CONTRACTS AND COMMITMENTS | NOTE 13 CONTRACTS AND COMMITMENTS 1. ACQUISITION OF 51% EQUITY INTEREST IN VINAFILMS JOINT STOCK COMPANY On August 06, 2018, signed a Business Cooperation Agreement with Vinafilms JSC (Công ty Cổ phần Màng Bao Bì Tân Vinh Nam Phát), a Vietnamese joint stock company, with principal business address at Lot G9, Road No. 9, Tan Do Industrial Zone, Duc Hoa Ha Village, Duc Hoa District, Long An Province, Vietnam, hereinafter referred to as “VNF” and its majority shareholder, to exchange fifty-one percent ownership in VNF for Preferred Stock of PHI. According to the Agreement, PHI will be responsible for filing a S-1 Registration Statement with the Securities and Exchange Commission for American Pacific Plastics, Inc., a subsidiary of PHI that holds the 51% On September 20, 2018, a Stock Swap Agreement was signed by and between Ms. Do Thi Nghieu, the majority shareholder holding 76% 3,060,000 50 2. AGREEMENT WITH TECCO GROUP FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On August 10, 2020, Tecco Group, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Tecco Group will contribute $ 2,000,000 49% 156,366 3. AGREEMENT WITH PHAT VAN HUNG CO. LTD. FOR PARTICIPATION IN PHILUX REAL ESTATE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On November 09, 2020, Phat Van Hung Co. Ltd. signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the real estate fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Phat Van Hung Co. Ltd. will contribute $ 2,000,000 49% 4. AGREEMENT WITH XUAN QUYNH LLC FOR PARTICIPATION IN PHILUX INFRASTRUCTURE FUND COMPARTMENT OF PHILUX GLOBAL FUNDS On November 20, 2020, Xuan Quynh LLC, a Vietnamese company, signed an agreement with PHI Luxembourg Development SA, a subsidiary of the Company, to participate in the proposed infrastructure fund compartment of PHILUX Global Funds SCA, SICAV-RAIF. According to the agreement, Xuan Quynh LLC will contribute $ 2,000,000 49% 5. INVESTMENT AGREEMENTS AND MEMORANDUM OF UNDERSTANDING In late 2020, the Company has signed investment agreements and memorandum of understanding with three non-US entities for total investments of more than one billion U.S. dollars. The Company is still actively working towards the potential closing of a $ 350 6. ISSUANCE OF CONVERTIBLE PROMISSORY NOTES During the quarter ended March 31, 2022, the Company has issued the following convertible notes: a. On 1/24/2022, the Company issued a Promissory Note to Sixth Street Lending Group, Ltd., a Virginia corporation, in the amount of $ 53,750 8% This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a 39% discount to the average of the two lowest closing bid prices during the ten trading days immediately prior to the conversion date or may be prepaid on or prior to the 180 th th b. On 2/11/2022, the Company issued a Promissory Note to Sixth Street Lending Group, Ltd., a Virginia corporation, in the amount of $ 43,750 8% This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a 39% discount to the average of the two lowest closing bid prices during the ten trading days immediately prior to the conversion date or may be prepaid on or prior to the 180 th th c. On 3/1/2022, the Company issued a Convertible Promissory Note to Mast Hill Fund LLC, a Delaware limited liability company, in the amount of $ 177,500 12% This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a fixed conversion price of $ 0.0015 750.00 d. On 3/4/2022, the Company issued a Promissory Note to Sixth Street Lending Group, Ltd., a Virginia corporation, in the amount of $ 43,750 8% This note will mature twelve months from the Issue Date and may be convertible into shares of common stock of the Company at a 39% discount to the average of the two lowest closing bid prices during the ten trading days immediately prior to the conversion date or may be prepaid on or prior to the 180 th th 7. DEVELOPMENT OF THE MULTI-COMMODITIES CENTER, ASIA DIAMOND EXCHANGE AND LOGISTICS CENTER IN VIETNAM Along with the establishment of PHILUX Global Funds, since March 2018 the Company has worked closely with the Authority of Chu Lai Open Economic Zone and the Provincial Government of Quang Nam, Vietnam to develop the Asia Diamond Exchange. Quang Nam Provincial Government has agreed in principle to allocate more than 200 On June 04, 2021 the Company incorporated Asia Diamond Exchange, Inc., a Wyoming corporation, ID number 2021-001010234, as the holding company for the development of the Asia Diamond Exchange in Vietnam. In July 2021, the Company conducted an online meeting with the Chairman of Quang Nam Province, the Authority of Chu Lai Open Economic Zone and the heads of various Provincial Departments to update and plan for the implementation of the Asia Diamond Exchange. In addition, another opportunity has arisen with the start of construction of the new international airport in Long Thanh District, Dong Nai Province near Ho Chi Minh City in Southern Vietnam. In December 2020, the Vietnamese central government designated approximately 2,600 8. TERMINATION OF INVESTMENT AGREEMENT On March 6, 2017, PHI Group, Inc., a Nevada corporation (the “Company”) and Azure Capital, a Massachusetts Corporation (the “Investor”) entered into an Investment Agreement (the “Investment Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”), each dated March 6, 2017 between the Company and the Investor. Pursuant to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $ 10,000,000 20,000,000 This Investment Agreement was amended on August 3, 2017 to allow for the reservation of 65,445,000 The Company had filed a S-1 Registration Statement with the Securities and Exchange Commission to include 7,936,600 On September 7, 2021 the Company terminated this Investment Agreement with Azure Capital effective retroactively January 11, 2021 and subsequently submitted a request to the Securities and Exchange Commission on January 14, 2022 to withdraw the Registration Statement on Form S-1 in connection with this offering. 9. AGREEMENT WITH CHOKY F. SIMANJUNTAK (CYFS Group) On August 02, 2021, the Company signed a Letter of Intent with Indonesia-based CYFS Group, headed by Mr. Choky Fernando Simanjuntak, to sponsor and co-found CO2-1-0 (CARBON) CORP to implement a new disruptive carbon mitigation initiative through environmentally sustainable projects starting in Indonesia, Vietnam, other ASEAN countries, and worldwide. On September 21, 2021 CO2-1-0 (CARBON) CORP was incorporated as a Wyoming corporation to manage this program. PHI Group will contribute a major portion of the development budget and will hold 50.1% shares of CO2-1-0 (CARBON). According to the United Nation Framework Convention on Climate Change (UNFCCC), together with the Paris agreement and Kyoto protocol in 2016, where Indonesia has actively participated and agreed to maintain the earth temperature not to exceed by 1,5 degrees Celsius by 2030. The greenhouse gases (GHG), mainly CO2, CH4, N2O, SF6, HFCs, PFCs, are the root cause of global climate change, each of which can be calculated as CER (CO2 Emission Reduction) equivalent. The target for Indonesia is 834 million tonnes of CER by 2030. CO2-1-0 (CARBON) aims to provide a solution in disruptive decentralized new carbon market system using blockchain technology which will be empowering environmentally sustainable projects (renewable energy/ waste/ agriculture/ forestry/ etc.) starting in Indonesia, Vietnam, other ASEAN countries and worldwide. It has a clear and systematic product development roadmap, and the ultimate milestones of the products estimated to be launched in the near future. The solution, methodology, and improved TACCC (transparent, accurate, consistent, complete, and comparable) business process originally introduced by CO2-1-0 (CARBON) CORP are expected to bring full impact to better environment and life of millions. As of the date of this report, CO2-1-0 (CARBON) CORP has launched the carbon emission mitigation program using blockchain and crypto technologies and listed its digital tokens on Digifinex Digital Assets Exchange ( www.digifinex.com 10. AGREEMENT WITH FIVE-GRAIN TREASURE SPIRITS CO., LTD. On January 18, 2022 PHI Group entered into an Agreement of Purchase and Sale with Five Grain Treasure Spirits Co., Ltd. (“FGTS) and the majority shareholders of FGTS (the “Majority Shareholders”) to acquire seventy percent ( 70% 11. SERVICES AGREEMENTS FOR DEVELOPMENT OF ADE TOKENS USING BLOCKCHAIN AND CRYPTO TECHNOLOGIES On September 21, 2021, the Company signed Services Agreements with Johnny Park (“JP”) and Whankuk Je (“WJ”), collectively (“the Consultants”), to form an “Asia Diamond Exchange Blockchain Task Force” to develop “ADE Tokens” in connection with the Asia Diamond Exchange to be established in Vietnam. The Consultants will be totally responsible for planning, organizing, designing, structuring, configuring, programming and implementing the necessary systems, architecture, and platform for launching a most optimum ADE Token possible in connection with the Asia Diamond Exchange using advanced crypto and blockchain technologies to finance the development and implementation of the Asia Diamond Exchange project. As of March 31, 2022, the Company has issued One Billion One Hundred Fifty Million ( 1,150,000,000 1,150,000,000 12. FINANCING CONTRACT AGREEMENT WITH HAJ FINANCE GROUP Effective October 17, 2021 the Company signed a contract agreement with Haj Finance Group, a corporation registered in Oman, Hatat House Ground Floor, Ruwi, Muscat, Sultanate of Oman, for a financing program in the amount of $ 1,500,000,000 2.5% thirty-five years three-year The Company has satisfied certain international legal and administrative requirements, set up a Special Purpose Vehicle in United Arab Emirates under the name of PHILUX DUBAI GLOBAL LLC FZCO, Formation No. DAFZA-FZCO-CF-1095, License No. DAFZA-FZC-CF-1095.22, and is in the process of completing the Hawala Global Certification process with the Central Bank of United Arab Emirates and the Anti-Graft Clearance Certificate by the Gulf Cooperation Council towards the expected release of the financing proceeds. 13. BUSINESS COOPERATION AGREEMENT WITH DIGITAL SOLUTIONS COMPANY LTD. On November 1, 2021, the Company signed an Business Cooperation Agreement with Digital Solutions Company Limited, a Vietnamese company, to cooperate in developing technical solutions for a variety of industries, including real estate, energy, agriculture and healthcare using digital, blockchain and crypto technologies. Digital Solutions currently assists CO2-1-0 (CARBON) CORP, a subsidiary of PHI Group, Inc., to launch the new disruptive carbon mitigation initiative and will also support PHI Group with technological solutions for the Asia Diamond Exchange to be established in Vietnam, as well as jointly advance a number of special projects for the benefits of both companies. 14. LOAN AGREEMENT DEED WITH NEOK FINANCIAL INCORPORATED On November 14, 2021 the Company signed a Loan Agreement Deed with Neok Financial Incorporated, a corporation organized and existing under the laws of United Arab Emirates, with office address located at Trade Center Road, Bur Dubai, Dubai, United Arab Emirates, for a financing program in the amount of $ 2,000,000,000 which carries an rate of fixed interest of 2.00% per annum for the term of thirty-five ( 35 ) years. The closing of this transaction would be subject to the registration of a Special Purpose Vehicle (SPV) within United Arab Emirates, the signing of the closing documents and the approval of the transfer of funds by the appropriate oversight authorities. The Company intends to use the funds for the establishment of the Asia Diamond Exchange and the Multi-Commodities Center in Vietnam, for financing selective projects in the areas of real estate, infrastructure, renewable energy, healthcare, and for other investment opportunities in connection with PHILUX Global Funds SCA, SICA-RAIF, a group of Luxembourg bank funds sponsored by the Company. This event was reported to the Securities and Exchange Commission on Form 8-K filed on November 22, 2021. Due to the lack of meaningful progress with this transaction, the Company has unilaterally terminated this agreement as of the date of this report. 15. LOAN APPROVAL LETTER AND TERM SHEET WITH GEZA HOLDING AG On December 10, 2021, the registrant received a Loan Approval Letter from Geza Holding AG, a Swiss company located at Bleicherweg 18, 8002, Zurich, Switzerland for a USD 1.5 billion fifteen years 3.5% one-year The Company intended to use the funds from this loan program for a variety of investment opportunities, including but not limited to the Asia Diamond Exchange, the Multi-Commodities Center, selective projects in the areas of real estate, infrastructure, renewable energy, healthcare, agriculture and special opportunities. The closing of this transaction would be subject to having met certain administrative and legal requirements, including operational due diligence, technical and financial due diligence and evaluation work, approval of management and board of directors, execution of a definitive agreement and the incorporation of a Special Purpose Company (SPV), which are customary and reasonable for a transaction of this type. This event was reported to the Securities and Exchange Commission on Form 8-K filed on December 20, 2021. Due to the protracted delays in the due diligence process, the Company has unilaterally terminated this transaction as of the date of this report. 16. AGREEMENT WITH CAT TUONG AGRICULTURAL PROCESSING AND PRODUCTION COMPANY LIMITED On December 17, 2021, the Company signed a consulting agreement with Cat Tuong Agricultural and Production Company Ltd. (“CAT TUONG”), a Vietnamese company, to assist CAT TUONG to list its stock on the Nasdaq Stock Market and obtain long-term financing for growth and expansion . According to the agreement, PHI Group will receive $ 1,000,000 17. Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc. On December 27, 2021, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following resolutions in lieu of a meeting: WHEREAS , NOW, THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to June 30, 2022 and amend the provisions for the afore-mentioned stock dividend as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of June 30, 2022 (the New Record Date) is two thousand ( 2,000 2,000 Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission. This event was reported with the Securities and Exchange Commission in Form 8-K filed on December 30, 2021. 18. INCORPORATION OF PHILUX GLOBAL ENERGY, INC. On January 3, 2022, the Company filed “Profit Corporation Articles of Incorporation” with the Wyoming Secretary of State to incorporate “PHILUX GLOBAL ENERGY, INC.” – Original ID: 2020-001066221, as a wholly-owned subsidiary of the Company to serve as the holding company for the contemplated acquisition of fifty-point one percent ( 50.10% 19. Memorandum of Understanding/Loan Agreement between Al Aqel and Partners Investment LLC and PHI Group, Inc. On January 17, 2022, the registrant signed a Memorandum of Understanding/Loan Agreement with Al Aqel and Partners Investment LLC, an Oman company with address at Muscat Governorate Bousher 119 Alamarat, Muscat. P.O. BOX: 2393 Sultanate of Oman, for a One Billion ten years 3.00% two-year The closing of this transaction is subject to having met certain administrative, legal and financial requirements, including a collateral for the loan to be secured by a surety bond of 1% of the total loan amount to deducted from the proceeds of the loan. The Company intends to use the funds from this loan program for acquisition and development of operating business targets, as well as investment in selective projects in the areas of real estate, infrastructure, renewable energy, healthcare, agriculture and special opportunities. This event was reported with the Securities and Exchange Commission on Form 8-K filed on January 31, 2022. 20. Loan Agreement between Arab League Investment Group and PHI Group, Inc. On January 17, 2022, the registrant signed a Loan Agreement with Arab League Investment Group, an Egyptian company with address at Arab League Tahrir Square, Downtown Business District, Cairo, Egypt, for acquisition financing Two Hundred Million fifteen years 2.5% three-year The closing of this transaction is subject to having met certain administrative, legal and financial requirements, including an acceptable and satisfactory collateral for the loan. The Company intends to use the funds from this loan program for the acquisition of two target companies and further business development of the acquirees. This event was reported on Form 8-K as filed with the Securities and Exchange Commission on January 31, 2022. 21. AGREEMENT OF PURCHASE AND SALE WITH KOTA CONSTRUCTION LLC AND KOTA ENERGY GROUP LLC Effective January 26, 2022, PHI Group, Inc. signed Agreements of Purchase and Sale with KOTA Construction LLC and KOTA Energy Group LLC, both of which are California limited liability companies (collectively referred to as “KOTA”), to acquire 50.10% 12,524,469 50.10% 51,600,531 64,125,000 KOTA, operating under two legal entities as Kota Energy Group LLC and Kota Construction LLC, provides solutions for solar energy to residential and commercial customers, with unique competitive advantages. As one of the fastest growing sales and installation engines in the country, KOTA prioritizes itself to have the best employee and customer experience possible, through its high standard of installation quality, its industry leading technology platforms, which enable increased sales volume, while maintaining fast, and transparent project timelines. It’s strategic partnerships with key players in the solar industry, have increased margins, while delivering top tier products to customers, without sacrificing quality. KOTA’s guiding core values of “Become, Create, Give” have been the driving factor in decision making that have led it to become the most highly sought-after solar company to work with in the solar industry. Website: KOTA Energy Group: https://www.kotasolar.com. KOTA management has agreed to extend the closing date as the Company is currently working with several lenders to arrange the necessary financing and expecting to be able to close this transaction as soon as possible. 22. OFFERING STATEMENT ON FORM 1-A On February 9, 2022, the Company filed a Form 1-A with the Securities and Exchange Commission to offer up to 3,750,000,000 0.001 75,000,000 23. AGREEMENT WITH SIENNALYN GOLD MINING CORPORATION On February 22, 2022, the Company entered into a Business Cooperation Agreement with Siennalyn Gold Mining Corporation, a Philippine company with principal address at 19 Quezon Street, Del Rey Ville 1, Baesa, Quezon City, Philippines (“SGMC”), represented by Ms. Fe Melchora B. Alam, its Chairman, President and Chief Executive Officer, in order to cooperate with other to finance, develop, mine and process the mineral assets under the Mineral Production Sharing Agreement (MPSA) denominated as 076-97-IX granted by the Philippine Government through the Department of Environment and Natural Resources (DENR) – Mines and Geosciences Bureau (MGB) to Siennalyn Gold Mining Corporation, which covers 4,116 PHI Group, Inc. agrees to provide assistance to SGMC in the execution of its business plan, including but not limited to corporate governance, financial, technical and other pertinent matters as needed and will assist SGMC in its future listing on an international stock exchange such as New York Stock Exchange or the Nasdaq Stock Markets. American Pacific Resources, Inc., a wholly-owned subsidiary of PHI Group, Inc. will be entitled to thirty percent ( 30% This Business Cooperation Agreement became effective upon signing and will terminate after a period of one year from the date of signing unless extended in writing by the Parties. 24. EQUITY LINE OF CREDIT WITH INSTITUTIONAL INVESTOR On March 01, 2022, the Company entered into an equity purchase agreement with an institutional investor (“The Investor”) as follows: The Investor will provide an equity line of up to $ 10,000,000 10,000,000 The pricing period of each put will be the 7 trading days immediately following receipt of the Put Shares (the “Pricing Period”). The purchase price per share shall mean 90% of the average of the 2 lowest volume-weighted average prices of the Common Stock during the Pricing Period, less clearing fees, brokerage fees, other legal, and transfer agent fees incurred in the deposit (the “Net Purchase Amount”). The Investor shall pay the Net Purchase Amount to the Company by wire for each Drawdown Notice within 2 business days of the end of the Pricing Period. The put amount in each Drawdown Notice shall not be less than $50,000 and shall not exceed the lesser of (i) $500,000 or (ii) 200% of the average dollar trading volume of the Common Stock during the 7 trading days immediately before the Put Date, subject to Beneficial Ownership cap. There shall be a 7 trading day period between the receipt of the Put Shares and the next put. The Company intends to file an S-1 Registration Statement with the Securities and Exchange Commission for this Equity Line of Credit. |