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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 20, 2022

 

 

PHI GROUP, INC.

(n/k/a PHILUX GLOBAL GROUP INC.‚

(Exact name of registrant as specified in its charter)

 

Wyoming   001-38255-NY   90-0114535
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

2323 Main Street, Irvine, CA   92614
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 714-793-9227

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   PHIL   OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. ☐.

 

 

 

 

 

 

Item 1.02 Termination of Material Definitive Agreements.

 

1.Termination of Business Cooperation Agreement with Vinafilms Joint Stock Company

 

On October 20, 2022, Philux Global Group Inc. (f/k/a PHI Group, Inc.), 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, and Ms. Do Thi Nghieu, the majority shareholder of Vinafilms JSC, signed an agreement to terminate the Business Cooperation Agreement that was previously entered into by the parties hereto on August 06, 2018. The termination of the referenced Business Cooperation Agreement, retroactively effective August 06, 2018, is due to the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which make it infeasible for the Parties herein to continue the originally-planned Business Cooperation Agreement.

 

The foregoing description of the Agreement for Termination of Business Cooperation Agreement dated October 20, 2022 between PHI Group, Inc. (n/k/a Philux Global Group Inc.) Vinafilms JSC and Ms. Do Thi Nghieu, the majority shareholder of Vinafilms JSC, is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHBITS

 

Item 9.01 Financial Statements and Exhibits

 

The following is a complete list of exhibit(s) filed as part of this Report.

 

Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.

 

Exhibit No.   Description
10.1.   Agreement for Termination of Business Cooperation Agreement dated October 20, 2022, to be retroactively effective August 06, 2018, by and among Philux Global Group Inc. (f/k/a PHI Group, Inc.), 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, and Ms. Do Thi Nghieu, the majority shareholder of Vinafilms JSC.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 21, 2022

 

PHILUX GLOBAL GROUP INC.

(f/k/a PHI GROUP, INC.)

 
(Registrant)  
 
By: /s/ Henry D. Fahman  
  Henry D. Fahman  
  Chairman and CEO  

 

 

 

 

 

Exhibit 10.1

 

AGREEMENT FOR TERMINATION

OF BUSINESS COOPERATION AGREEMENT

 

This AGREEMENT FOR TERMINATION OF BUSINESS COOPERATION AGREEMENT (“Termination Agreement”) is made on the 20th day of October 2022, to be retroactively effective August 06, 2018, (the “Effective Date”), by and among Philux Global Group Inc. (f/k/a PHI Group, Inc., “PHI”), a Wyoming corporation, with principal business address at 2323 Main Street, Irvine, CA 92614, USA, hereinafter referred to as “PGG”, 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 Ms. Do Thi Nghieu, hereinafter referred to as “DTN”.

 

WITNESSETH:

 

WHEREAS, on August 06, 2018, PGG 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, (VNF) and Ms. Do Thi Nghiem, its majority shareholder (DTN), to exchange fifty-one percent ownership in VNF for Preferred Stock of PHI. According to the Agreement, PHI would 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;

 

WHEREAS, on September 20, 2018, a Stock Swap Agreement was signed by and between DTN, the majority shareholder holding 76% of ownership in VNF, and PHI to exchange 3,060,000 shares of ordinary stock of VNF owned by DTN 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, PGG has never recognized the operations of Vinafilms JSC in its consolidated financial statements due to the Covid-19 pandemic and other external and internal factors that have prevented the Parties herein from completing a GAAP audit of Vinafilms JSC financial statements by a PCAOB-registered auditing firm;

 

WHEREAS, due to the resultant impact of the Covid-19 pandemic and particular microeconomic conditions which make it infeasible for the Parties herein to continue the originally-planned Business Cooperation Agreement, it deems to be in the best interests of PGG, VNF and DTN to terminate the referenced Business Cooperation Agreement in its entirety;

 

NOW THEREFORE, the Parties hereto agree as follows:

 

1. Agreement for Termination of Business Cooperation Agreement dated August 06, 2018 by and among PHI Group, Inc. (n/k/a Philux Global Group Inc.), Vinafilms JSC and Ms. Do Thi Nghieu:

 

PHI Group, Inc. (n/k/a Philux Global Group Inc.), Vinafilms JSC and Ms. Do Thi Nghieu hereby agree to terminate said Business Cooperation Agreement in its entirety. Notwithstanding certain provisions contained therein, said Business Cooperation Agreement and its terms and conditions are null and void retroactively effective August 06, 2018.

 

AGREEMENT FOR TERMINATION OF
BUSINESS COOPERATION AGREEMENT
VINAFILMS JSC – PHI GROUP INC

1
 

 

2. Reimbursement of auditing expenses: PHI agrees to reimburse VNF for all such reasonable auditing expenses incurred or paid for by VNF in connection with the financial audits carried out by DylanFloyd and M.S. Madhava Rao auditing firms with respect to said Business Cooperation Agreement.

 

3. Alternative Options: The parties herein agree to study various alternative options for potential future cooperation, including restructuring or outright purchase in entirety of VNF, as the case may be, following the Termination of said Business Cooperation Agreement.

 

4. Indemnification: Each of the Parties hereto agrees to indemnify and hold harmless the other Party and their respective officers, directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, representatives, affiliates and/or otherwise related persons and entities, and their respective officers, directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, and representatives, respectively from and against any and all claims, demands, damages, including but not limited to their reasonable attorneys’ fees and costs, arising from or relating to any breach of this Termination Agreement and/or its terms and conditions by a breaching Party.

 

5. Governing Law and Forum: This Termination Agreement and the entire relationship among the Parties will be governed by and construed under the laws of the State of California. Any dispute arising under, out of or in connection with this Termination Agreement, including any question regarding its existence, validity or termination, shall be referred to and be finally resolved by binding arbitration in Los Angeles, California before a single arbitrator. The American Arbitration Association Rules published and current at the date of the referral of any dispute to arbitration pursuant to this clause shall control the selection of the arbitrator and the arbitration process. The rules and regulations of the American Arbitration Association shall be deemed to be valid and acceptable by reference into this clause, and no further agreement of the Parties shall be required to initiate such proceeding. The Party prevailing in such arbitration shall be entitled to recover, in additional to all other remedies or damages, reasonable attorneys’ fees and costs. The Parties acknowledge and agree that the arbitrator shall have the authority to enter orders and make awards of specific performance and/or injunctive relief.

 

6. Notices: Any notice of other communication required or permitted by this Termination Agreement must be in writing and will be deemed given when (i) delivered in person; (ii) submitted by facsimile with written confirmation of transmission or by email with receipt verification; (iii) delivered by overnight or two day courier, with receipt and date of delivery stated; or (iv) when mailed by U.S. First Class Mail addressed to:

 

AGREEMENT FOR TERMINATION OF
BUSINESS COOPERATION AGREEMENT
VINAFILMS JSC – PHI GROUP INC

2
 

 

(a) Philux Global Group Inc. (f/k/a PHI Group, Inc.):

 

PHI Group, Inc.

(n/k/a Philux Global Group Inc.)

2323 Main Street

Irvine, CA 92614, U.S.A.

Telephone: (714) 793-9227

Facsimile: (657) 204-2692

Email: info@philuxglobal.com

 

(b) Vinafilms JSC

 

Vinafilms Joint Stock Company

Lot G9, Road No. 9, Tan Do Industrial Zone

Duc Hoa Ha Village, Duc Hoa District

Long An Province, Vietnam

Telephone: +84966316831

Email: duongthai@my.com

 

(c) Majority Shareholder

 

Ms. Do Thi Nghieu

Vinafilms Joint Stock Company

Lot G9, Road No. 9, Tan Do Industrial Zone

Duc Hoa Ha Village, Duc Hoa District

Long An Province, Vietnam

Telephone: +84966316831

Email: duongthai@my.com

 

7. Amendments: This Termination Agreement may not be modified or amended except by written document signed by all the Parties.

 

8. Parties: This Termination Agreement is for the benefit of, and binds, all the Parties, their successors and permitted assigns.

 

9. Severability: The provisions of this Termination Agreement will be deemed severable, and if any part of any provision is held illegal, void or invalid under applicable law, such provision will be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Termination Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Termination Agreement will not in any way be affected or impaired but will remain binding in accordance with their terms.

 

AGREEMENT FOR TERMINATION OF
BUSINESS COOPERATION AGREEMENT
VINAFILMS JSC – PHI GROUP INC

3
 

 

IN WITNESS WHEREOF, the Parties hereto have agreed and executed this Agreement for Termination of Business Cooperation Agreement as of the day and year first above written.

 

DATED: October 20, 2022

 

PHILUX GLOBAL GROUP INC.  
(f/k/a PHI GROUP, INC.)  
A Wyoming Corporation  
   
By: /signed and sealed/ Henry D. Fahman  
  Henry D. Fahman, Chairman and Chief Executive Officer  
 
VINAFILMS JSC  
A Vietnamese Joint Stock Company  
   
By: /signed and sealed/ Do Thi Nghieu  
  Do Thi Nghieu, Chairwoman  
 
MAJORITY SHAREHOLDER  
   
By: /s/ Do Thi Nghieu  
  Do Thi Nghieu, an individual  

 

AGREEMENT FOR TERMINATION OF
BUSINESS COOPERATION AGREEMENT
VINAFILMS JSC – PHI GROUP INC

4