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Zitroja Group

09/03/22 6:08 PM

#107750 RE: goldstandard #107749

Cool.. thank you...Go Phil...
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Militia Man

09/04/22 12:12 PM

#107752 RE: goldstandard #107749

PHIL ~ Thank you.. Should start to get very interesting now. That $3 billion in funding and the recent purchase of 51% stake in VPD is starting to sink in 'll bet to those holding illegal shares. I imagine the effects will start to show... imo ~MM

"Section 1. ANNUAL MEETING. Annual meetings of the stockholders, commencing with the year 2022, shall be held on the 22nd day of October each year"



Section 1 – Registrant’s Business and Operations



Item 1.01 Entry into Material Definitive Agreements



Effective August 16, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed an Agreement of Purchase and Sale with Van Phat Dat Export Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “VPD,” and the holder of at least fifty-one percent (51.00%) of equity ownership in VPD, hereinafter referred to as “Seller,” to acquire Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of VPD, which is equivalent to Fifty-One percent (51.00%) of all the issued and outstanding Ordinary Stock of VPD for a total purchase price of Six Million One Hundred Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) in form of a convertible promissory note to be issued by Philux Global Trade Inc., a Wyoming corporation and wholly-owned subsidiary of the Registrant. The closing date of this transaction shall be the date on which the closing actually occurs, which is expected to happen as soon as possible within sixty days following the signing of the Agreement of Purchase and Sale, unless extended in writing by the Parties to said Agreement.



The convertible promissory note, which will be guaranteed by Philux Global Group Inc. and carries no interest, will be due and payable 180 days commencing the date of issuance and may be converted into common stock of Philux Global Trade Inc. any time after this subsidiary becomes a publicly traded company in the United States. The conversion price will be 50% of the average closing price during the ten trading-day period ending one trading day prior to the date of conversion.



The foregoing description of Agreement of Purchase and Sale by and among the Registrant, VPD and the Seller and 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.