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): July 23, 2018

PHI GROUP, INC.

(Exact name of registrant as specified in its charter)

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

5348 Vegas Drive # 237 Las Vegas, NV	89108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 702-475-5430

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)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 1.01. Entry Into a Material Definitive Agreement.

On July 23, 2018, PHI Group, Inc. (the “Company”), entered into a Business Cooperation Agreement (the “Agreement”) to exchange a certain amount of Preferred Stock of the Company for forty-eight percent interest in an undisclosed Vietnamese plastic manufacturing company (the “Target”). In addition, a shareholder of the Target will assign three percent stock of the Target to the Company in exchange for either Preferred Stock of the Company or Common Stock of American Pacific Plastics, Inc., a special purpose vehicle to be formed by the Company as the holding company for the majority interest in the Target.

The Company intends to file a registration statement with the Securities and Exchange Commission for American Pacific Plastics, Inc. to become a fully reporting publicly traded company in the near future.

Due the confidential nature at this stage of the transaction, the Company will disclose complete information about the Target after the transaction is closed.

On July 25, 2017, American Pacific Plastics, Inc. was incorporated as a Wyoming company to serve as the holding company for acquisition of the majority interest in the Target.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.	Description
99.1	Press release dated July 25, 2018.
99.2	Articles of Incorporation of American Pacific Plastics, Inc. as filed with the State of Wyoming on July 25, 2018.

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: July 25, 2018

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

EX-99.1

Exhibit 99.1

PHI Group to Acquire Majority Interest in a Profitable Vietnamese Plastic Manufacturing Company

The closing of this transaction would qualify for upgrading to the Nasdaq Stock Market

New York, NY, July 25, 2018 (GLOBE NEWSWIRE) PHI Group, Inc., (www.phiglobal.com) (OTCQB: PHIL), a U.S. diversified holding company focused on mergers and acquisitions and investments in natural resources, energy, agriculture and special situations, today announced that it has signed an agreement to acquire a majority interest in an undisclosed profitable Vietnamese plastic manufacturing company (the “Target”) that has been in business for more than seventeen years, with last year’s revenues of approximately $46.2 million and EBITDA of $3.7 million, respectively.

According to the agreement, PHI Group will form a wholly owned subsidiary “American Pacific Plastics, Inc.” as the special purpose vehicle to hold the majority interest in the Target and will pay for the transaction with PHI Preferred Stock. The Company intends to file a registration statement with the Securities and Exchange Commission for American Pacific Plastics to become a separate publicly traded entity and use it as a platform to acquire other plastic manufacturing companies in Southeast Asia in the future.

The Target owns state-of-the-art laboratories and manufacturing facilities and caters to the needs of a growing list of well-established customers including Vinamilk, Nestle and Pepsi. It currently plans to set up a new factory to increase combined revenues to over $100 million per year.

Henry Fahman, Chairman and CEO of PHI Group, stated: “We believe the closing of this transaction will enable us to upgrade to the Nasdaq Stock Market in the near future and use the special purpose vehicle as a platform to consolidate other targets to create additional value for our shareholders.”

About PHI Group, Inc.

PHI Group (www.phiglobal.com) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. (www.phicapitalholdings.com)

Safe Harbor

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:

PHI Group, Inc.

Henry Fahman

info@phiglobal.com

EX-99.2