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Friday, 10/26/2018 7:35:23 PM

Friday, October 26, 2018 7:35:23 PM

Post# of 118872
PHIL DD with RAIF involvement!!

I feel this is the biggest progress that the company has done to date. This could tie in every single Subsidiary with cash to invest.

Current 10 K Filing link
https://www.otcmarkets.com/filing/html?id=13007831&guid=skOMUpwMD3vYf3h

Points of interest from the 10K

RAIF Fund
Furthermore, PHI is in the process of completing the formation of a Luxembourg Bank Fund known as “Reserved Alternative Investment Fund” (“RAIF”) and a number of initial sub-funds thereunder for investment in agriculture, energy, real estate and other selective projects, in accordance with the Luxembourg Law of July 23, 2016 relative to reserved alternative investment funds, Law of August 23, 2016 relative to commercial companies, and Modified Law of July 12, 2013 relative to alternative investment fund managers.

LUXEMBOURG RESERVED ALTERNATIVE INVESTMENT FUNDS
In November 2017, the Company engaged a professional structuring agency and a leading Luxembourg law firm to assist the Company with respect to the establishment of a Luxembourg Bank Fund known as “Reserved Alternative Investment Fund” (“RAIF”), together with a number of initial sub-funds for agricultural, energy and real estate projects and investments, the PHI Asia Diamond Exchange Fund and the PHI Sovereign Wealth Fund consisting of possible multi-country management sovereign wealth funds.

Revenues:
The Company generated $1,672,659 in revenues from sales, consulting, advisory and management services during the fiscal year ended June 30, 2018, as compared to $113,500 in revenue for the year ended June 30, 2017. The increase of $1,559,159 in total revenues between the two periods was due to increases in sales of $432,000 and advisory fees of $1,127,159.

Operating Expenses:
The Company incurred total operating expenses of $1,902,966 for the year ended June 30, 2018 as compared to $670,458 for the year ended June 30, 2017. This represents an increase of $1,232,508 or 183.83 % in total operating expenses from the prior year. The increase was due to an increase of $ 1,196,900 in professional services primarily related to the setup of the Luxembourg institutional bank fund and an increase of $ 35,816 in general and administrative expenses between the two fiscal years.

AGREEMENT WITH CLIENT-PARTNER FOR PARTICIPATION IN LUXEMBOURG RESERVED ALTERNATIVE INVESTMENT FUND

On March 27, 2018, Thanh Vu, an individual, (“TV”) signed an agreement with the Company to participate in a Luxembourg Reserved Alternative Investment Fund (“RAIF”). According to the agreement, TV will pay the Company $2,000,000 in fees to participate in the RAIF, of which $500,000 is due upon the signing and $1,500,000 to be paid fifteen days after the signing of the agreement. The Company recorded $2,000,000 as Contract Assets, of which $1,212,159 was recognized as revenue during the fiscal year ended June 30, 2018, thus leaving $697,841 as the remaining Contract Assets, offset by $697,841 as Contract Liabilities as of June 30, 2018. TV shall be entitled to all the benefits in connection with the RAIF, including but not limited to voting rights, profit sharing, cash and securities dividends, as well as other benefits related to ownership in the fund.

Subsidiaries that can easily be revenue generating machines with the help of the RAIF Fund completion.

ABUNDANT FARMS, INC.

Abundant Farms, Inc., a Florida corporation formed on December 19, 2106, is engaged in organic farming activity. It seeks to acquire farmland, form joint ventures with governments and other farmers, and lease arable land to grow select crops and medicinal plants that potentially provide superior return on investment. It also plans to produce proprietary organic fertilizer and provides special water treatment systems by PHI EZ Water Tech, Inc. for its own organic farming program and for sale to farmers worldwide. As of the date of this report, Abundant Farms has not generated any revenue from operations.

PHI EZ WATER TECH, INC.

PHI EZ Water Tech, Inc., a Wyoming corporation, is a majority-owned subsidiary of PHI Group that manages, manufactures and markets a portfolio of innovative water treatment systems and other products developed by Dr. Martin Nguyen for agriculture, healthcare and human consumption. Website: www.phiezwater.com. As of the date of this report, PHI EZ Water Tech, Inc. has not generated any revenue from operations.

BUSINESS COOPERATION AGREEMENT WITH REGENT BLOCKHAIN GROUP, LTD.

On July 22, 2018, the Company signed a Business Cooperation Agreement with Regent Blockchain Group, Ltd. (“RBG”), a Filipino company, to form a joint venture company to develop and operate an offshore financial center and blockchain businesses, including but not limited to Apps, ICO’s and cryptocurrency exchanges. The joint venture company will be located in the Cagayan Economic Zone, Lai-lo Municipality, Cagayan, Philippines http://ceza.gov.ph/ . RBG and PHI will specifically cooperate with each other with respect to the following areas:

1. PHI and RBG will form a joint venture company (the “JV”) to be located in the Cagayan Economic Zone, Lai-lo Municipality, Cagayan, Philippines, for the purposes of developing and operating an offshore financial center and blockchain businesses including but not limited to Apps, ICO’s and cryptocurrency exchanges.
2. PHI initially will invest or cause to be invested $4,000,000 for a fifty-one percent ownership and management rights of the JV and will assist the JV to access funding sources to implement its business plan. This initial investment can be in cash or stock of PHI, to be determined by both parties prior to the closing of the Definitive Agreement as mentioned in Article II below.
3. RBG will contribute the required license(s) from the Filipino government, particularly Cagayan Economic Zone Authority, towards the JV for the operations of the offshore financial center and blockchain businesses.
4. PHI will, at the appropriate time, spin off the JV company as a new public company in the United States Stock Market and other international exchanges as deems desirable to enable it to access international capital markets to further its development and growth. The capital structure of the JV prior to the spinoff will be determined by both parties and further detailed in the Definitive Agreement.
5. PHI and RBG may jointly develop, manufacture and market other products and/or engage in other business activities that may be of mutual interest to both parties.



BUSINESS COOPERATION AGREEMENT WITH BAO LAM LLC TO GROW SACHA INCHI IN VIETNAM CENTRAL HIGHLANDS



On July 2, 2018, the Company signed Business Cooperation Agreement Bao Lam LLC, a company registered in Dak Lak Province, Vietnam, to grow a total of 1,000 hectares (approximately 2,470 areas) of sacha inchi in the province of Dak Lak and Dak Nong Province, Vietnam for export to the U.S. and European markets.



According to the agreement, the Company will be responsible for providing the required capital for this project and will own 75% equity interest in the joint venture company.



ACQUISITION OF 51% EQUITY INTEREST IN VINAFILMS JOINT STOCK COMPANY



On August 06, 2018, signed a Business Cooperation Agreement with Vinafilms JSC (Công ty C? ph?n 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. This transaction was closed on September 28, 2018.

COMPANY’S PLAN OF OPERATION FOR THE FOLLOWING 12 MONTHS

In the next twelve months the Company intends to focus on completing the establishment and deployment of the contemplated institutional bank fund in Luxembourg, together with a number of sub-funds, for investing in a number of selective industries, as well as developing the Asia Diamond Exchange in Vietnam. In addition, the Company continues to carry out its merger and acquisition program by acquiring all or controlling interests in certain target companies and also plans to invest in special situations that may potentially generate significant revenues and profitability for the Company in the short term. Moreover, we will also provide advisory and consulting services to international clients through our wholly owned subsidiary PHI Capital Holdings, Inc.PR Dividend extension
On April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date: October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the referenced Record date. As of the date of this report, the payment date is expected to be rescheduled for March 29, 2019.


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