Current Report Filing (8-k)
01 May 2018 - 8:44PM
Edgar (US Regulatory)
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): April 23, 2018
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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SECTION 7 – REGULATION FD DISCLOSURE
Item 7.01 Regulation FD Disclosure
Declaration of Special Common Stock Dividend
from Issuer’s Subsidiary
The information
in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’ for any
purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities
Act or the Exchange Act regardless of any general incorporation language in such filing.
1. 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.
2. On
April 23, 2018, the Company’s Board of Directors passed a resolution to file a Registration Statement with the Securities
and Exchange Commission for 5,673,327 shares of Common Stock of PHI Group, Inc. that have been reserved as special stock dividends
for shareholders of record as of July 31, 2012.
3.
On April 25, 2018, the Company issued a press release entitled “PHI Group Declares Special Stock Dividend and Spins Off
American Pacific Resources, Inc. Subsidiary.”
The text
of the press release in its entirety is attached herewith as Exhibit 99.1.
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.
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:
April 30, 2018
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PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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