Contracts and Commitments | NOTE 20 CONTRACTS AND COMMITMENTS BUSINESS AND FINANCIAL CONSULTING AGREEMENT WITH THINH HUNG INVESTMENT CO. During the fiscal year ended June 30, 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. 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 and has been extended to December 10, 2015. 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 and has been extended to February 24, 2016. PACA will be entitled to cash success fee and equity success fee for each successful financing transaction. 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. 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. 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 VNs agroforestry and afforestation business. On July 28, 2014 Asia Green Corporation changed its name to Omni Resources, Inc to pursue a new business. 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, k/n/a Vanguard 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 pre-split 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. During the quarter ended March 31, 2015, PHI Capital Holdings received sixteen million post-split shares of Common Stock of VNMC as compensation for the services rendered. 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. As of the date of this report no proceeds have been collected from bonds. ASSUMPTION OF DEBT BY AGENT155 MEDIA CORPS OFFICER. October 29, 2014, Christopher Martinez, President of Agent155 Media Corp. personally assumed the balance of $66,955 previously owed to the Company by Agent155 Media Corp. as his personal obligations retroactively December 31, 2011. BUSINESS COOPERATION AND INVESTMENT AGREEMENT WITH AG MATERIALS, LLC. On January 7, 2015, the Company signed a Business Cooperation and Investment Agreement with AG Materials, LLC, an Alabama limited liability company, (AGM) to primarily cooperate with each other to establish and operate a 200,000 MT wood pellet plant in Live Oak, Suwannee County, Florida. Both AGM and the Company intend to utilize the benefits of AGMs previous arrangements with Klausner Lumber One, LLC, a wholly-owned subsidiary of Klausner Group, an Australian company, to purchase 400,000 to 800,000 short tons (ST) of feedstock per year from Klausner Lumber One, to purchase a fifteen-acre parcel of land to build the new wood pellet plant in Live Oak, Suwannee County, Florida. The Company will be responsible for providing the required capital for the purchase of land, machinery and equipment, and accessories, for construction and for working capital of the new wood pellet plant. AGM and the Company will enter into a definitive agreement which includes specific terms and conditions, obligations, benefits, representations, warranties, covenants, and indemnities customary for a transaction of this type. Both parties have incorporated Cornerstone Biomass Corporation, a Florida corporation, as the entity to manage the joint-venture wood pellet project in Live Oak, Florida. Moreover, AGM and the Company may from time to time cooperate with each other and jointly engage in other business activities that deem mutually acceptable and beneficial to both parties. PURCHASE AND SALE AGREEMENT WITH PT MEGA KENCANA PERSADA On March 16, 2015 the Company signed an Agreement of Purchase and Sale, to be effective as of April 1, 2015, with PT Mega Kencana Persada (MKPI), an Indonesian company, and its majority shareholders (the Shareholders) to acquire a seventy-five percent (75%) equity ownership of and the rights to explore and mine the 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, in exchange for $950,000 in cash and $3,800,000 in the Companys Class A Preferred Stock valued at $1.00 per share. As of the date of this report, both parties have yet to close the Purchase and Sale Agreement. BUSINESS COOPERATION AND INVESTMENT AGREEMENT WITH CV BERKAT DOA MAMA On May 1, 2015, the Company signed a Business Cooperation and Investment Agreement (BCIA) with CV Berkat DoA Mama, an Indonesian company, to: (1) develop and mine a 6,200-hectare coal concession with estimated deposits of 33-55 million MT in Kabupaten Kapuas, Central Kalimantan, (2) build a 30-MW coal-fired power plant in Kota Jayapura, Provinsi Papua, Indonesia, (3) potentially build a mine-mouth coal-fired power plant in Kabupaten Kapuas, Central Kalimantan, and (4) supply coals to the Indonesian domestic market and other countries, particularly Vietnam, Thailand, Malaysia, Japan, India and China. The BCIA calls for PHI Group, Inc. to sign a conditional Purchase and Sale Agreement within twenty one days after the signing of the BCIA to acquire a 70% equity ownership of CV Berkat DoA Mama, to start a drilling program two weeks after the signing of the conditional Purchase and Sale Agreement, and to sign the definitive Purchase and Sale Agreement thirty days after the drilling and boring results are confirmed. After additional due diligence review, the Company decided not to further pursue this transaction and has continued vetting other coal concessions for acquisition under its long-term energy asset accumulation program. CONSULTING ENGAGEMENT AGREEMENT WITH MYSON INVESTMENT AND IMPORT EXPORT JSC On May 7, 2015, PHI Capital Holdings, Inc., a wholly owned subsidiary of the Company, signed a Consulting Engagement Agreement with Myson Investment and Import Export Joint Stock Company (Myson JSC), a Vietnamese company, to provide consulting services to and assist Myson JSC to become a fully reporting public company in the U.S. Stock Market. As of June 30, 2015, PHI Capital Holdings received $50,000 in cash to defray the costs associated with the services rendered and 26,166,746 shares of common stock in Myson Group, Inc., a U.S. public company traded on the OTC Markets (Trading symbol: MYSN). BUSINESS COOPERATION AGREEMENT AND MASTER CONTRACT FOR PURCHASE AND SALE OF SAND WITH KIEN HOANG MINERALS JOINT STOCK COMPANY On May 8, 2015, the Company signed a Business Cooperation Agreement with Kien Hoang Minerals Joint Stock Company ( KHM JSC), a Vietnamese company, to develop and expand international markets for KHMs mineral products, particularly exports of reclamation sand and granite to Singapore through Primearth Resources Asia Pte Ltd, another strategic partner of the Companys. The Company was granted the first right of refusal by KHM to purchase approximately 102 million cubic meters of sand and 40 million cubic meters of granite. On June 12, 2015, the Company signed a Master Contract for Purchase and Sale of 60 million cubic meters of sand recovered from the dredging and clearing of traffic pathways at De Gi estuary and surrounding areas in Binh Dinh Province, Vietnam over a period of five years for exports to Singapore and other Asian markets. CONSULTING AGREEMENT WITH SPORTS POUCH BEVERAGE COMPANY On June 3, 2015, PHI Capital Holdings, Inc., a wholly owned subsidiary of the Company, signed a Consulting Engagement Agreement with Sports Pouch Beverage Company (SPBV), a Nevada corporation, to provide consulting services and assist SPBV with respect to business development, mergers and acquisitions, corporate governance, and corporate finance. PHI Capital Holdings, Inc. is entitled to receive up to forty percent of common stock in SPBV as compensation for the services rendered. The duration of this agreement is one year. AGREEMENT WITH PRIMEFORTH RENEWABLE ENERGY LTD. On June 24, 2015, PHI Capital Holdings, Inc., a wholly owned subsidiary of the Company, signed a Consulting Engagement Agreement with Primeforth Renewable Energy Ltd. (Primeforth), a Singaporean company, to provide consulting services with respect to corporate development, corporate finance and debt financing for Primeforth Renewable Energy. PHI Capital Holdings is entitled to a one-time non-refundable professional fee of $20,000 and 4% cash success fee for any financing arranged for Primeforth. The term of this agreement is two years. Primeforth is engaged in developing alternative energy using patented microalgae technologies. |