PHIL PHI Group Inc (PK)

 

 

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): December 8, 2023

 

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: 714-642-0571

 

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. ☐.

 

 

 

Section 1 – Registrant’s Business and Operations

 

Item 1.01 Entry into Material Definitive Agreements

 

Agreement for Comprehensive Cooperation dated December 8, 2023 between Eng. Dat Minh Doan and Philux Global Group Inc (a/k/a PHI GROUP, INC.)

 

On December 8, 2023, Eng. Dat Minh Doan, an individual (the “Inventor”), and Philux Global Group, Inc. (a/k/a PHI GROUP, INC.) entered into an Agreement for Comprehensive Cooperation Agreement and agreed to undertake the followings:

 

1) Applying the Inventor’s proprietary inventions that are specifically designed to exploit the earth’s available geomagnetic energy to generate energy and store energy without using an energy storage system (ESS).

 

2) Producing and providing generators using the earth’s available geomagnetic energy.

 

3) Producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by the earth’s available geomagnetic energy.

 

4) Developing additional multiple new technologies.

 

The Parties agree to use Philux Global Energy, Inc., a Wyoming corporation and wholly-owned subsidiary of Philux Global Group, Inc., Registration Number 2022-001066221, incorporated on January 3, 2022, as the operating company to commercialize energy-related products based on the proprietary researches and developments of the Inventor.

 

The Inventor shall serve as the Chief Technology Officer of Philux Global Energy, Inc. and transfer certain intellectual properties related to energy generation and energy storage using the earth’s available geomagnetic energy to Philux Global Energy, Inc. to be patented jointly under the name of the Inventor and Philux Global Energy, Inc. for commercialization.

 

The Inventor and the Registrant each will hold fifty percent (50%) of the initial Common Stock of Philux Global Energy, Inc.

 

Both the Registrant and the Inventor mutally warrant that the intellectual properties and technologies that have been developed and/or will have been developed by the Inventor shall never be used for warfare purposes under any circumstances.

 

The Registrant also warrants and is committed to taking Philux Global Energy, Inc. (PGE) public in the U.S. Stock Markets, particularly Nasdaq, within one year or as soon as possible based on PGE’s progress and growth.

 

The foregoing description of the Agreement for Comprehensive Cooperation is qualified in its entirety by reference to the full text of said notice, 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 Comprehensive Cooperation between Eng. Dat Minh Doan and Philux Global Group, Inc. (a/k/a PHI Group, Inc.)
99.1		Press Release dated December 12, 2023
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: December 13, 2023

 

PHI GROUP INC. (n/k/a PHILUX GLOBAL GROUP, INC.)
(Registrant)
By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chairman and CEO

 

 

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

PHI Group, Inc (n/k/a Philux Global Group Inc.) Signs Agreement with Geomagnetic Expert Eng. Dat Minh Doan to Provide “Pure Energy” Solutions to Reduce Greenhouse Gas Emissions and Fight Climate Change New York, Dec. 12, 2023 (GLOBE NEWSWIRE) — PHI Group, Inc. (n/k/a Philux Global Group Inc., www.philuxglobal.com, PHIL), is pleased to announce that the Company has signed an Agreement for Comprehensive Cooperation with Eng. Dat Minh Doan, a geomagnetic and quantum physics expert to jointly cooperate in applying Mr. Doan’s proprietary inventions that are specifically designed to exploit the earth’s available geomagnetic energy to generate “pure energy” and store energy without using an energy storage system.

 

According to the Agreement, both parties agree to use Philux Global Energy, Inc., a Wyoming corporation and wholly-owned subsidiary of Philux Global Group, Inc., Registration Number 2022-001066221, incorporated January 3, 2022, as the operating company to commercialize energy-related products based on the results of Eng. Doan’s 40 years of proprietary researches and developments, including producing and providing generators using the earth’s available geomagnetic energy, producing engines (spaceships, airplanes, ships, cars, trains, motorcycles, etc.) powered by the earth’s available geomagnetic energy, as well as developing additional multiple new technologies.

 

Eng. Doan’s core technologies include Schumann magnetic resonance, utilizing energy from lightning in the ionosphere, natural storage in the atmosphere as Energy Storage Systems (ESS), acceleration of Muon particles (subatomic particles) in the module, taking advantage of wave nodes and wave troughs in the process of transmitting energy in the form of multi-frequency impulses.

 

According to Eng. Doan, the distinctive advantages of this “Pure Energy” system include: 1) not depending on weather conditions, 2) does not require much land and/or water surface, 3) no need for large space – system can be compactly packed in two 40-foot containers for each MW, easy to transport, 4) electromagnetic compatibility with living organisms and humans, no harm effects to the health of humans, livestock, pets, or vegetation, 5) no waste or greenhouse gas emissions, 6) no heat generation, 7) no noise generation, 8) easy know-how protection with quantum encryptions, 9) easy to set up virtual power plants by using proprietary modules to coordinate output synchronously, 10) easy to establish wireless power transmission systems with huge capacity without heat loss at close range, suitable setup for two-way recharging for electric cars.

 

Eng. Doan will serve as the Chief Technology Officer of Philux Global Energy, Inc. and transfer intellectual properties related to energy generation and energy storage using the earth’s available geomagnetic energy to Philux Global Energy, Inc. to be patented jointly for commercialization. He will hold fifty percent (50%) of the initial Common Stock of Philux Global Energy, Inc.

 

 

Both parties mutally warrant that the intellectual properties and technologies that have been developed and will have been developed by Eng. Doan shall never be used for warfare purposes under any circumstances. In addition, Philux Global Group, Inc. is committed to spinning off and listing Philux Global Energy, Inc. in the U.S. Stock Markets, particularly Nasdaq, within one year or as soon as possible based on the progress and growth of this subsidiary.

 

Eng. Doan stated: “We look forward to cooperating with Philux Global Group to carry out our vision for a green planet, to keep Mother Earth still green, like its history 4.5 billion years ago and to fulfill our mission by contributing significantly to the COP28 global emissions reduction agreement.”

 

Henry Fahman, Chairman and Chief Executive Officer of Philux Global Group, Inc., concurred: “We are delighted to partner with Eng. Doan in this destined bond to deliver breakthrough “pure energy” solutions that should bring very significant long-term benefits to the global community as well as our shareholders, investors and all other stakeholders.”

 

About Eng. Dat Minh Doan

 

Engineer Dat Minh Doan, a graduate of Phu Tho University (n/k/a Polytechnic University of Ho Chi Minh City, Vietnam), initially studied quantum physics under Prof. Lieu Sanh Oanh Liet, Ph.D., and has spent 40 years of study, research and development, especially in geomagnetic energy, quantum physics and particle physics. He is an expert in applying Schumann magnetic resonance, energy from lightning in the ionosphere, natural storage in the atmosphere as Energy Storage Systems (ESS), acceleration of Muon particles (subatomic particles) in the module, and taking advantage of wave nodes and wave troughs in the process of transmitting energy in the form of multi-frequency impulses to create “pure energy.”

 

About PHI Group

 

PHI Group (n/k/a Philux Global Group Inc., www.philuxglobal.com, PHIL) primarily focuses on PHILUX Global Funds, a group of Luxembourg bank funds organized as “Reserved Alternative Investment Fund” (“RAIF”) (www.philuxfunds.com), and developing the Asia Diamond Exchange (“ADE”) in conjunction with the proposed International Financial Center in Vietnam. The Company also engages in mergers and acquisitions and invests in attractive businesses that have large, growing market potential and select special situations that may substantially enhance long-term shareholder value.

 

Safe Harbor Act and Forward-looking Statements

 

This news release contains “forward-looking statements” pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected,” which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors.

 

Contact:

 

Philux Global Group Inc., (f/k/a PHI Group, Inc.)Email: info@philuxglobal.com

Phone: +1-714-642-0571

 

 

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Cover	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2023
Entity File Number	001-38255-NY
Entity Registrant Name	PHI GROUP, INC
Entity Central Index Key	0000704172
Entity Tax Identification Number	90-0114535
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	2323 Main Street
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	714
Local Phone Number	642-0571
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PHIL
Entity Emerging Growth Company	false

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