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): December 1, 2014
GLOBAL EQUITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-54557 27-3986073
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers
Dubai, UAE
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: +971 (7) 204 7593
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 communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.133-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Between December 1, 2014 and December 16, 2014, the Company originally
issued an aggregate of 2,519,396 shares of common stock to 4 persons for debt
conversions in the aggregate amount of $50,310.
All of the shares described above were issued in reliance on the exemption
from the registration requirements of the Securities Act of 1933, as amended
("33 Act"), based on the following factors:
* each investor represented to us that he or it was acquiring the
securities for his or its own account for investment and not for the
account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution
within the meaning of the 33 Act;
* we provided each investor with written disclosure prior to sale or
transfer that the securities have not been registered under the 33 Act
and, therefore, cannot be resold unless they are registered under the
33 Act or unless an exemption from registration is available;
* each investor agreed not to sell or otherwise transfer the purchased
securities unless they are registered under the 33 Act and any
applicable state laws, or an exemption or exemptions from such
registration are available;
* each investor had knowledge and experience in financial and other
business matters such that he was capable of evaluating the merits and
risks of an investment in us;
* each investor was given information and access to all of our
documents, records, books, officers and directors, our executive
offices pertaining to the investment and was provided the opportunity
to ask questions and receive answers regarding the terms and
conditions of the offering and to obtain any additional information
that we possess or were able to acquire without unreasonable effort
and expense;
* we did not employ any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio;
* we did not conduct, hold or participate in any seminar or meeting
whose attendees had been invited by any general solicitation or
general advertising;
* we placed a legend on each certificate or other document that
evidences the securities stating that the securities have not been
registered under the 33 Act and setting forth or referring to the
restrictions on transferability and sale of the securities; and
* no broker-dealer or underwriter was involved in the sale of the
shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 3, 2015
GLOBAL EQUITY INTERNATIONAL, INC.
By: /s/ Enzo Taddei
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Enzo Taddei
Chief Financial Officer
