CONTRACTS AND COMMITMENTS | NOTE 18 CONTRACTS AND COMMITMENTS 1. TERMINATION OF BUSINESS COOPERATION AGREEMENT WITH 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 % equity ownership in VNF, to become a fully-reporting public company in the U.S. Stock Market. On September 20, 2018, a Stock Swap Agreement was signed by and between Ms. Do Thi Nghieu, the majority shareholder holding 76 % of ownership in VNF, and PHI to exchange 3,060,000 shares of ordinary stock of VNF owned by Ms. Do Thi Nghieu for 50 million shares of Class A Series III Cumulative, Convertible, Redeemable Preferred Stock of PHI. Though this transaction was technically closed on September 28, 2018, the Company did not recognize the operations of Vinafilms JSC in its consolidated financial statements as of June 30, 2022. On October 20, 2022, the Company, VNF and Ms. Do Thi Nghieu signed an agreement to terminate said Business Cooperation Agreement and Stock Swap Agreement. The termination of the referenced Business Cooperation Agreement, retroactively effective August 06, 2018, was due to the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which made it infeasible for the Parties herein to continue the originally-planned Business Cooperation Agreement. 2. CONSULTING SERVICE AGREEMENT WITH GLINK APPS JSC On December 23, 2019, PHI Capital Holdings, Inc. a subsidiary of the Company, (name changed to PHILUX Capital Advisors, Inc. effective June 03, 2020) signed a Consulting Service Agreement to provide consulting service to Glink Apps JSC, a Wyoming corporation, and assist the latter to become a publicly traded company in the U.S. According to the agreement, Glink Apps JSC will pay PHI Capital Holdings, Inc. $ 88,500 in cash and five million ( 5,000,000 ) shares of its common stock of the newly combined public entity after a 1-for-500 reverse split for the consulting service to be rendered. 3. 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 for 49 % ownership of the general partners’ portion of said infrastructure fund compartment. As of June 30, 2022, Tecco Group has paid a total of $ 156,366.25 towards the total agreed amount. 4. INVESTMENT AGREEMENTS AND MEMORANDUM OF UNDERSTANDING From August 24, 2020 to November 03, 22, the Company and its subsidiaries have entered into loan financing agreements, investment management agreements, joint venture agreement, and memorandum of understanding with six international investor groups for a total six billion three hundred million U.S. dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company expects to begin receiving capital through these sources in the near future to support its merges and acquisitions and investment programs. 5. 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 hectares in the sanctioned Free-Trade Zone near Chu Lai Airport, Nui Thanh District, Quang Nam Province in Central Vietnam for us to set up a multi-commodities center which would include the Asia Diamond Exchange. 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 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 hectares of land in Bau Can and Tan Hiep Villages, Long Thanh District, Dong Nai Province as a new industrial zone. The Company has submitted a request for additional land close to the new Long Thanh International Airport to develop the Long Thanh Multi-Commodities Logistics Center (LMLC) together with the Industrial Zone and is currently working with the Dong Nai Provincial People’s Committee and the relevant ministries of the Vietnamese central government on this project. 6. 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 worth of the Company’s common stock, over a period of 36 months from the effectiveness of the registration statement registering the resale of shares purchased by the Investor pursuant to the Investment Agreement. The Company agreed to initially reserve 20,000,000 shares of its Common Stock for issuance to the Investor pursuant to the Investment Agreement. In the event the Company cannot register a sufficient number of shares of its Common Stock for issuance pursuant to the Investment Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of shares required for the Company to perform its obligations in connection with the Investment Agreement as soon as reasonably practical. This Investment Agreement was amended on August 3, 2017 to allow for the reservation of 65,445,000 shares of the Company’s Common Stock for issuance to the Investor pursuant to the corrected Investment Agreement. The Company had filed a S-1 Registration Statement with the Securities and Exchange Commission to include 7,936,600 shares of its Common Stock for issuance in connection with the first tranche of the Equity Line Facility. The S-1 Registration Statement, as amended, was declared effective by the Securities and Exchange Commission on January 11, 2018. 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. 7. AGREEMENT WITH CHOKY F. SIMANJUNTAK (CYFS Group) TO ESTABLISH CO2-1-0(CARBON) CORP In August 2021, PHI Group 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. During the fiscal year ended June 30, 2022, PHI Group, Inc. contributed a major portion of the development budget for CO2-1-0 (CARBON) CORP) and hold 50.1% shares of CO2-1-0 (CARBON). On April 22, 2022, CO2-1-0 (CARBON) CORP launched the carbon emission mitigation program using blockchain and crypto technologies and listed its digital tokens on Digifinex Digital Assets Exchange ( www.digifinex.com 8. 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 %) of ownership in FGTS for the total purchase price of one hundred million U.S. dollars, to be paid in three tranches. The Company has renegotiated with Five-Grain on terms to cooperate in producing American-made baijiu products through its subsidiary Empire Spirits, Inc. in California, USA. The details of the renegotiated transcation will be announced upon the official signing of a new agreement between the two parties. 9. 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 ) shares of Common Stock of PHI Group, Inc. to JP and One Billion One Hundred Fifty Million ( 1,150,000,000 ) shares of Common Stock of PHI Group, Inc. to WJ from the 2021 Employee Benefit Plan of PHI Group, Inc. as filed with the Securities and Exchange Commission on September 17, 2021. 10. 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 which carries an interest rate of 2.5 % per annum for thirty-five years with a three-year grace period. The closing of this transaction is to occur after 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 Central Bank of United Arab Emirates (CBUAE). 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, 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. 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 for the release of the financing proceeds. 11. 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 has assisted 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. 12. 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. 13. 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 project financing loan program and on December 15, 2021 the registrant signed a Term Sheet with Geza Holding AG for the proposed financing. According to the Loan Approval Letter and the Term Sheet, the term of the loan will be fifteen years and the interest rate will be 3.5% per annum, with a one -year grace period. 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. 14. 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% ) ownership in both Kota Energy Group LLC and Kota Construction LLC, both of which are California limited liability companies. 15. 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 project financing loan program of One Billion U.S. dollars. The term of the loan will be ten years and the interest rate will be 3.00% per annum, with a two -year grace period. 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 . This event was reported with the Securities and Exchange Commission on Form 8-K filed on January 31, 2022. 16. 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 loan program of Two Hundred Million U.S. dollars. The term of the loan will be fifteen years and the interest rate will be 2.5% per annum, with a three -year grace period. 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. This event was reported on Form 8-K as filed with the Securities and Exchange Commission on January 31, 2022. 17. 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% of Kota Energy Group LLC for $ 12,524,469 and 50.10% of Kota Construction LLC for $ 51,600,531 , totaling $ 64,125,000 , to be paid in cash. The closing date of these transactions shall be the date on which the closing actually occurs, which is expected to happen as soon as possible and no later than forty-five days from the effective day. KOTA, operating under two legal entities as Kota Energy Group LLC (‘KEG”) and Kota Construction LLC (“KCCO”) , 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. In the second and latest amendment signed on August 3, 2022 to the Agreements of Purchase and Sale with KOTA, the concerned parties have agreed that PHI Group, Inc. would pay Fifteen Million Six Hundred Fifty-Five Thousand Two Hundred Forty-Eight U.S. Dollars ($ 15,655,248 ) to Kota Energy Group LLC (“KEG”), in exchange for fifty point one percent ( 50.10% ) of the equity ownership in KEG, and Sixty-Four Million Five Hundred Four Thousand Seven Hundred Fifty-Two U.S. Dollars ($ 64,504,752 ) to KCCO, in exchange for fifty point one percent ( 50.10% ) of the equity ownership in KCCO. 17. 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 shares of its Common Stock, par value of $ 0.001 per share, under Tier 2 - Regulation A to raise up to $ 75,000,000 . The Company intends to use the proceeds from this offering to pay for acquisitions, business development and working capital. This Form 1-A was declared abandoned by the Staff of the Securities and Exchange Commission on January 6, 2023. 18. 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 hectares contract area situated in the Municipalities of RT Lim, Ipil and Tinay of the Province of Zamboanga Sibugay, Republic of Philippines. 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% ) profit sharing in SGMC for a period of twenty-five years or based on the lifespan of the MPSA, upon the success of the financing arrangement mentioned herein. 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. 19. JOINT VENTURE AGREEMENT WITH DANANG RUBBER JSC AND TIN THANH GROUP In June 2022, the Company signed an joint venture agreement with Danang Rubber Joint Stock Company (DRC) (https://drctire.com/) and Tin Thanh Group (TTG) (https://tinthanhgroup.vn/en/) to cooperate in increasing DRC’s tire production and executing an innovative sales and marketing program targeting annual revenues of 5.5 billion dollars by 2025. The DRC-TTG truck tire leasing service program with complete multi-function and insurance package is designed to provide the following features and benefits to the consumers: 1. Smart tires with mounted chips to track and manage journey. 2. Saving of 10-20% compared to buying tires. 3. No cost to change tires. 4. No environmental fees when replacing old tires. 5. No need to pay for periodic tire maintenance checks. 6. No need to pay for buying tires when changing new tires. 7. No need to pay for tire insurance. 8. No increase in fuel or lubricant consumption compared to before using this service. 9. Tires use clean and renewable energy thus also benefiting the environment. |