8-K

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): September 30, 2021

(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. ☐

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events.

1. Asia Diamond Exchange, Inc. and the Asia Diamond Exchange.

The registrant has formed ASIA DIAMOND EXCHANGE, INC., a Wyoming corporation, Registration Number 2021-001010234, Employer Identification Number 87-2893358 as a subsidiary of PHI Group, Inc. to develop and establish the Asia Diamond Exchange (“ADE”) within the envisaged Chulai Multi Commodities Center (“CMCC”) in the Free-Trade Zone of the Chu Lai Open Economic Zone, Tam Quang Village, Nui Thanh District, Quang Nam Province, Vietnam.

The ADE and CMCC projects will be carried out by Asia Diamond Exchange, Inc. in conjunction with other international partners and participants, including PHILUX Global Funds SCA, SICAV-RAIF, a Luxembourg bank fund, 1c rue Gabriel Lippmann, Munsbach 5365, Luxembourg and Gold Block Mining Co., Ltd., 4F, 143 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea.

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	Articles of Incorporation of Asia Diamond Exchange, Inc.
10.2	Employer Identification Number of Asia Diamond Exchange, Inc.
10.3.	Extrait – PHILUX Global Funds SCA, SICAV-RAIF

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 01, 2021

PHI GROUP, INC.
(Registrant)
By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chairman and CEO

EX-10.1

Exhibit 10.1

 

 

 

EX-10.2

Exhibit 10.2

 

 

 

EX-10.3

Exhibit 10.3