Attached files

file filename
EX-32.2 - ARGENTUM 47, INC.ex32-2.htm
EX-32.1 - ARGENTUM 47, INC.ex32-1.htm
EX-31.2 - ARGENTUM 47, INC.ex31-2.htm
EX-31.1 - ARGENTUM 47, INC.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION FROM _____________ TO _____________.

 

Commission File Number: 0-54557

 

 

 

GLOBAL EQUITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   27-3986073
(State or other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     

X3 Jumeirah Bay, Office 3305,

Jumeirah Lake Towers, Dubai, UAE

   
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number: +971 (0) 42767576/ +1 321 200 0142

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 9, 2016, there were 795,015,973 outstanding shares of the Registrant’s Common Stock, $.001 par value.

 

 

 

  
  

 

INDEX

 

    Page
PART I – FINANCIAL INFORMATION    
     
Item 1. Financial Statements   F-2
     
Notes to Financial Statements (Unaudited)   F-5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   3
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk   14
     
Item 4. Controls and Procedures   14
     
PART II – OTHER INFORMATION    
     
Item 1. Legal Proceedings.   14
     
Item 1A. Risk Factors   15
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   15
     
Item 3. Defaults Upon Senior Securities   15
     
Item 4. Mine Safety Disclosure   15
     
Item 5. Other Information.   15
     
Item 6. Exhibits   15
     
SIGNATURES   17

 

 2 
 

 

Global Equity International, Inc. and Subsidiaries

Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

CONTENTS

 

  Page(s)
Consolidated Balance Sheets – June 30, 2016 (unaudited) and December 31, 2015 F-2
Consolidated Statements of Operations for the three and six months ended June 30, 2016 and June 30, 2015 (unaudited) F-3
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015 (unaudited) F-4
Notes to Consolidated Financial Statements (unaudited) F-5 – F-19

 

 F-1 
 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Global Equity International, Inc. and Subsidiaries

Consolidated Balance Sheets

 

   June 30, 2016   December 31, 2015 
   (Unaudited)     
Assets          
           
Current Assets          
Cash  $14,805   $42,163 
Accounts receivable   76,406    - 
Prepaids   42,346    86,398 
Other current assets   8,794    7,982 
Total current assets   142,351    136,543 
           
Investments, cost   3,085,322    2,650,471 
           
Fixed assets, net   14,818    20,081 
           
Total assets  $3,242,491   $2,807,095 
           
Liabilities and Stockholders’ Equity          
           
Current Liabilities          
Accounts payable  $245,234   $188,337 
Accrued liabilities   184,656    184,656 
Accounts payable and accrued liabilities - related parties   104,214    203,609 
Deferred revenue   477,500    839,130 
Accrued interest   304,569    304,569 
Loans payable - net of unamortized issuance costs and discount of $23,333 and $11,667, respectively   551,685    563,351 
Fixed price convertible note payable   148,500    - 
Total liabilities   2,016,358    2,283,652 
           
Commitments and contingencies (Note 10)          
           
Stockholders’ Equity          
           
Common stock: 1,000,000,000 shares authorized; $0.001 par value: 795,015,973 and 776,165,973 shares issued and outstanding, respectively.   795,016    776,166 
Additional paid in capital   7,291,394    6,934,493 
Accumulated deficit   (6,860,277)   (7,187,216)
Total stockholders’ equity   1,226,133    523,443 
           
Total liabilities and stockholders’ equity  $3,242,491   $2,807,095 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-2 
 

 

Global Equity International, Inc. and Subsidiaries

Consolidated Statement of Operations

For the three and six months ended June 30, 2016 and June 30, 2015 (Unaudited)

 

   For the three months ended,   For the six months ended, 
   June 30, 2016   June 30, 2015   June 30, 2016   June 30, 2015 
                 
Revenue  $261,723   $1,140,500   $1,105,251   $1,155,500 
                     
General and administrative expenses   48,369    52,209    104,649    136,443 
Salaries   195,729    222,698    391,509    492,596 
Professional services   111,239    89,755    175,393    205,458 
Depreciation   2,867    2,829    5,715    5,581 
Total operating expenses   358,204    367,491    677,266    840,078 
                     
(Loss) / income from operations  $(96,481)  $773,009   $427,985   $315,422 
                     
Other income (expenses):                    
Interest expense   -    (147,050)   -    (204,676)
Finance Charges   -    (18,553)   -    (111,779)
Amortization of debt discount   (11,667)   (85,115)   (23,334)   (215,887)
Loss on derivative liabilities   -    (227,000)   -    (319,857)
Gain on conversion of notes into common stock   -    25,713         61,787 
Gain on conversion of accrued salaries and accounts payables into common stock   4,395    -    4,395    - 
(Loss) / gain on extinguishment of debt and other liabilities   (57,830)   52,314    (82,949)   52,314 
Gain on transfer of preferred stock   -    -    1,454    - 
Exchange rate gain / (loss)   777    (516)   (615)   (340)
Total other income (expenses)   (64,325)   (400,207)   (101,049)   (738,438)
                     
Net (loss) / income  $(160,806)  $372,802   $326,936   $(423,016)
                     
Weighted average number of common shares outstanding - basic & dilutive   782,216,522    109,248,167    779,196,742    78,971,006 
                     
Net (loss) income per common share - basic & dilutive  $(0.00)  $0.00   $0.00   $(0.01)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-3 
 

 

Global Equity International Inc. And Subsidiaries

Consolidated Statement of Cash Flows

For the six months ended June 30, 2016 and June 30, 2015 (Unaudited)

 

   For the six months ended, 
   June 30, 2016   June 30, 2015 
         
Cash flows from operating activities          
Net income / (loss)  $326,936   $(423,016)
           
Adjustments to reconcile net income / (loss) to net cash used in operating activities          
Depreciation   5,715    5,581 
Securities recorded as revenue for services   (730,595)   (865,500)
Securities paid for services   20,571    - 
Gain on transfer of preferred stock   (1,454)   - 
Gain on conversion of notes   -    (61,787)
Loss on embedded conversion option derivative liabilities   -    319,857 
Loss / (gain) on extinguishment of debt and other liabilities   82,949    (52,314)
Loss / (gain) on conversion of accrued salaries and accounts payables into common stock   (4,395)   - 
Amortization of debt discount   23,334    215,887 
Finance Charges   -    111,779 
           
Changes in operating assets and liabilities:          
Accounts receivable   (76,406)   - 
Prepaids   44,052    (25,417)
Other current assets   (812)   2,736 
Accounts payable   62,594    189,760 
Accrued liabilities   -    - 
Accounts payable and accrued liabilities - related parties   205,605    117,178 
Deferred revenue   (85,000)   245,000 
Accrued interest   -    204,677 
           
Net cash used in operating activities:   (126,906)   (15,579)
           
Cash Flows used in investing activities:          
Office furniture and equipment, net   (452)   (1,108)
           
Net cash used in investing activities   (452)   (1,108)
           
Cash flows from financing activities:          
Proceeds from loans - related parties   5,974    42,922 
Repayment of loans - related parties   (5,974)   - 
Proceeds from notes payable   100,000    - 
Repayment of notes payable   -    (43,482)
           
Net cash provided (used) by financing activities   100,000    (560)
           
Net decrease in cash   (27,358)   (17,247)
           
Effect of Exchange Rates on Cash   -    (1,045)
           
Cash at Beginning of Period   42,163    19,026 
           
Cash at End of Period  $14,805   $734 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $-   $- 
           
Cash paid for income taxes  $-   $- 
           
Supplemental disclosure of non-cash investing and financing activities:          
           
Notes payable and accrued interest converted into shares  $-   $121,979 
Debt discount and issuance costs recorded on notes payable  $35,000   $- 
Accounts payable and accrued salaries settled in shares  $310,250   $- 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-4 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Note 1 - Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

 

The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2015. The interim results for the period ended June 30, 2016 are not necessarily indicative of results for the full fiscal year.

 

Note 2 - Nature of Operations

 

Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. Global Equity International Inc. (the “Company” or “GEI”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. On November 15, 2010, GEP executed a reverse recapitalization with GEI. On August 22, 2014, we formed a Dubai subsidiary of Global Equity Partners Plc. called GE Professionals DMCC. Global Equity Partners Plc. is the parent company of its 100% subsidiary GE Professionals DMCC (Dubai). On June 10, 2016, GEI incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited, under the laws of the Republic of Seychelles.

 

Revenue is generated from business consulting services, introduction fees, employment placements and equity participation.

 

Note 3 - Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

As reflected in the accompanying consolidated financial statements, the Company had a net (loss) / income of $(160,806) and $326,936 for the three and six months ended June 30, 2016 respectively, net cash used by operations of $126,906 for the six months ended June 30, 2016; and a working capital deficit of $1,874,007 and stockholders´ equity of $1,226,133 as of June 30, 2016. Some of these factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability for the Company to continue its operations is primarily dependent on:

 

  a) Continually engaging with new clients which over the years have become consistent.
     
  b) Consummating and executing current engagements.

 

 F-5 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Whilst the Company´s current engagements are being consummated and executed, the Company may also have to resort to borrowing additional funds with certain related parties, such as management, and also third party funders on a non-discounted basis (if for shares, on a fixed price basis) to sustain the Company’s existence. In addition, in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible and any monies owed to the management can also be forgiven, if necessary.

 

The Company´s deferred revenue, $477,500 at June 30, 2016, is non-refundable hence once certain contractual milestones are achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will become revenue for the Company and therefore no cash outlays are required for these liabilities.

 

It is important to note that the two largest debts (The Able Foundation loan & Eden loan) stated on our current liabilities are non-collateralized and non-convertible loans. However, Able Foundation has a judgement against the Company which is currently under appeal (See Note 10).

 

Note 4 - Summary of Significant Accounting Policies

 

Principles of Consolidation

 

Global Equity International Inc. is the parent company of its two 100% subsidiaries called Global Equity Partners Plc. and GEP Equity Holdings Limited. Global Equity Partners Plc. is the parent company of its 100% subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, depreciation of fixed assets, derivative valuations and equity valuations for non-cash transactions.

 

Risks and Uncertainties

 

The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai.

 

 F-6 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2016 and at December 31, 2015, respectively; the Company had no cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible.

 

Foreign currency policy

 

The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (AED). All foreign currency balances and transactions are translated into United States dollars “$” and/or “USD” as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss)”. Since the AED is tagged to the U.S. dollar, translation gains and losses are always de minimis, therefore a statement of comprehensive income (loss) is not presented. Gains and losses resulting from foreign currency transactions are included in the statement of operations.

Marketable Securities

 

(A)Classification of Securities

 

Marketable Securities

 

At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost.

 

Any unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) are computed on a specific identification basis and are reflected in the statement of operations.

 

Cost Method Investment

 

Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing.

 

 F-7 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

(B)Other than Temporary Impairment

 

The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in income statement. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any permanent impairment during the six months ended June 30, 2016 or 2015.

 

Fixed Assets

 

Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets can be capitalized. Repairs and maintenance expenses are to be charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements.

 

Beneficial Conversion Feature

 

For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.

 

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.

 

Debt issue costs and debt discount

 

The Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance of debt whether convertible or not. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

Original issue discount

 

If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

 

Valuation of Derivative Instruments

 

ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. At June 30, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations and comprehensive loss as gain (loss) on derivatives.

 

 F-8 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Revenue Recognition

 

We recognize revenue from the services we provide in accordance with ASC Topic 605, Revenue Recognition. ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned, which is generally, when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Generally, the contract terms for these services are relatively short in duration.

 

We receive consideration in the form of cash and/or securities.

 

We recognize cash consideration as revenues as the services are performed either on a pro rata basis or on a milestone basis.

 

Securities received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are competed.

 

All revenues are generated from clients whose operations are based outside of the United States.

 

At June 30, 2016, the Company had the following concentrations of accounts receivables with customers:

 

Customer  June 30, 2016 
      
PDI   29.45%
EEC   70.55%
    100%

 

For the six months ended June 30, 2016 and 2015, the Company had the following concentrations of revenues with customers:

 

Customer   June 30, 2016   June 30, 2015 
          
SAC    0%   1.30%
TAM     0%   5.19%
EER    0%   2.60%
MGP    0%   5.19%
UNI    0%   3.46%
DUO    10.37%   82.26%
PDI    27.97%   0%
QFS    45.02%   0%
INSCX    3.62%   0%
GPL    5.43%   0%
EEC    4.88%   0%
UGA    2.71%   0%
     100%   100%

 

 F-9 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Deferred Revenue

 

Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the six months ended June 30, 2016:

 

Balance, December 31, 2015  $839,130 
New payments received during the period   120,000 
Cash deferred revenue recognized as revenue during the period   (205,000)
Securities deferred revenue recognized as revenue during the period   (276,630)
Balance, June 30, 2016  $477,500 

 

Share-based payments

 

The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest.

 

Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts received prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

 

When computing fair value, the Company considered the following variables:

 

  The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant.
     
  The expected term is developed by management estimate.
     
  The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future.
     
  The expected volatility is based on management estimates which are based upon our historical volatility.
     
  The forfeiture rate is based on historical experience.

 

Earnings per Share

 

The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period.

 

As at June 30, 2016, the Company had no common stock equivalents, which, if exercisable, would be dilutive. A separate computation of diluted earnings (loss) per share is not presented.

 

 F-10 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Fair Value of Financial Assets and Liabilities

 

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.

 

The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

 

  Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
  Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments.

 

The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations.

 

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2016 and December 31, 2015, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

 

   June 30, 2016   December 31, 2015 
Level 3 – Non-Marketable Securities – Non-recurring  $3,085,322   $2,650,471 

 

The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:

 

Marketable Securities — The Level 2 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on significant inputs that are observable or can be derived from or corroborated by observable market data. These valuations are typically based on quoted prices in active markets. The Company´s investments in equity securities are in relatively inactive markets.

 

 F-11 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Non-Marketable Securities at Fair Value on a Nonrecurring Basis — Certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.

 

Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment”, such as:

 

  the length of time and extent to which market value has been less than cost;
     
  the financial condition and near-term prospects of the issuer; and
     
  the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

 

Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal.

 

Changes in Level 3 assets measured at fair value for the six months ended June 30, 2016 were as follows:

 

Balance, December 31, 2015  $2,650,471 
Realized and unrealized gains (losses)   - 
Securities received for services during the period   453,965 
Sales and settlements during the period   (19,114)
Impairment loss   - 
Balance, June 30, 2016  $3,085,322 

 

Reclassification

 

Certain amounts in the December 31, 2015 balance sheet have been reclassified to conform to the current period´s presentation. Accrued liabilities amounting to $184,656 were previously included in the accounts payable.

 

Recent Accounting Pronouncements

 

There are no new accounting pronouncements that have any impact on the Company’s financial statements other than discussed below:

 

In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-08,“Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which makes targeted improvements to clarify the principal versus agent assessment and are intended to make the guidance more operable and lead to more consistent application. The amendments, however, do not eliminate the significant judgments related to principal versus agent assessments. This guidance is effective for calendar year-end in 2018 for interim and annual reporting periods. The Company is currently evaluating the impact this guidance will have on its Consolidated Balance Sheet.

 

 F-12 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Note 5 – Investments

 

The Company holds following common equity securities in private and reporting companies:

 

   6/30/2016   12/31/2015    
Company  No. of Shares   Book value   No. of Shares   Book value   Status
M1 Lux AG   2,000,000   $-    2,000,000   $-   Private Company
Monkey Rock Group Inc.   1,500,000   $-    1,500,000   $-   Reporting Company – OTC
Voz Mobile Cloud Limited   3,200,000   $-    3,200,000   $-   Private Company
Arrow Cars International Inc.   3,000,000   $3,000    3,000,000   $3,000   Reporting Company – OTC
Direct Security Integration Inc.   400,000   $-    400,000   $-   Private Company
Duo World Inc.   3,481,133   $880,850    3,460,000   $865,000   Private Company
Primesite Developments Inc.   5,606,521   $1,781,521    5,606,521   $1,781,521   Private Company
Quartal Financial Solutions AG   2,271   $419,365    -    -   Private Company
    19,189,925   $3,084,736    19,166,521   $2,649,521    

 

The Company holds following preferred equity securities in private companies:

 

   6/30/2016   12/31/2015    
Company  No. of Shares   Book value   No. of Shares   Book value   Status
Duo World Inc.   136,600   $136    500,000   $500   Private Company
Primesite Developments Inc.   450,000   $450    450,000   $450   Private Company
    586,600   $586    950,000   $950    

 

On February 08, 2016, the Company entered into an agreement with Yenom (Pvt.) Limited where the Company agreed to pay an equity commission, for the introduction of a client to the Company, in the form of transfer of 363,400 preferred shares (valued at $0.005 per share) of Duo World Inc. out of the 500,000 preferred shares which were owned by the Company at the year ended December 31, 2015. As a result of this transfer, the Company’s investment in preferred shares of Duo World Inc. was reduced to 136,600 preferred shares as on March 31, 2016 and a gain of $1,454 was recorded on transfer of this preferred stock.

 

On March 29, 2016, the Company received 1,815 common shares valued at CHF 160 or $163.89 and 456 common shares valued at CHF 261 or $267.34 from a private company and client having a fair market value of $419,365 that is treated as a cost method investment. The value of the cost method investment pertains to receipt of agreed common stock in a private company in which the best evidence of value was based on the management representation of that private company.

 

On April 27, 2016, the Company received 46,133 common shares valued at $0.75 per share from a private company and client having a fair market value of $34,600 that is treated as a cost method investment. The value of the cost method investment pertains to receipt of agreed common stock in a private company in which the best evidence of value was the last available price at which shares were sold in a private placement.

 

On June 01, 2016, the Company paid an equity commission to a consultant, for the introduction of a client to the Company, in the form of transfer of 25,000 common shares (valued at $0.75 per share) of Duo World Inc. out of the 46,133 common shares which were received and owned by the Company on April 27, 2016. As a result of this transfer, the Company’s overall investment in common shares of Duo World Inc. was reduced to 3,481,133 common shares as on June 30, 2016 and there was no gain / loss recorded on transfer of this common stock.

 

 F-13 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

At June 30, 2016, there were no identifiable events or changes in circumstances that had a significant adverse effect on the value of the investments; hence, no impairment is required as at June 30, 2016.

 

Note 6 – Fixed Assets

 

The following table reflects net book value of fixed assets as at June 30, 2016 and December 31, 2015:

 

   06/30/2016   12/31/2015   Useful Life
Furniture and Equipment  $37,655   $37,204   3 to 5 years
Accumulated depreciation  $(22,837)  $(17,123)   
Net fixed assets  $14,818   $20,081    

 

Depreciation expense for the six months ended June 30, 2016 and June 30, 2015, was $5,715 and $5,581, respectively.

 

Note 7 – Debt & Accounts payables

 

(A) Accounts payable

 

The following table represents breakdown of accounts payable as of June 30, 2016 and December 31, 2015, respectively:

 

   6/30/2016   12/31/2015 
Accrued salaries and benefits  $115,883   $79,386 
Other payables & accrued liabilities   129,351    108,951 
   $245,234   $188,337 

 

(B) Accounts payable and accrued liabilities – related parties

 

The following table represents the accounts payable and accrued expenses to related parties as of June 30, 2016 and December 31, 2015, respectively:

 

   6/30/2016   12/31/2015 
Accrued salaries  $82,217   $152,875 
Expenses payable   21,997    50,734 
   $104,214   $203,609 

 

On May 31, 2016, Mr. Peter Smith, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Peter having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700. On the same day, Mr. Enzo Taddei, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Enzo having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700.

 

 F-14 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

On June 15, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $250,000 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued 4,500,000 common shares each to Mr. Peter Smith and Mr. Enzo Taddei, having a fair value of $0.0201 per share or $251,250 for their accrued salary balance of $180,000, thereby recognizing a loss on conversion of $900, and issued 3,500,000 common shares to Mr. Patrick Dolan, having a fair value of $0.0201 per share or $70,350 for his accrued salary balance of $70,000, thereby recognizing a loss on conversion of $350.

 

(C)Notes payable

 

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at June 30, 2016:

 

Date of Note  

Principal

(net of debt
discount)

   Accrued
Interest
   Provision for
potential
damages
   Total
payable
 
October 9, 2013   $120,420   $106,196   $184,656   $411,272 
October 17, 2013    319,598    160,402    -    480,000 
November 26, 2013    -    37,971    -    37,971 
April 29, 2016    111,667    -    -    111,667 
Balance, June 30, 2016   $551,685   $304,569   $184,656   $1,040,910 

 

  On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) with the understanding that the Company will issue 10,000 common restricted shares, issued to the lender on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 common restricted shares and for this the lender agreed to a five month extension. This stock compensation was issued to the lender also on December 12, 2013. This loan is currently in default. Total accrued interest as at June 30, 2016 is $106,196. The Company also accrued $184,656 provision for potential damages due to the ongoing litigation in the Dubai Courts as of June 30, 2016 which is included in accrued liabilities in the accompanying consolidated balance sheet. (See Note 10)

 

Loan granted in 2013  $120,420 
Interest accrued in 2013   56,196 
Balance at December 31, 2013  $176,616 
      
Interest accrued in 2014   50,000 
Balance at December 31, 2014  $226,616 
      
Interest accrued in 2015   - 
Potential damages accrued in 2015   184,656 
Balance at December 31, 2015  $411,272 
Interest accrued during the period   - 
Balance at June 30, 2016  $411,272 

 

 F-15 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

  On October 17, 2013, the Company secured a three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company.

 

On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. As a result, the Company has reversed the excess accrued interest and monitoring fee payable amounting to $660,578 recognized as a gain on settlement; leaving the principal loan balance of $319,598 and accrued interest balance $180,402 of as on September 30, 2015.

 

On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance $319,598 of as on December 31, 2015. The next three quarterly installments totaling to $160,000, as per the amended agreement, have not been paid as of June 30, 2016 and the total outstanding balance owed to the lender is $480,000 as of June 30, 2016.

 

Loan granted in 2013  $319,598 
Interest accrued in 2013   39,602 
Balance at December 31, 2013  $359,200 
      
Interest accrued in 2014   390,197 
Balance at December 31, 2014  $749,397 
      
Monitoring fee accrual   124,175 
Interest accrued in 2015   287,006 
Interest repayment   (20,000)
Excess interest and monitoring fee gain   (660,578)
Balance at December 31, 2015  $480,000 
Interest accrued during the period   - 
Balance at June 30, 2016  $480,000 

 

  On April 29, 2016, the Company secured a six month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs. The interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the six months ended June 30, 2016, $1,667 of the debt issuance costs and $10,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $23,333.

 

Principal loan amount  $135,000 
Original issue discount   (30,000)
Issuance costs   (5,000)
Amortization of OID and issuance costs during the period   11,667 
Balance at June 30, 2016  $111,667 
(Net of unamortized discount and issue costs of $23,333)     

 

 F-16 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

(D)Fixed price convertible note payable

 

On August 27, 2015, the Company secured a six month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs.

 

During the six months ended June 30, 2016, $1,667 of the debt issuance costs and $10,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0.

 

On March 18, 2016, the Company entered into an exchange agreement with the same lender whereby original purchase agreement dated August 27, 2015 was exchanged with the new agreement to extend the loan repayment term until April 17, 2016. The total exchange price for $135,000 of principal of the Old Note was as follows:

 

  $135,000 principal of New Note, and
     
  an issuance of 1,000,000 common shares to the lender as exchange shares.

 

Also, in the new note, there was an addition of a conversion option that the lender has right at any time after the exchange date until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.025. There was no beneficial conversion feature as the conversion price was higher than the current market value of the GEQU stock at that time. Since a conversion option was added to the note in the March 18, 2016 modification, this modification was accounted for as a debt extinguishment on that date and $25,200 was recognized as loss on debt extinguishment. (See Note 8)

 

On April 28, 2016, St. George decided not to opt for converting the principal loan to common shares. Instead, on April 28, 2016, the Company renegotiated the loan terms, further extending the repayment to July 1, 2016. The terms of this further extension were a one-off 10% interest payment of $13,500 to be added to the principal of $135,000 and the issuance of 3,000,000 common shares. The Company accounted for this further extension as a debt extinguishment of previous extension dated March 18, 2016 and $58,200 was recognized as loss on debt extinguishment comprising of $13,500 of interest payment and $44,700 for issuance of 3,000,000 common shares of the Company valued at a fair value of $0.0149 on the date of new exchange.

 

Subsequent to the six months ended June 30, 2016, on July 01, 2016, after receipt of $148,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $148,500 dated April 28, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months convertible promissory note amounting to $163,350 dated July 01, 2016. The terms of this exchanged note were a one-off 10% increase in the principal loan of $14,850, making the principal sum from $148,500 to $163,350. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of GEQU stock as on the date of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on July 01, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 and $14,850 was further recognized as loss on debt extinguishment. (See Note 11)

 

 F-17 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Note 8 - Stockholders’ Equity

 

a)Preferred Stock

 

On November 30, 2011, the Company authorized and designated 5,000,000 Series “A” convertible preferred shares. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows:

 

  Voting Rights: 10 votes per share (votes along with common stock);
     
  Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance;
     
  Dividend Rights: None;
     
  Liquidation Rights: None

 

At June 30, 2016 there were no Series “A” preferred shares issued.

 

b)Common Stock

 

During the six months ended June 30, 2016, the Company issued 18,850,000 common shares, out of which 14,850,000 common shares were valued at their fair value of $305,855 in exchange for conversion of accrued salaries and accounts payable of $310,250, thereby recognizing a net gain on conversion of $4,395 and a further 4,000,000 common shares were issued at a fair value of $69,900 in lieu of exchange fee for a loan note. See Note 7(D)

 

Note 9 – Related Party Transactions

 

Following is the list of related parties and their relationships with the Company for the six months ended June 30, 2016 and the year ended December 31, 2015:

 

Name   Relationship
Mr. Peter J. Smith   President, Chief Executive Officer and Director
Mrs. Angela G. Smith   Spouse of Mr. Peter Smith
Mr. Enzo Taddei   Chief Financial Officer, Secretary and Director
Mr. Patrick V. Dolan   New Business Development Managing Director and Director
Alpha 1066, Inc.   Majority owned by two officers of the Company

 

As discussed in Note 7(b), the company only owed accrued salaries and expenses to some of the above related parties as on June 30, 2016 and December 31, 2015.

 

 F-18 
 

 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2016

(Unaudited)

 

Note 10 – Commitments and contingencies

 

  On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a for a five month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation loan.

 

The plaintiff, the Able Foundation, is requesting a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in 2015 as a provision for potential damages (see Note 7(C)).

 

On, June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently, there is a judgment against the Company (the defendant) for the recovery of $411,272.

 

The Company’s Dubai lawyers, Al Safar & Partners, have subsequently appealed this judgment based on the fact that they believe from a legal stand point that:

 

  1)

the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “Audi Alteram Partem”.

     
  2) there is no legal existence of Global Equity Partners Plc. in Dubai as it is a Republic of Seychelles corporation, hence the Courts of Dubai have no jurisdiction in the matter.

 

According to the Dubai lawyers, the judgment issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and void therefore the Plaintiff´s claim should be rejected in its entirety.

 

These legal proceedings and appeal are currently ongoing. The Company intends to vigorously defend the litigation. At June 30, 2016, the Company cannot predict the outcome of the litigation.

 

  On October 7, 2015, the Company renewed its rent agreement for its head office at Dubai for a further period of two years amounting to a rental of $31,850 per annum for the first year (from November 2015 until October 2016) and $35,035 for the second year (from November 2016 until October 2017). This agreement is further renewable for a period of one year at 5% higher than the current rent.

 

Note 11 – Subsequent events

 

  On July 01, 2016, St. George (Previous Lender) assigned and transferred to the Mammoth Corporation (New Lender) all of its rights, title and interest in and to the promissory note issued by GEQU to St. George Investments LLC in the amount of $148,500 dated April 28, 2016, after receipt of $148,500 from Mammoth Corporation. The Company re-negotiated the loan terms with new lender after above assignment and issued a restated 9 months convertible promissory note dated July 01, 2016. The terms of this exchanged note were a one-off 10% increase in the principal loan of $14,850, making the principal sum $163,350. The new lender also has right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of GEQU stock as on the date of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of GEQU stock as on July 01, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 and $14,850 was further recognized as loss on debt extinguishment. (See Note 7D)

 

 F-19 
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Forward - Looking Statement

 

The following discussion and analysis of the results of operations and financial condition of Global Equity International, Inc. should be read in conjunction with the unaudited financial statements, and the related notes. References to “we,” “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:

 

  the volatile and competitive nature of our industry,
     
  the uncertainties surrounding the rapidly evolving markets in which we compete,
     
  the uncertainties surrounding technological change of the industry,
     
  our dependence on its intellectual property rights,
     
  the success of marketing efforts by third parties,
     
  the changing demands of customers and
     
  the arrangements with present and future customers and third parties.

 

Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.

 

Our MD&A is comprised of the following sections:

 

A. Business Overview

 

B. Results of operations for the three months ended June 30, 2016 and June 30, 2015

 

C. Results of operations for the six months ended June 30, 2016 and June 30, 2015

 

D. Financial condition as at June 30, 2016 and December 31, 2015

 

E. Liquidity and capital reserves

 

F. Milestones for next twelve months (2016-2017)

 

 3 
 

 

A. Business overview:

 

Global Equity International Inc. (“Company” or “GEI”) was incorporated on October 1, 2010, as a Nevada corporation, for the express purpose of acquiring Global Equity Partners Plc., a corporation formed under the laws of the Republic of Seychelles (“GEP”) on September 2, 2009. On August 22, 2014, GE Professionals DMCC was incorporated in Dubai as a fully owned subsidiary of Global Equity Partners Plc.

 

On June 10, 2016, GEI incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited, under the laws of the Republic of Seychelles.

 

Global Equity Partners Plc. and its subsidiary, GE Professionals DMCC, are Dubai based firms that provide consulting services, such as corporate restructuring, management recruitment and development for corporate marketing, investor and public relations, regulatory compliance and introductions to financiers, to companies desiring to be listed on stock exchanges in various parts of the world.

 

Our authorized capital consists of 1,000,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value.

 

B. Results of operations for the three months ended June 30, 2016 and June 30, 2015:

 

The Company had revenues amounting to $261,723 and $1,140,500, for the three months ended June 30, 2016 and 2015, respectively.

 

   June 30, 2016   June 30, 2015   Changes 
             
Revenue  $261,723   $1,140,500   $(878,777)
   $261,723   $1,140,500   $(878,777)

 

The total revenue reduced by $878,777 due the fact that we received $865,500 in equity securities in a private company in exchange for services performed during the comparative three months ended June 30, 2015. During the three months ended June 30, 2016, we only received $34,600 in such equity securities which resulted in a decrease in revenues when compared to three months ended June 30, 2015. Following is the breakdown of total revenue for the three months ended June 30, 2016 amounted to $261,723:

 

  a) $34,600 was received in equity securities in a private company in exchange for services performed. The valuation was based on 46,133 common shares valued at $0.75 per share.
     
  b) $87,500 was recognized as revenue from deferred revenue as we performed related services to the clients against payments received in prior quarters.
     
  c) $26,373 was recognized as revenue for services already rendered to a client and payment from client was pending as at June 30, 2016.
     
  d) $143,250 was received in cash for services performed to different clients. $113,250 was recognized as revenue during the three months ending on June 30, 2016 due to the fact that certain contractual milestones were achieved during this period, leaving the remaining $30,000 as deferred revenue.

 

For the three months ended June 30, 2016 and 2015, the Company had the following concentrations of revenues with customers:

 

Customer  June 30, 2016   June 30, 2015 
         
TAM   0%   5.26%
EER   0%   2.63%
MGP   0%   5.26%
UNI   0%   3.51%
DUO   43.79%   83.34%
UGA   11.46%   0%
QFS   15.75%   0%
GPL   19.10%   0%
EEC   10.08%   0%
    100%   100%

 

 4 
 

 

The total operating expenditures amounted to $358,204 and $367,491, for the three months ending on June 30, 2016 and 2015, respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:

 

   June 30, 2016   June 30, 2015   Changes 
             
General and administrative expenses  $48,369   $52,209   $(3,840)
Salaries   195,729    222,698    (26,969)
Professional services   111,239    89,755    21,484 
Depreciation   2,867    2,829    38 
Total operating expenses  $358,204   $367,491   $(9,287)

 

During the three months ended June 30, 2016, total operating expenses were reduced by $9,287 from the previous three months ending on June 30, 2015. The reason for this decrease is mainly the decrease in salaries expense offset by an increase in professional services during the current three months ending on June 30, 2016.

 

The (loss) / income from operations for the three months ended June 30, 2016 and 2015, were $(96,481) and $773,009, respectively.

 

The Company´s other income and (expenses) for the three months ended June 30, 2016 and 2015, were $(64,325) and $(400,207), respectively.

 

   June 30, 2016   June 30, 2015   Changes 
Interest expense  $-   $(147,050)  $147,050 
Finance Charges   -    (18,553)   18553 
Amortization of debt discount   (11,667)   (85,115)   73,448 
Loss on derivative liabilities   -    (227,000)   227,000 
Gain on conversion of notes into common stock   -    25,713    (25,713)
Gain on conversion of accrued salaries into common stock   4,395    -    4,395 
(Loss) / gain on extinguishment of debt and other liabilities   (57,830)   52,314    (110,144)
Exchange rate gain / (loss)   777    (516)   1,293 
Total other income (expenses)  $(64,325)  $(400,207)  $335,882 

 

Our total other expenses were reduced substantially due to the fact that the Company settled all of its discounted convertible debts last year and new debt does not have large interest or derivative expenses. The settlement of this debt last year resulted in large amounts of interest expense, loss on derivative liabilities and amortization of debt discount during the three months ended June 30, 2015. Loss on extinguishment of debt at June 30, 2016 includes $58,200 arising due to exchange of a loan note with the same lender.

 

The net (loss) / income for the three months ended June 30, 2016 and 2015 were $(160,806) and $372,802, respectively.

 

The Company had 795,015,973 and 154,577,729 shares issued and outstanding at June 30, 2016 and June 30, 2015, respectively. The weighted average number of shares for the three months ended June 30, 2016 and June 30, 2015, was 782,216,522 and 109,248,167, respectively. Net (loss) / income per share for both periods was $(0.00) and $0.00, respectively.

 

 5 
 

 

C. Results of operations for the six months ended June 30, 2016 and June 30, 2015:

 

The Company had revenues amounting to $1,105,251 and $1,155,500, for the six months ended June 30, 2016 and 2015, respectively.

 

   June 30, 2016   June 30, 2015   Changes 
             
Revenue  $1,105,251   $1,155,500   $(50,249)
   $1,105,251   $1,155,500   $(50,249)

 

Following is the breakdown of total revenue for the three months ended June 30, 2016 amounted to $1,105,251:

 

  a) $419,365 was received in equity securities in a private company in exchange for services performed. The valuation was based on 1,815 common shares valued at CHF 160 or $163.89 per share and 456 common shares valued at CHF 261 or $267.34 per share.
     
  b) $34,600 was received in equity securities in another private company in exchange for services performed. The valuation was based on 46,133 common shares valued at $0.75 per share.
     
  c) $276,630 was recognized as revenue from deferred revenue as we performed related services to a client against shares received in prior quarters.
     
  d) $115,000 was recognized as revenue from deferred revenue as we performed related services to the clients against payments received in prior quarters.
     
  e) $86,406 was recognized as revenue for services already rendered to a couple of clients out of which $76,406 was receivable as at June 30, 2016.
     
  f) $203,250 was received in cash for services performed to different clients. $173,250 was recognized as revenue during the six months ending on June 30, 2016 due to the fact that certain contractual milestones were achieved during this period, leaving the remaining $30,000 as deferred revenue.

 

For the six months ended June 30, 2016 and 2015, the Company had the following concentrations of revenues with customers:

 

Customer  June 30, 2016   June 30, 2015 
         
SAC   0%   1.30%
TAM   0%   5.19%
EER   0%   2.60%
MGP   0%   5.19%
UNI   0%   3.46%
DUO   10.37%   82.26%
PDI   27.97%   0%
QFS   45.02%   0%
INSCX   3.62%   0%
GPL   5.43%   0%
EEC   4.88%   0%
UGA   2.71%   0%
    100%   100%

 

 6 
 

 

The total operating expenditures amounted to $677,266 and $840,078, for the six months ending on June 30, 2016 and 2015, respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:

 

   June 30, 2016   June 30, 2015   Changes 
General and administrative expenses  $104,649   $136,443   $(31,794)
Salaries   391,509    492,596    (101,087)
Professional services   175,393    205,458    (30,065)
Depreciation   5,715    5,581    134 
Total operating expenses  $677,266   $840,078   $(162,812)

 

During the six months ended June 30, 2016, total operating expenses were reduced by $162,812 from the previous three months ending on June 30, 2015. The reason for this decrease is mainly due to a general reduction of G&A expenses, salaries and professional services during the six months ending on June 30, 2016.

 

Income from operations for the six months ended June 30, 2016 and 2015, was $427,985 and $315,422, respectively.

 

The Company´s other income and (expenses) for the six months ended June 30, 2016 and 2015, were $(101,049) and $(738,438), respectively.

 

   June 30, 2016   June 30, 2015   Changes 
Interest expense  $-   $(204,676)  $204,676 
Finance charges   -    (111,779)   111,779 
Amortization of debt discount   (23,334)   (215,887)   192,553 
Loss on derivative liabilities   -    (319,857)   319,587 
Gain on conversion of notes into common stock   -    61,787    (61,787)
Gain on conversion of accrued salaries into common stock   4,395    -    4,395 
(Loss) / gain on extinguishment of debt and other liabilities   (82,949)   52,314    (135,263)
Gain on transfer of preferred stock   1,454    -    1,454 
Exchange rate loss   (615)   (340)   (275)
Total other income (expenses)  $(101,049)  $(738,438)  $637,389 

 

Our total other expenses during the six months ended June 30, 2016 were reduced substantially due to the fact that the Company settled all of its discounted convertible debts last year and new debt does not have large interest or derivative expenses. The settlement of this debt last year resulted in large amounts of interest expense, loss on derivative liabilities and amortization of debt discount during the six months ended June 30, 2015. Loss on extinguishment of debt during the six months ended June 30, 2016 includes $83,400 arising due to the two loan modifications of a loan note with the same lender.

 

The net income / (loss) for the six months ended June 30, 2016 and 2015 were $326,936 and $(423,016), respectively.

 

The Company had 795,015,973 and 154,577,729 shares issued and outstanding at June 30, 2016 and June 30, 2015, respectively. The weighted average number of shares for the six months ended June 30, 2016 and June 30, 2015 was 779,196,742 and 78,971,006, respectively. The net income / (loss) per share for both periods was $0.00 and $(0.01), respectively.

 

 7 
 

 

D. Financial condition as at June 30, 2016 and December 31, 2015:

 

Assets:

 

The Company reported total assets of $3,242,491 and $2,807,095 as on June 30, 2016 and December 31, 2015, respectively. These mainly include our investment in securities of our clients that we received as part of our consulting fees. At December 31, 2015, we had long term investments amounting to $2,650,471. These long term investments amount to $3,085,322 as of June 30, 2016. This represents an increase of 16%. Our fixed assets include office equipment having a net book value of $14,818 and $20,081 as at June 30, 2016 and December 31, 2015, respectively. Furthermore, our current assets at December 31, 2015 totaled $136,543 and at June 30, 2016, these current assets amounted to $142,351 comprising cash of $14,805, accounts receivable of $76,406 and prepaid and other current assets of $51,140.

 

Liabilities:

 

Our current liabilities at December 31, 2015 totaled $2,283,652. Over the last six months, we managed to decrease these current liabilities to $2,016,358 which represents a decrease of 12%. All of our liabilities are current and mainly include third party debt which is due to three lenders, related parties and our operational day to day creditors.

 

Following is the summary of all third party notes, net of debt discount, including the accrued interest as at June 30, 2016:

 

Date of Note  Total Debt   Remarks
October 9, 2013  $411,272   Non-convertible and non-collateralized
October 17, 2013   480,000   Non-convertible and non-collateralized
November 26, 2013   37,971   Non-convertible and non-collateralized
April 28, 2016   148,500   Fixed price convertible note
April 29, 2016   111,667   Non-convertible and non-collateralized
Balance, June 30, 2016  $1,189,410    

 

Also, of the cash fees paid to date, the Company has deferred a total $477,500 from cash fees received from five clients. These deferred cash fees will be reflected on the Company´s income statement once certain milestones and contractual agreements have been completed.

 

Stockholder’s Equity:

 

At December 31, 2015, the Company had stockholders´ equity of $523,443. At June 30, 2016, the Company had stockholders´ equity was $1,226,133, which represents an increase of 134%.

 

The Company had 795,015,973 and 776,165,973 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively.

 

 8 
 

 

E. Liquidity and capital reserves:

 

Our consolidated financial statements contained herein have been prepared assuming that the Company will continue as a going concern. The Company had (loss) / income from operations of $(96,481) and $427,985 for the three and six months ended June 30, 2016, respectively; a total “Other Income (Expenses)” amounting to $(64,325) and $(101,049) for the three and six months ended June 30, 2016, respectively; and net (loss) / income of $(160,806) and $326,936 for the three and six months ended June 30, 2016, respectively.

 

The Company had $14,805 in cash; net cash used in operations of $(126,906) for the six months ended June 30, 2016; working capital deficit of $1,874,007 and stockholders´ equity of $1,226,133 as of June 30, 2016.

 

The ability of the Company to continue its operations is primarily dependent on:

 

  a) Continually engaging with new clients, which over the years have become consistent.
     
  b) Consummating and executing current engagements.

 

While the Company´s current engagements are being consummated and executed, the Company may also resort to borrowing additional funds with certain related parties, such as management, and also third party funders on a fixed price conversion basis to sustain the Company’s existence. In addition, in the event that operating cash flows are slowed, the Company would reduce its overhead wherever possible and any monies owed to the management can also be forgiven, if necessary.

 

The Company´s deferred revenue, $477,500 at June 30, 2016, is non-refundable; hence, once certain contractual milestones are achieved or contractual terms pass over time, as applicable, on each individual engagement, a proportion of deferred revenue will become revenue for the Company and, therefore, no cash outlays are required for these liabilities.

 

It is important to note that the two largest debts (The Able Foundation loan & Eden loan) stated on our current liabilities are non-collateralized and non-convertible loans.

 

The Company believes that it will be able to invoice and receive at least one large cash based success fee before the end of Q3 2016 or very early Q4 2016, which will allow sufficient cash flow to pay off all of our debt and also allow the company sufficient cash flow to continue to grow and expand in the next twelve months without having to resort to third party or affiliate loans. However, we cannot guarantee that such a success fee will be received during the remainder of fiscal 2016.

 

Management also believes that various contractual milestones will be completed during the remainder of fiscal 2016 that will ultimately bring value to the Company.

 

Also, it is important to note, that the common shares that the Company sometimes receives in lieu of equity fees are generally issued with registration rights; hence; these shares will sometimes be deemed as “Shares for sale” if and when the Company´s clients commence to trade on a Stock Exchange or an Over the Counter Bulletin Board.

 

During the six months ended June 30, 2016, the Company´s officers and directors converted $305,000 in to common restricted shares between $0.0201 and $0.0248 per shares. The sole purpose of this exercise was to improve the Company´s liquidity position. These conversions were as follows:

 

Name  Designation  Accrued Salary   Common Stock issued   Price per
share
 
Mr. Peter Smith  CEO  $27,500    1,000,000   $0.0248 
Mr. Peter Smith  CEO   90,000    4,500,000    0.0201 
Mr. Enzo Taddei  CFO   27,500    1,000,000    0.0248 
Mr. Enzo Taddei  CFO   90,000    4,500,000    0.0201 
Mr. Patrick Dolan  Managing Director   70,000    3,500,000    0.0201 
      $305,000    14,500,000      

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 9 
 

 

It is the Company’s intention to seek additional debt financing, which we plan to use as additional working capital to implement our marketing program to increase awareness of our business model and also to expand our operations via the acquisition of companies that are in a similar space and industry as ours, although we have not identified any companies that we would consider acquiring. However, we do not have any verbal or written agreements with anyone to provide us with debt financing. Any short fall in our projected operating revenues will be covered by:

 

  The cash retainer fees and cash success fees that we expect to receive during the next 12 months from the clients we currently have under contract.
     
  Receiving loans from one or more of our officers even though at the present time, we do not have verbal or written commitments from any of our officers to lend us money.
     
  Receiving loans from third party lenders and/ or investors.

 

F. Milestones for next twelve months (2016-2017):

 

Our specific plan of operations and milestones through August 2017 are as follows:

 

To date, we have 21 clients under contract that we deem to be active. Our mandate with these clients varies from:

 

  a) General business consulting.
     
  b) Corporate restructuring advice and implementation.
     
  c) Acting as a liaison between the client and their appointed auditors.
     
  d) Assistance with general compliance and related matters.
     
  e)

Assistance in the entire process of listing a client´s common shares on a Stock Exchange or an Over the Counter Bulletin Board by way of liaising with attorneys, accountants and other professionals involved in the process.

     
  f)

Introducing clients to potential capital funding sources, mainly located in Western and Eastern Europe, the Middle East and South East Asia.

     
  g) Placement of key management through our Human Resources department.

 

  Client:   Sector:
       
1 Regis Card Group Limited   Prepaid cards and payment services
       
2 Arrow Cars International Inc.   Long term car rental
       
3 Medinas Holdings BV   Therapeutical stomach cancer treatment
       
4 Duo World Inc.   Software development and integration
       
5 VT Hydrocarbon Holdings (Pte.) Limited   LNG Gas storage
       
6 Authenta Trade   Bitcoin
       
7 ATC Enterprises DMCC   Diamonds
       
8 Unii Limited   Mobile Applications such as “Fling”

 

 10 
 

 

9 Energy Equity Resources (Norway) Limited   Natural resources
       
10 Scandinavian AgriTex Co. Limited   Cotton and clothing industry
       
11 Tam Mining Limited   Natural resources
       
12 Primesite Developments Limited   Residential and commercial development
       
13 International FIM SRL   Manufacturing of automotive car parts
       
14 Hoqool Petroleum   Natural resources
       
15 INSCX Exchange Limited   Nano-technology exchange
       
16 Quartal Financial Solutions AG   Financial Technology
       
17 Granite Power Limited   Renewable Energy
       
18 Deutsche Oel & Gas SA   Natural resources
       
19 Majestic Wealth Limited   Property development – Tourism sector
       
20 Unite Global AS   Financial sector
       
21 Excorp Medical International (Pte.) Ltd.   Healthcare

 

  1) DEVELOP THE INTRODUCER NETWORK FURTHER AND IN HOPES OF ATTRACTING NEW INTEREST FOR OUR SERVICES.

 

We currently are relying on introductions to potential clients by the following firms in the Middle East, South East Asia, Europe and the US:

 

  Certain registered investment houses and funds in London (United Kingdom).
     
  An Austrian management consultancy firm based in Vienna (Austria).
     
  Various investment banks and financial institutions based in Dubai and the wider Middle East.
     
  Certain Private Banks based in Amsterdam (Holland), Luxembourg and Zurich (Switzerland).
     
  Various family and Sovereign Wealth offices in Dubai and the wider Middle East.
     
  Various introducers to capital in the US.

 

 11 
 

 

  Various introducers to capital based in Hong Kong.
     
  Yenom (Pvt.) Limited – An introducer of new business based in Sri Lanka
     
  MEPEX – A Bahrain Oil and Gas with over 280 members
     
  Sixfoursixfour Limited based in the UK and the World Nano Foundation
     
  The Billbarter Group, a financial partner with offices in Hungary, Romania, Slovakia, Serbia, Austria, Germany and the United Kingdom.

 

We intend to develop relationships with a further six “introducers” to potential new business for the Company within the next 12 months.

 

  2) NEW BUSINESS

 

During next 12 months, we believe that we have the capacity to sign at least another 12 new clients in various sectors and located around the globe.

 

  3) DUBAI EXPANSION

 

We will continue to establish a firm presence in Dubai, UAE where we are attracting clients, relationships and awareness. Our Dubai operation is currently a branch office of the Company allowing us a license to trade in the area. This branch office will continue to recruit new members of staff that will allow us to grow and become more efficient in Dubai.

 

  4) SOUTH EAST ASIAN EXPANSION

 

We will continue to establish a firm presence in South East Asia where we are attracting clients, relationships and awareness.

 

  5) EXPAND OUR CONSULTANCY TO INCLUDE MORE MERGER AND ACQUISITION ACTIVITY.

 

We intend to form relationships with merger and acquisition specialists during the next 12 months, which will hopefully enable us to:

 

  Find potential merger and acquisition candidates.
     
  Introduce our clients to brokers and investment bankers.
     
  Introduce our clients to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing.

 

  6) EXPAND OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES.

 

The Company created an in-house human resources department called “Kingsman James” (http://kingsmanjames.com) with a view to be able to provide its existing clients and other new clients with the possibility of restructuring their companies’ management with seasoned professionals, if required. We intend to continue expanding this human resources department throughout the next 12 months.

 

 12 
 

 

  7) EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY

 

During the next 12 months, we intend to substantially expand our Middle Eastern, South East Asian and also our US networks in order to enable us to make introductions on a more institutional level. At present, we are being received with open arms by all of the financial communities with whom we have contact; hence, we have plans to host various hospitality events for our current clients, our key contacts and upper management of the Company.

 

  8) EXPAND OUR RANGE OF BUSINESS AND CONTACTS

 

We intend to take our consultancy service outside of the Middle East and Europe and into Asia and Sri Lanka. We will expand on a “Commission Only” basis for the individuals or companies who take on our service to offer to their clients. Accountants, lawyers and finance professionals are the target market for overlaying our service into their existing client banks in return for a percentage of fees received. We also intend to add at least two new members to our administration team during the next 12 months.

 

  9) ROAD SHOWS

 

We will continue working on different “Road shows” in Dubai, Eastern Europe, Western Europe, South East Asia and the USA.

 

  10) FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS

 

We intend to cement the relationships created. The target markets for attracting clients are: Thailand, Sri Lanka, China, Hong Kong and Singapore. To service the clients generated from these markets, we will spend time creating a network of service companies who we can utilize to assist us on a local basis. We will explore the possibilities of dual listings for our clients in Singapore to allow us a local market for any Asian clients we will attract and giving the Company a firm foothold in the Asian territory.

 

  11) OPEN A NEW OFFICE IN THE UNITED KINGDOM

 

Due to our growing clientele, we plan to open a new London based office within the next 6 months as a lot of our new clients are European based and a new and larger office will be required in order to properly service these clients.

 

  12) OPEN AN OFFICE IN THE USA

 

It is the Company´s intention to open a satellite office in the US when economically feasible. The Company´s CFO would be the indicated person to relocate to the US when appropriate.

 

  13) EXPAND OUR CORPORATE FINANCE DIVISION IN DUBAI

 

Expand our newly formed “Corporate Finance Division” headed by Mr. James Goldie in our Dubai office.

 

 13 
 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective.

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a five month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation loan.

 

The plaintiff, the Able Foundation, is requesting a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in 2015 as a provision for potential damages.

 

On, June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently. There is a judgment against the Company (the defendant) for the recovery of $411,272.

 

The Company’s Dubai lawyers, Al Safar & Partners, have subsequently appealed this judgment based on the fact that they believe from a legal stand point that:

 

  1) the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “Audi Alteram Partem”.
     
  2) there is no legal existence of Global Equity Partners Plc. in Dubai as it is a Republic of Seychelles corporation; hence, the Courts of Dubai have no jurisdiction in the matter.

 

According to the Dubai lawyers, the judgment issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and is void. Therefore, the Plaintiff´s claim should be rejected in its entirety.

 

These legal proceedings and appeal are currently ongoing. The Company intends to vigorously defend the litigation. At this time, the Company cannot predict the outcome of the litigation.

 

 14 
 

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On March 18, 2016, the Company issued 1,000,000 shares common shares valued at a fair value of $0.0252 per share or $25,200 to St. George Investments LLC, in lieu of exchange fee for a loan note.

 

On April 25, 2016, the Company issued 250,000 shares of restricted common stock valued at a fair value of $0.0143 per share or $3,575 in lieu of client introduction fee of $3,750.

 

On April 25, 2016, the Company issued 100,000 shares of restricted common stock valued at a fair value of $0.0143 per share or $1,430 in lieu of client introduction fee of $1,500.

 

On April 29, 2016, the Company issued 3,000,000 shares common shares valued at a fair value of $0.0149 per share or $44,700 to St. George Investments LLC, in lieu of a second exchange fee for a loan note.

 

On May 31, 2016, the Company issued 1,000,000 shares of restricted common stock valued at a fair value of $0.0248 per share or $24,800 to our Chief Executive Officer, Peter Smith, upon conversion of $27,500 of accrued salary.

 

On May 31, 2016, the Company issued 1,000,000 shares of restricted common stock valued at a fair value of $0.0248 per share or $24,800 to our Chief Financial Officer, Enzo Taddei, upon conversion of $27,500 of accrued salary.

 

On June 15, 2016, the Company issued 4,500,000 shares of restricted common stock valued at a fair value of $0.0201 per share or $90,450 to our Chief Executive Officer, Peter Smith, upon conversion of $90,000 of accrued salary.

 

On June 15, 2016, the Company issued 4,500,000 shares of restricted common stock valued at a fair value of $0.0201 per share or $90,450 to our Chief Financial Officer, Enzo Taddei, upon conversion of $90,000 of accrued salary.

 

On June 15, 2016, the Company issued 3,500,000 shares of restricted common stock valued at a fair value of $0.0201 per share or $70,350 to our Business Development Managing Director, Patrick V. Dolan, upon conversion of $70,000 of accrued salary.

 

The above securities were issued by the Company in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended and/or the exclusion from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder..

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

See Exhibit Index below for exhibits required by Item 601 of regulation S-K.

 

 15 
 

 

EXHIBIT INDEX

 

Exhibit No. Description

 

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:

 

Exhibit   Description
     
31.1 *   Certification under Section 302 of Sarbanes-Oxley Act of 2002
     
31.2 *   Certification under Section 302 of Sarbanes-Oxley Act of 2002
     
32.1 *   Certification under Section 906 of Sarbanes-Oxley Act of 2002
     
32.2 *   Certification under Section 906 of Sarbanes-Oxley Act of 2002

 

* Filed herewith.

 

 16 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GLOBAL EQUITY INTERNATIONAL, INC.
   
Date: August 11, 2016 /s/ Peter J. Smith
  Peter J. Smith
  President and Chief Executive Officer
  (Principal Executive Officer)
   
Date: August 11, 2016 /s/ Enzo Taddei
  Enzo Taddei
  Chief Financial Officer
  (Principal Accounting and Financial Officer)

 

 17