term of this agreement is one year. |
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AGREEMENT WITH NE NORD ENERGY JOINT STOCK COMPANY: On November 14, 2013 the Company signed a Business Cooperation and Investment Agreement with NE Nord Energy Joint Stock Company, a Vietnamese company, to cooperate, co-develop, invest or cause to be invested in, produce, market and sell LED lighting, solar energy, kinetic power supply system, renewable energy, and other energy-related products and services in geographical areas and markets that deem economically beneficial to both parties. The term of this agreement is two years. |
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BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH ASIA GREEN CORP.: On January 17, 2014 PHI Capital Holdings, Inc., a wholly-owned subsidiary of the Company, signed a Business and Financial Consulting Agreement with Asia Green LLC (“Asia Green VN”), a Vietnamese company engaged in afforestation and reforestation projects in Vietnam, to assist Asia Green in becoming a fully reporting publicly traded company in the United States and in arranging capital for Asia Green to execute its business plan. PHI Capital Holdings is entitled to receive six hundred twenty thousand U.S. dollars as compensation for the services rendered. The term of this agreement is one year or until Asia Green has become a fully reporting public company. On April 4, 2014 Touchlink Communications, Inc., a Nevada corporation, a majority-owned subsidiary of the Company, changed its name to Asia Green Corporation and entered into a Corporate Combination Agreement with Asia Green VN to become the holding company for Asia Green VN’s agroforestry and afforestation business. On July 28, 2014 Asia Green Corporation changed its name to Omni Resources, Inc. to pursue a new business. |
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STOCK PURCHASE AGREEMENTS FOR COMMON STOCK OF VIETNAM MINING CORPORATION: On January 24, 2014 the Company signed stock purchase agreements to acquire a total of fourteen million shares of common stock of Vietnam Mining Corporation (“VNMC”), a Nevada corporation, from two individuals for a total purchase price of $141,175.00. The closing of these transactions is scheduled to occur on the twentieth business day following VNMC’s regaining current and good standing status with the State of Nevada, OTC Markets, its transfer agent(s), Depository Trust Corporation, and other pertinent entities. On June 27, 2014, the Company made a partial payment in the amount of $20,000 towards the purchase price for 8,750,000 shares. The Stock Purchase Agreements were subsequently terminated on November 1, 2014. |
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CONSULTING ENGAGEMENT AGREEMENT WITH VIETNAM MINING CORPORATION (n/k/a VANGUARD MINING CORPORATION): On January 24, 2014 PHI Capital Holdings, Inc., a wholly-owned subsidiary of the Company, signed a Consulting Engagement Agreement with Vietnam Mining Corporation (“VNMC”), a Nevada corporation, to assist VNMC to regain its current and good standing status with the pertinent regulatory agencies in the United States and certain private service providers and to seek new business opportunities for VNMC. PHI Capital Holdings is entitled to receive four million shares of restricted common stock of VNMC pursuant to the provisions of Rule 144 as compensation for the services rendered. The term of this agreement is six months. As of the date of this report, PHI Capital Holdings has not received stock compensation from VNMC. |
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MEMORANDUM OF UNDERSTANDING WITH PT BUMI PERMATA INDONESIA: On January 29, 2014 the Company signed a Memorandum of Understanding (“MOU”) with PT Bumi Permata Indonesia, an Indonesian company, to co-develop a 199-hectare coal concession in Kecamatan Rantau Pandan, Kabupaten Bungo, Provinsi Jambi, Indonesia. Both parties agree to sign a definitive agreement containing representations, warranties, covenants and indemnities customary for a transaction of this time within 30 days following the date of the MOU. As of the date of this report, the Company has not signed a definitive agreement with PT Bumi Permata Indonesia but intends to renegotiate and further extend this transaction until adequate due diligence can be conducted. |
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MEMORANDUM OF UNDERSTANDING WITH PT CENDRAWASIH INTERNATIONAL: On January 29, 2014 the Company signed a Memorandum of Understanding (“MOU”) with PT Cendrawasih International, an Indonesian company, to co-develop an 8,100-hectare gold concession in Kecamatan Kotannopan and Tambangan, Kabupaten Mandailing Natal, Sumatra Utara, Indonesia. The estimated amount of gold deposits in this concession area is between 400,000 to 1,000,000 ounces, subject to independent verification. Both parties agree to sign a definitive agreement containing representations, warranties, covenants and indemnities customary for a transaction of this time within 30 days following the date of the MOU. The MOU also allows the Company the right to assign the responsibilities and benefits in connection with project to Vietnam Mining Corporation, a Nevada corporation, or another entity. On April 29, 2014, the Company signed an Assignment Agreement to assign, convey and transfer all rights, interests and obligations in connection with said MOU to VNMC. As part of said Assignment Agreement, the Company also committed itself to arranging the required capital for VNMC to co-develop the 8,100-hectare gold concession with PT Cendrawasih International. VNMC agreed to issue three million shares of its $0.001 par value Common Stock to the Company as consideration for said Assignment Agreement. As of the date of this report, the Company has not received the stock compensation from VNMC. |
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MEMORANDUM OF UNDERSTANDING WITH CV SINDO MAKMUR COAL MINING: On January 31, 2014 the Company signed a Memorandum of Understanding (“MOU”) with CV Sindo Makmur Coal Mining, an Indonesian company, to co-develop and operate various coal and metal concessions in Indonesia, particularly a 100-hectare coal concession in Dondang Kecamatan Muara Jawa, Kabupaten Kutai Kartanegara, East Kalimantan, and a 119.60-hectare coal concession in Bukit Pinang Kecamatan Samarinda Ulu, Kota Samarinda, East Kalimantan, Indonesia. Both parties agree to sign a definitive agreement containing representations, warranties, covenants and indemnities customary for a transaction of this time within 30 days following the date of the MOU. As of the date of this report the Company has not entered into a definitive agreement for this transaction but intends to renegotiate and cooperate with CV Sindo Makmur on another project. |
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FUNDING AGREEMENT REGARDING PETROBRAS BONDS: On February 4, 2014 the Company signed a Funding Agreement with The Dieterich Group and Robert M. Terry to provide up to $300,000, more likely increasing to $400,000 in funding, on a best efforts and non-exclusive basis to underwrite the collection efforts being undertaken on a series of 500 bonds originally issued by Petrobras, a Brazilian corporation focused on oil and gas exploration and development. These bonds are currently owned and controlled by Starboard Financial, a Nevada LLC. In the most recent valuation report, each of these bonds had a published discounted value of $750,000 including 7% interest through February 2008 and a possible published redemption face value of $2,300,000. According to the Funding Agreement, the Company will receive a total recovery of 10 times its investment in funding and 12.5% of the net proceeds, assuming the entire funding is provided by the Company and/or its investors, from the bond collections after deduction of trading or selling expenses, and expenses of the Brazilian agents once Starboard Financial and Brazilian parties have received the first $20,000,000 recovered. |
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ASSIGNMENT OF BUSINESS COOPERATION AGREEMENT WITH PT RAKSASA METAL AGUNG TO VANGUARD MINING CORPORATION: On April 29, 2014, the Company signed an Assignment Agreement to assign, convey and transfer all rights, interests and obligations in connection with the Business Cooperation Agreement between PT Raksasa Metal Agung and the Company to Vanguard Mining Corporation (f/k/a Vietnam Mining Corporation), a Nevada corporation. As part of said Assignment Agreement, the Company also committed itself to arranging the required capital for VNMC to co-develop gold mining opportunities in Central Java, Indonesia with PT Raksasa Metal Agung. VNMC agreed to issue two million shares of its $0.001 par value Common Stock to the Company as consideration for said Assignment Agreement. The Company has not received the stock compensation from VNMC. |
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ASSISTING VANGUARD MINING CORPORATION (F/K/A VIETNAM MINING CORPORATION) IN ACQUISITION OF LIMESTONE CONCESSION IN INDONESIA |
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During the quarter ended June 30, 2014, the Company provided consulting service and assisted Vietnam Mining Corporation (N/K/A Vanguard Mining Corporation; Trading Symbol: “VNMC”) to acquire a 75% equity interest in PT Mega Kencana Persada (“MKPI”), an Indonesian company which owns of limestone tenement of approximate 330 hectares with an IUP Exploration License No. 540/112/K/2012 dated January 27, 2012, in Desa Sipapaga, Kecamatan Panyabungan, Kabupaten Mandailing Natal, Sumatra Utara, Republic of Indonesia. The estimated amount of limestone deposits in this concession area is between 150,000,000 metric tons, subject to independent verification. The Company also committed itself to arranging the required capital for VNMC to develop this limestone concession with MKPI. VNMC agreed to issue three million shares of its $0.001 par value Common Stock to the Company as consideration for this transaction. As of the date of this report, the Company has not received the stock compensation from VNMC. |
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CONSULTING AGREEMENT WITH INDEPENDENT SENIOR GEOLOGIST |
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On April 30, 2014, the Company signed a consulting agreement with an independent senior geologist for certain necessary technical services that will be required in connection with the review, survey, evaluation, and recommendation of mining opportunities and mineral assets, including but not limited to gold, copper, limestone, coal, manganese, and iron ores in Indonesia and elsewhere that may be approved and adopted by the Company. The term of the agreement is two years. The Company agreed to pay the consultant one million shares of Common Stock of Vietnam Mining Corporation (N/K/A Vanguard Mining Corporation) for the duration of the agreement. |
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PAYMENTS OF PAYROLL LIABILITIES |
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On April 29, 2014 the Chairman and President of the Company made a payment in the amount of $19,289.94 to the Employment Development Department of the State of California and another payment in the amount of $41,974.22 to the Department of Treasury, Internal Revenue Service, on behalf of the Company for accrued payroll tax liabilities. |
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STOCK PAYMENT TO WILLIAM H. DAVIDSON |
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On April 8, 2014, the Company transferred 100,000 shares of common stock of Vietnam Mining Corporation (n/k/a Vanguard Mining Corporation, trading symbol: VNMC) from the balance of VNMC shares held by PHI Capital Holdings, Inc. to William H. Davidson as payment towards the settlement amount owed by the Company (Note 11 – Litigation). |
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PAYMENT TO LUBERSKI, INC. |
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On April 29, 2014, the Chairman and President of the Company made a payment in the amount of $322,285.00 to Luberski, Inc. to settle the outstanding balances of principal and accrued interest of the loan dated March 30, 2009 on behalf of the Company. In addition, on April 8, 2014, PHI Capital Holdings, Inc. paid 15,000 shares of Common Stock of Vietnam Mining Corporation (k/n/a Vanguard Mining Corporation) to Luberski, Inc. and its assignee as part of the settlement agreement. |