ARGENTUM 47, INC. - Annual Report: 2015 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2015

OR

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

For the transition period from ____________ to ___________

Commission File Number 000-54557

GLOBAL EQUITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, UAE

(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that he 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 corporate 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 or post such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S- K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2015) was approximately $187,682.

As of March 18, 2016, there were 776,165,973 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”), in particular the Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 7 herein (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give expectations or forecasts of future events. The reader can identify these forward-looking statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” plan(s),” “intend(s),” “expect(s),” “might,” may” and other words and terms of similar meaning in connection with a discussion of future operating, financial performance or financial condition. Forward-looking statements, in particular, include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends of operations and financial results.

Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the Company’s actual results and financial condition. The reader should consider the following list of general factors that could affect the Company’s future results and financial condition.

Among the general factors that could cause actual results and financial condition to differ materially from estimated results and financial condition are:

No assurances can be given that the results contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. We assume no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this Annual Report. The reader is advised, however, to consult any further disclosures we make on related subjects in our filings with the SEC.

PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

BACKGROUND

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.

Global Equity Partners Plc and its subsidiary GE Professionals DMCC are Dubai based firms that provide consulting services, such as corporate restructuring, advice on management buy outs, 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 50,000,000 shares of preferred stock, $0.001 par value.

On November 15, 2010, we entered into a Plan and Agreement of Reorganization (“Plan of Reorganization”) with GEP and its sole shareholder, Peter J. Smith, pursuant to which we would acquire 100% of the common stock of GEP. We consummated the Plan of Reorganization effective December 31, 2010, by issuing 20,000,000 shares of our common stock to Peter J. Smith, at which time GEP became our wholly owned subsidiary and Peter J. Smith was appointed as our President, Chief Executive Officer and Director.

As a result of our acquisition of GEP, we provide corporate advisory services to companies desiring to have their shares listed on stock exchanges or quoted on quotation bureaus in various parts of the world. We have offices in Dubai and London. We have affiliations with firms located in some of the world’s leading financial centers such as London, New York, Frankfurt and Dubai. These affiliations are informal and are comprised of personal relationships with groups of people or people with whom our Company or our management has done, or attempted to do, business in the past. We do not have any contractual arrangements, written or otherwise, with our affiliations.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a Company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (also known as the “JOBS Act”). As an emerging growth company, we are entitled to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, if we have more than $700 million in market value of our stock held by non-affiliates, or if we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens in the future. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant Section 107(b) of the JOBS Act.

Peter Smith initially founded Global Equity Partners Plc. in 2009 to assist small to medium size businesses with management restructuring and corporate restructuring, in general, and also to obtain, if requested by its clients, access to capital markets via equity and debt financings.

Global Equity Partners Plc. and its subsidiary GE Professionals DMCC look for companies that require capital funding and ultimately a listing of their shares on a recognized stock exchange. The Company introduces these clients to private and institutional investors in our network of over 100 “financial introducers” around the world. These financial introducers are groups of people or institutions that are presently introducing new clients to us or who have introduced new clients to our management in the past. We do not have any contractual arrangements, written or otherwise, with these financial introducers.

Presently, Global Equity Partners Plc and its Dubai subsidiary, GE Professionals DMCC, are our only operating businesses. GEI´s present operations are limited to insuring compliance with regional, state and national securities regulatory agencies and organizations. In addition, GEI is charged with (i) handling our periodic reporting obligations under the Securities Exchange Act of 1934; (ii) managing our investor relations; and (iii) raising debt and equity capital necessary to fund our operations, and to enhance, and grow our business. GEI does not offer or conduct any consulting or advisory services, as such services are performed solely by our foreign subsidiary, GEP.

We currently offer the following services to our clients:

CORPORATE RESTRUCTURING SERVICES

We advise and assist our clients in determining the corporate structure that is most suitable to their business models. We recommend management changes where necessary. We also offer them corporate governance models customized to their specific organizations and desired exchange listings. We also review and analyze their balance sheets and capital structures and make recommendations on debt consolidations, equity exchanges for debt, proper capital structures and viability and timing of equity and debt offerings. We do not presently recommend and we do not intend in the future to recommend that our clients merge or be acquired by shell companies.

MANAGEMENT BUY OUTS

We assist our clients in every aspect of management buyouts from corporate restructuring to debt financing and also introduce buyers and sellers to financiers for private equity placements.

MANAGEMENT RECRUITING AND EMPLOYMENT PLACEMENTS

We assist our clients with the recruitment of management and board members through our various contacts around the world. Management recruitment and retention is also an important part of our Corporate Restructuring Services and these services often overlap.

INVESTOR AND PUBLIC RELATIONS

Since our clients and future clients will likely desire to have their shares listed or continue to be listed on a stock exchange or quoted on one of the quotation bureaus, we will advise our clients on the necessary requirements for communicating with their equity holders and stakeholders, their customers and potential customers. We will assist our clients in this area by recommending third party financial professionals and investor relations and public relations organizations to provide them with such services.

REGULATORY COMPLIANCE

We have organized a cadre of third party securities attorneys and accountants to assist our clients with their compliance with the many reporting and other requirements of stock exchanges, quotation bureaus and securities regulatory agencies and organizations in the states and countries where their shares will be or are listed or traded.

EXCHANGE LISTINGS

We also assist our clients with the selection of stock exchanges that may be suitable to our clients. Various exchanges have listing requirements and standards that vary from one exchange to another. Typical listing requirements and standards relate to a number of things, such as pre-tax income, cash flows, revenue, net tangible assets, market value of a company’s listed securities, minimum trading prices of a company’s securities, minimum shareholders’ equity, operating history, number of shareholders, number of market makers, and corporate governance. We will try to identify appropriate exchanges for our clients based on the particular client’s operating history, pre-tax income, cash flow, revenue, net tangible assets, shareholder base and other factors described above.

We will assist our clients with retention of attorneys and accountants having experience with publicly held companies and stock exchanges in various countries. We will also assist our clients in locating market makers, investment bankers and broker-dealers to assist them with accessing capital markets.

INTRODUCTIONS TO FINANCIERS

After reviewing the business plans, prospects and problems that are unique to each of our clients, we will use our best efforts to introduce our clients to various third party financial resources around the world who may be able to assist them with their capital funding requirements.

As used throughout this Annual Report, references to “Global Equity International,” “GEI,” “Company,” “we,” “our,” “ours,” and “us” refer to Global Equity International, Inc. and our subsidiaries, unless the context otherwise requires. In addition, references to “financial statements” are to our consolidated financial statements contained herein, except as the context otherwise requires. References to “fiscal year” are to our fiscal year which ends on December 31 of each calendar year. Unless otherwise indicated, the terms “Common Stock,” “common stock” and “shares” refer to our shares of $0.001 par value, common stock.

HISTORICAL BUSINESS TRANSACTED

BUSINESS TRANSACTED IN 2012

During 2012, we gained the following clients:

(1) REGIS CARDS LIMITED.

On May 25, 2012, we entered into a contract with Regis Card Limited (“Regis”), a “Pre-Paid” credit card company based in the U.S. and in the U.K.

We have contracted to provide Regis the following services:

(2) BTI / SCORPION PERFORMANCE INC.

On December 5, 2012, we entered into a contract with Scorpion Performance Inc. (“Scorpion”), a U.S. corporation based in Ocala, Florida. Scorpion manufactures precision metal performance engine components and also precision medical instruments.

We have contracted to provide Scorpion the following services:

(3) UNIVERSAL ENERGY SOLUTIONS BV

Universal Energy Solutions BV (“Universal”), a Netherlands green energy company, that desires to list its stock on the Dubai Nasdaq, but first requires our Company to source a Dubai sponsor that would agree to underwrite and sponsor the proposed public listing. We agreed to a fee of $10,000 and have been paid in full. We have subsequently sourced an appropriate Dubai sponsor, however the client decided not to pursue the public listing in the Dubai NASDAQ.

(4) INNOVEAS AG

Innoveas AG is a German company and a technology incubator that wishes to also list its shares on the Dubai Nasdaq, but also requires our Company to source a Dubai sponsor that would be in agreement to underwrite and sponsor the proposed public listing. We agreed to a fee of $10,000 and have been paid in full. We subsequently sourced an appropriate Dubai sponsor, but the client decided not to pursue the public listing in the Dubai NASDAQ.

(5) ARABIAN NUBIAN RESOURCES LIMITED

Arabian Nubian Resources Limited (“Arabian”), a United Kingdom based company with mining contacts in North East Africa that wanted to list its shares on the Dubai Nasdaq, but required our Company to source a Dubai sponsor that would be in agreement to underwrite and sponsor the proposed public listing. We agreed to a fee of $10,000 and have been paid in full. We were unable to source a sponsor in Dubai for Arabian; hence, Arabian decided not to pursue the public listing in the Dubai NASDAQ.

At the date of this filing, only Regis Cards Limited is considered to be an ongoing client.

BUSINESS TRANSACTED IN 2013

During 2013, we gained the following clients:

(1) SCANDINAVIAN AGRITEX CO. LIMITED

Scandinavian Agritex Co. Limited (“SAC”) is a U.K. and Sri Lankan based company that is a green “Agriculture Technology and Textile” company whose business is situated in Sri-Lanka, Norway and the U.K. whose main purpose is to develop and rapidly expand the organic cotton industry in the country. SAC was founded by textile professionals, fashion brand owners, and finance people with significant international management experience. SAC has an extensive management team comprised of highly skilled and competent agronomists, farmers and textile professionals. SAC´s long term objective is to operate in the entire textile value chain, including cultivation of cotton, ginning, spinning, weaving, garment manufacture, fashion and retail, with the objective of retaining control and generating significant margins on each step of the chain. Furthermore, SAC intends to produce organic cotton fabrics to be used in the sustainable clothing lines of well-known fashion brands and retailers.

We have contracted to provide SAC with the following services:

SAC agreed to pay us $255,000 and to date we have been paid $145,000. In addition, we have agreed that we will receive a 6% equity stake in SAC upon its initial public offering on the NASDAQ OTCQB.

At the date of this filing, Scandinavian Agritex Co. Limited is still considered to be an ongoing client.

BUSINESS TRANSACTED IN 2014

During 2014, we gained the following eight clients:

(1) ATC Enterprises DMCC

ATC Enterprises DMCC (“ATC”) is a Dubai based company that has an innovative way to buy and sell diamonds. ATC DMCC is working with the Dubai Diamond Exchange to establish regular sales and tenders of rough cut diamonds in Dubai. The first of these was in January 2005. ATC has an extensive list of buyers from the UAE, Bombay, Surat, Ahmedabad, New York, Antwerp and the Far East, giving suppliers access to reliable and legitimate buyers throughout the world as well as the chance to trade in the unique and innovative environment in Dubai.

We have contracted to provide ATC with the following services:

ATC agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

(2) Authenta Trade Inc.

Authenta Trade Inc. (“Authenta”) is a Canadian company based in Calgary, Canada with offices in Singapore and Cyprus. Authenta is in the business of developing a high security digital currency exchange. Authenta was formed specifically to address security concerns in the market place, is currently developing software that will tighten security to new levels and will also bring technology to the marketplace in order to make transacting in digital currencies such as Bitcoin, much simpler.

We have contracted to provide Authenta with the following services:

Authenta agreed to pay us $60,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

(3) Duo World Inc.

Duo World Inc. (“Duo”), a Nevada corporation, is a software company with subsidiaries in Sri Lanka, India and Singapore. Duo is an information technology and software solutions company, focused on bringing value to its clients through every customer interaction. Duo´s business model allows it to deliver consistent, quality service, at a scale and in the geographies that meet its clients’ business needs. They leverage their breadth and depth of capabilities to help companies create quality customer experiences across multiple channels, while increasing revenue and reducing their cost to serve their customers.

We have contracted to provide Duo with the following services:

Duo agreed to pay us $250,000 and to date we have been paid $170,000. In addition, we have agreed that we will receive a 10% equity stake in Duo upon its initial public offering.

(4) Medinas Holdings BV

Medinas Holdings BV (“Medinas”) is a Netherlands company with subsidiaries in the Netherlands and also in the U.S. that is the sole proprietor and holder of an FDA approved cure for peritoneal cancer.

We have contracted to provide Medinas with the following services:

Medinas agreed to pay us $465,000 and to date we have been paid $230,000. In addition, we have agreed that we will receive a 5% to 7% (depending on certain agreed upon milestones) equity stake in Medinas upon its initial public offering.

(5) Precious Cells International Limited

Precious Cells International Limited (“Precious”), a U.K. company, is based in London. Precious is a medical technology company founded in 2009, with a key focus on the development of clinical technologies in the innovation of adult stem cells, cord blood stem cells and regenerative medicine. Regenerative medicine consists of innovative medical therapies that will enable the body to repair, replace, restore and regenerate damaged or diseased cells, tissues and organs. These therapies are targeting the repair of damaged heart muscle following heart attacks, replacement of skin for burns victims, restoration of movement after spinal cord injury, regeneration of pancreatic tissue for insulin production in diabetics and provide new treatments for Parkinson’s and Alzheimer’s disease.

We have contracted to provide Precious with the following services:

Precious agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

(6) Unii Limited

Unii Limited (“Unii”) is a U.K. based company and sole proprietor of the social media application “Fling – Message the World” that can be found in the Google Play Store and in Apple´s App Store and has grown virally to more than 3 million users at the date of this filing.

We have contracted to provide Unii with the following services:

Unii agreed to pay us $60,000 for this initial ground work. Then in February of 2015, Unii agreed to a new contract whereby our Company would assist with a listing of their shares on a recognized exchange. The first part of this new agreement, $385,000, was paid to our Company in 2015.

(7) VT Hydrocarbon Holdings (Pte.) Ltd.

VT Hydrocarbon Holdings (Pte.) Ltd (“VTH”) is a Singapore based company whose ground operations are based in the Aqaba Special Economic Zone in Aqaba, Jordan. VTH is looking to acquire, operate, manage and build hydrocarbon storage farms in Aqaba and expand to repeat the formula in other parts of the world. VTH´s main business focus will be to provide Liquid Petroleum Gas storage as well as other wet fuel facilities.

We have contracted to provide VTH with the following services:

VTH agreed to pay us $20,000 for the initial ground work and a success fee for any funds that the company raises as a result of our introductions, of 1% (cash fee) and 1.5% (equity fee). A possible listing on a recognized stock exchange and a possible larger equity fee will be subject to a separate agreement.

(8) Your MD AS

Your MD AS (“Your MD”) is a Norwegian based company and sole proprietor of the medical diagnostic application “Your MD” that can be found in the Google Play Store and in Apple´s App Store. This service brings healthcare advice to those in areas where primary healthcare is needed most; whether that’s due to large expense, poor access, and poor quality primary health or for those who are unable to travel. Your MD is primarily focused on emerging markets.

We have contracted to provide Your MD with the following services:

Your MD agreed to pay us $25,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

At the date of this filing, all 2014 clients with the exception of Your MD AS and Precious Cells International Limited are considered to be ongoing clients.

OUR BUSINESS IN 2015

1) Advanced Imaging Projects LLC.

Advanced Imaging Projects LLC. (“AIP”), based in Florida, is a clinical stage specialty biopharmaceutical company that develops medicines for prevention, diagnosis and treatment of rare diseases in oncology, neurology and infectious diseases. Its mission is to make a meaningful difference to those impacted by maladies for which there are limited or no curative options. AIP has an industry-leading pipeline of promising new drugs that have the potential to treat Parkinson’s disease, Tuberculosis and Cancer. These products make fundamental contributions to medical progress and form an integral part of the companion diagnostic, individualized immunotherapy and orphan drug arsenal, among the fastest growing and most successful segments in the pharmaceutical sector.

We have contracted to provide AIP with the following services:

AIP agreed to pay us a cash success fee on any capital funding raised and a further success equity fee based on AIP’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

2) Energy Equity Resources (Norway) Limited.

Energy Equity Resources (Norway) Limited (“EER”) is an oil and gas company that is focused on the acquisition and development of concessions in proven hydrocarbon provinces in Nigeria.

We have contracted to provide EER with the following services:

EER agreed to pay us a $30,000 cash fee and a 1.5% cash success fee on any capital funding raised and a further 2.5% success equity fee based on EER’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

3) Hoqool Petroleum.

Hoqool Petroleum (“HOQ”) is an independent oil and gas exploration and production company, incorporated in the Kingdom of Bahrain. Hoqool is an Arabic word that means fields and particularly oil and gas fields. Hoqool was established in 2010. The founders combine vast and deeply rooted leaders who are experienced, knowledgeable and well recognized, both locally and internationally, covering the upstream sector of the oil and gas with more than 175 years of experience.

We have contracted to provide HOQ with the following services:

HOQ agreed to pay us a 1.5% cash success fee on any capital funding raised and a further 10% success equity fee based on the company issued and outstanding shares post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

4) INSCX Exchange (Central Clearing) Limited.

INSCX Exchange (Central Clearing) Limited. (“Exchange” or “INSCX”) is the world’s first Nano-technology commodities exchange for the guaranteed physical delivery of Nano-Tech and other specialist materials, such as Polymers, Base Oils and Titanium Dioxide, more traditional materials where the exchange offers the only physical delivery hedging tool for producers and end users. INSCX offers the only global track and trade reporting system for engineered nanomaterials. The Exchange offers a highly effective, secure, regulatory and compliant framework for the emerging Nano-Tech industry. Commissioned by Lloyds (Bank) of London in 2010, INSCX is proving pivotal to enabling insurers to engage fully with upstream and downstream interest in this broad suite of materials.

We have contracted to provide INSCX with the following services:

INSCX agreed to pay us a $60,000 non-refundable cash fee and also a 5% cash success fee on any capital funding raised and a further 3% success equity fee based on INSCX’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

5) International FIM SRL.

International FIM SRL is a reputable Italian automotive parts manufacturer based in Bergamo (Milan, Italy). The company has a 17,000 square meter (153,000 square feet) factory located in Bergamo (Milan, Italy) just 100 miles north of Maranello (Modena) where Ferrari has its headquarters and employs over 180 people that manufacture automotive parts such as engine covers, front grills, wheel caps, emblems for the front hood, decorative emblems, airbag emblems, door emblems, instrument panels and chrome parts for the interior and exterior of cars along with many more items. The Company, previous called Lupini Targhe SPA, has been in operation since the 1960´s and has an impressive client list that varies from luxury brand names such as Lamborghini, Ferrari, Maserati, Porsche and Bentley to more common brand names such as General Motors, Ford, Alfa Romeo, Jaguar, Land Rover, BMW, Volkswagen, Fiat (Abarth), Audi, Skoda and many more.

We have contracted to provide FIM with the following services:

FIM agreed to pay us a 10% cash success fee on any capital funding raised and a further 10% success equity fee based on International FIM SRL’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

6) Primesite Developments Limited.

Primesite Developments Limited and its subsidiaries (“PS”), is a commercial and residential property development group based in the North West of England (United Kingdom).

We have contracted to provide PS with the following services:

PS agreed to pay us a $300,000 cash fee and also a 5% equity fee. To date the company has paid us $150,000 and has issued us 5,606,521 common shares and a further 450,000 Series “A” preferred shares.

7) Quartal Financial Solutions AG.

Quartal Financial Solutions AG (“QFS”) a Zurich - Switzerland based Financial Technology Company. QFS is a market leading Financial Technology software company providing specialized financial solutions to the global financial and insurance industry. Their suite of products focuses on complex fee billing, revenue, commission, expense management and sophisticated high end reporting for global asset managers, banks, brokers, custodians, fund administrators, insurance companies, transfer agents and capital market firms.

We have contracted to provide QFS with the following services:

QFS agreed to pay us a $300,000 cash fee. QFS also agreed to pay us a 5% equity fee and a further 3% cash success fee based on the capital funding QFS raises. To date, QFS has paid us $150,000 and has issued us with 5% of QFS’ issued and outstanding shares.

8) TAM Mining Limited.

TAM Mining Limited is a North East African natural resources company.

We have contracted to provide TAM with the following services:

TAM agreed to pay us a $60,000 non-refundable cash fee.

We have three distinct divisions (none of which will be treated as a segment for financial reporting purposes):

1. Introducers Network. We have developed and continue to develop a number of finance professionals, accountants, attorneys and financial advisers who will introduce us to their clients. We will review businesses introduced to us through these introducers and we will compensate them on sum “to be determined” based on the event that we are engaged to assist the companies they introduce to us.

2. Project Review. Our management team and advisors will carefully review and vet each business plan and opportunity submitted to us. Our management team and advisors will determine which services we can offer these clients and assess the potential propositions to best assist our clients in achieving their goals.

3. Placing. Working with our business associates in Dubai, Europe and the United States, we will use our best efforts to assist our clients with listings on stock exchanges in these cities and countries in order to maximize their exposure to capital markets and to access funding via debt and equity offerings.

FUTURE PLANS

MILESTONES FOR 2016:

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

To date we have 15 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange or seeking funding for acquisition and growth:

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

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

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.

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.

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

Within the next 12 months, we plan to open an office on the east coast of the USA in order to substantially expand our network of introducers to new business and also professionals and consultants.

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

Commencing initially with one member we will start to develop a proprietary program allowing us to easily monitor a client’s development status and work in progress. We will also use this tool to manage our pipeline of clients and therefore it will become vital in our cash flow forecasting.

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.

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.

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.

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

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.

COMPETITION

We face intense competition in every aspect of our business, and particularly from other firms which offer management, compliance and other consulting services to private and public companies. We would prefer to accept a relatively low cash component as our fee for management consulting and regulatory compliance services and take a greater portion of our fee in the form of restricted shares of our private clients’ common stock. We also face competition from a large number of consulting firms, investment banks, venture capitalists, merchant banks, financial advisors and other management consulting and regulatory compliance services firms similar to ours. Many of our competitors have greater financial and management resources and some have greater market recognition than we do.

REGULATORY REQUIREMENTS.

We are not required to obtain any special licenses, nor meet any special regulatory requirements before establishing our business, other than a simple business license. If new government regulations, laws, or licensing requirements are passed that would restrict or eliminate delivery of any of our intended products, then our business may suffer. Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.

We are not a broker-dealer. We are not an investment adviser or an investment company. We are not a hedge fund or a mutual fund or any similar type of fund. We are primarily an operating business that offers and performs corporate consultancy services.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS.

The Company’s common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“1934 Act”). As a result of such registration, the Company is subject to Regulation 14A of the “1934 Act,” which regulates proxy solicitations. Section 14(a) requires all companies with securities registered pursuant to Section 12(g) thereof to comply with the rules and regulations of the Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide its stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the Commission at least 10 days prior to the date that definitive copies of this information are forwarded to stockholders.

The Company is also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Commission on a regular basis, and will be required to disclose certain events in a timely manner, (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

WE ARE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002. IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION 404 OR IF THE COSTS RELATED TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.

The Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the 2015 and 2016 fiscal years. We are currently evaluating our existing controls against the standards adopted by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). During the course of our ongoing evaluation and integration of the internal controls of our business, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review (see Item 9A, below for a discussion of our internal controls and procedures).

We believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirement of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations and the future filings of our Company could be materially adversely affected.

DEPENDENCE ON KEY EMPLOYEES.

The Company is heavily dependent on the ability of our President, Peter Smith, our Chief Financial Officer, Enzo Taddei and our New Business Managing Director, Patrick V. Dolan. The loss of the services of Mr. Smith, Mr. Taddei or Mr. Dolan would seriously undermine our ability to carry out our business plan.

In the event of future growth in administration, marketing, manufacturing and customer support functions, the Company may have to increase the depth and experience of its management team by adding new members. The Company’s success will depend to a large degree upon the active participation of its key officers and employees, as well as the continued service of its key management personnel and its ability to identify, hire, and retain additional qualified personnel. There can be no assurance that the Company will be able to recruit such qualified personnel to enable it to conduct its proposed business successfully.

REPORTS TO SECURITY HOLDERS.

The public may view and obtain copies of the Company’s reports, as filed with the Securities and Exchange Commission, at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the Public Reference Room is available by calling the SEC at 1-800-SEC-0330 1-800-SEC-0330 FREE. Additionally, copies of the Company’s reports are available and can be accessed and downloaded via the internet on the SEC’s internet site at http://www.sec.gov.

ITEM 1A. RISK FACTORS.

An investment in our Common Stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors and the other information in this Annual Report and in our other filings with the SEC before investing in our Common Stock. Our business and results of operations could be seriously harmed by any of the following risks. You should carefully consider the risks described below, the other information in this Annual Report and the documents incorporated by reference herein when evaluating our Company and our business. If any of the following risks actually occurs, our business could be harmed. In such case, the trading price of our Common Stock could decline and investors could lose all or a part of the money paid for our Common Stock.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING RISKS ACTUALLY MATERIALIZES, OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD SUFFER AND OUR SHAREHOLDERS COULD LOSE ALL OR PART OF THEIR INVESTMENT IN OUR SHARES.

RISKS ASSOCIATED WITH OUR COMPANY

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN THAT CASE INVESTORS COULD LOSE THEIR INVESTMENTS IN OUR COMMON STOCK.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations and you could lose your investment.

WE ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF WE WILL BE ABLE TO MAINTAIN SUCH STATUS OR IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 or “JOBS Act,” and we may adopt certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive and stockholder approval of any golden parachute payments not previously approved. We may remain an “emerging growth company” for up to five full fiscal years following our initial public offering. We would cease to be an emerging growth company, and, therefore, ineligible to rely on the above exemptions, if we have more than $1 billion in annual revenue in a fiscal year, if we issue more than $1 billion of non-convertible debt over a three-year period, or if we have more than $700 million in market value of our common stock held by non-affiliates as of June 30 in the fiscal year before the end of the five full fiscal years. Additionally, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result of our reduced disclosures, there may be less active trading in our common stock (assuming a market ever develops) and our stock price may be more volatile.

AS A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET SHARE TO BE PROFITABLE.

The corporate consulting business is intensely competitive and due to our small size and limited resources, we may be at a competitive disadvantage, especially as a public company. There are several firms offering similar services. Many of our competitors have proven track records and substantial human and financial resources, as opposed to our Company which has limited human resources and little cash. Also, the financial burden of being a public company, which will cost us approximately $50,000 per year in auditing fees and legal fees to comply with our reporting obligations under the Securities Exchange Act of 1934 and compliance with the Sarbanes-Oxley Act of 2002, will strain our finances and stretch our human resources to the extent that we may have to price our Consultancy service fees higher than our non-publicly held competitors just to cover the costs of being a public company.

WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS WHICH MAY NEGATIVELY AFFECT OUR PROFITABILITY AND ABILITY TO CARRY OUT OUR BUSINESS PLAN.

We are currently in a severe worldwide economic recession. Runaway deficit spending by the United States government and other countries further exacerbates the United States and worldwide economic climate and may delay or possibly deepen the current recession. Currently, a lot of economic indicators such as rising commodity prices suggest higher inflation, dwindling consumer confidence and substantially higher taxes. Demand for the services we offer tends to decline during recessionary periods when disposable revenue is lower and may impact sales of our services. In addition, sudden disruptions in business conditions as a result of a terrorist attack similar to the events of September 11, 2001, including further attacks, retaliation and the threat of further attacks or retaliation, war, civil unrest in the Middle East, adverse weather conditions or other natural disasters, such as Hurricane Katrina, pandemic situations or large scale power outages can have a short term or, sometimes, long term impact on spending. The worldwide recession is placing severe constraints on the ability of all companies, particularly smaller ones, to raise capital, borrow money, and operate effectively and profitably and to plan for the future.

BECAUSE OUR BUSINESS MODEL ANTICIPATES OUR RECEIVING EQUITY STAKES IN OUR CLIENTS, MOST OF WHOM WILL BE DEVELOPMENT STAGE COMPANIES, WE MAY NOT BE ABLE TO RESELL SUCH EQUITY AT SUITABLE PRICES, IF AT ALL, WHICH COULD MATERIALLY IMPACT OUR EARNINGS AND ABILITY TO REMAIN IN BUSINESS.

Our business model anticipates that we will receive, as partial compensation for our consulting services, equity stakes in our clients, many of whom will be development stage companies. We will have to value those equity stakes at the time we receive them. Investments in development stage companies are risky because many of such companies’ securities are illiquid, thinly traded (if at all) and the value of such securities will be subject to adjustments should the value of such securities decline, should such securities be delisted from an exchange or cease being quoted on a stock quotation medium or should such businesses fail, which could cause us to write-down or write-off the value of such securities and result in a negative impact to our earnings and possibly cause us to cease or curtail our operations.

WE MAY BE SUBJECT TO FURTHER GOVERNMENTAL REGULATION, INCLUDING THE INVESTMENT COMPANY ACT OF 1940, WHICH COULD ADVERSELY AFFECT OUR OPERATIONS.

As part of our business model, GEP accepts equity securities in our clients as partial compensation for our services. Prior to 2012, 40% or more of our income was derived from the receipt of equity securities and more than 40% of our assets were comprised of equity securities that we received in exchange for some of our services. In 2012, only 9.85% of our income was derived from the receipt of equity securities. As of December 31, 2013, 1.00% of our assets were comprised of equity securities. As of December 31, 2014, 3.69% of our assets were comprised of equity securities. As of December 31, 2015, 94.42% of our assets were comprised of equity securities.

Although we do not believe we are engaged in the business of investing, reinvesting or trading in securities, and we do not currently hold ourselves out to the public as being engaged in those activities, it is possible that we may be deemed to be an “inadvertent investment company” under section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (“ICA”), if more than 40% of our future income and/or more than 40% of our assets are derived from “investment securities” (as defined in the ICA), and if we are deemed to be, or perceived to be, primarily engaged in the business of investing, reinvesting or trading in securities.

If we were deemed or found to be an investment company by the Securities and Exchange Commission or a court of law, then we would face dire consequences and a maze of additional regulatory obligations. For example, registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, dividends and transactions with affiliates. If it were established that we are an unregistered investment company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, in an action by the SEC, that we would be unable to enforce contracts with third parties or that third parties with whom we have contracts could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered investment company.

WE COULD BE SUBJECT TO THE INVESTMENT ADVISERS ACT OF 1940, WHICH WOULD BE DETRIMENTAL TO OUR BUSINESS.

Although we do not believe we are engaged in the investment advisory business and we do not hold ourselves out to be investment advisers, it is possible that the SEC could deem or find us to be an unregistered investment adviser due to the types of consulting services offered by us. If we were deemed or found to be an investment adviser by the Securities and Exchange Commission or a court of law, then we would face dire consequences and a maze of additional regulatory obligations. For example, registered investment advisers are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, fees, management, capital structure, dividends and transactions with affiliates. If it were established that we are an unregistered investment adviser, there would be a risk, among other material adverse consequences, that we could be become subject to monetary penalties or injunctive relief, or both, in an action by the SEC, that we would be unable to enforce contracts with third parties or that third parties with whom we have contracts could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered investment adviser.

OUR SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING, FUND OUR OPERATIONS AND SATISFY OUR OBLIGATIONS THROUGH ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.

We will likely have to issue additional shares of our Common Stock to fund our operations and to implement our plan of operation. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the remaining 173,834,027 authorized shares of our common stock net of the issued and reserved of 776,165,973 and 50,000,000 respectively. Future issuances of shares of our common stock will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value and that dilution may be material.

FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

OUR ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.

Our Articles of Incorporation authorize the issuance of up to 50,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock.

We have no preferred stock outstanding at this time.

THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.

These forward-looking statements in this Annual Report are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this Annual Report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

The Company does not own any property. Our executive offices are located at X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, U.A.E.; this office consists of 1,400 square feet of office space for which we pay a monthly rent of $2,675. We also have a satellite-serviced office located in London based in another office in Level 17 Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom. Peter J. Smith, our President and Chief Executive Office, is based in Dubai, and Enzo Taddei, our Chief Financial Officer, is based between Europe and Dubai.

ITEM 3. 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 judgement based on the fact that they believe from a legal stand point that:

According to the Dubai lawyers, the judgement 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 this time, the Company cannot predict the outcome of the litigation.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

As of December 31, 2015, the Company’s Common Stock was quoted on the Over-the-Counter Bulletin Board under the symbol “GEQU.OB.” The market for the Company’s Common Stock is limited, volatile and sporadic and the price of the Company’s Common Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading volume, sales of Common Stock by officers, directors and principal shareholders of the Company, general market trends, changes in the supply and demand for the Company’s shares, and other factors. The following table sets forth the high and low sales prices for each quarter relating to the Company’s Common Stock for the last two fiscal years. These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Shareholders should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.

Our management is aware of the abuses that have occurred historically in the penny stock market.

HOLDERS. As of the date of this filing, there were 82 record holders of the 776,165,973 shares of the Company’s issued and outstanding Common Stock.

DIVIDENDS. The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

SECURITIES ISSUED IN 2013

On February 15, 2013, the Company issued 100,000 common restricted shares at $.80 to Tricon Holdings Limited in exchange of $80,000 of marketing services rendered to the Company.

On March 12, 2013, the Company issued 75,000 common restricted shares at $1.10 to Tempest Holdings Limited in exchange of $82,500 of services rendered in the form of introductions of various new clients to the Company.

On April 5, 2013, the Company issued 150,000 common restricted shares at $.95 to Tricon Holdings Limited in exchange of $142,500 of marketing services rendered to the Company.

On April 5, 2013, the Company issued 500,000 common restricted shares at $.25 to Caro Capital Inc. in exchange of $125,000 of invest relations services rendered to the Company.

On April 15, 2013, the Company issued 25,000 common restricted shares at $.55 to Philip Brooks in exchange of $13,750 of services rendered to the Company.

On April 24, 2013, the Company issued 150,000 common restricted shares at $.29 to Robert Sullivan in exchange of $43,500 of marketing and radio advertisement services rendered to the Company.

On May 3, 2013, an investor, Piquerel Investment Limited, subscribed for 10,000 common restricted shares at $.60.

On May 17, 2013, the Company issued 40,000 common restricted shares at $.17 to Scott Suckling in exchange of $6,800 of services rendered in the form of introduction of a new client to the Company.

On May 17, 2013, the Company issued 99,385 common restricted shares at $.17 to ME Biz Limited in exchange of $16,972 of services rendered in the form of introduction of a new client to the Company.

In October through December 2013, the Company issued 30,000 common restricted shares to the beneficiary of The Able Foundation (Mr. Robert Luke Hague) as an interest payment for a loan $120,420 signed on October 9, 2013. The stock issued was valued for a total cost of $3,900 at an average of $0.13.

From January, 2013 through December, 2013, the Company issued 120,000 common restricted shares to Tempest Holdings Limited in exchange of a twelve month consultancy agreement that began on January 1, 2013. The stock issue was valued at $50,400 at an average of $0.42 over the twelve month life of the contract.

On December 12, 2013 the Company issued 10,000 common restricted shares at $.12 to Zara V. Clark in exchange of $1,200 of services rendered to the Company.

On December 12, 2013 the Company issued 100,000 common restricted shares at $.12 to Michael Paul Duff in exchange of $12,000 of marketing services rendered to the Company in the United Kingdom.

On December 12, 2013 the Company issued 450,000 Series “A” preferred shares to the Company’s CFO (200,000), CEO (200,000) and one employee (50,000) having a fair value of $540,000 ($0.12 per share), based upon the fair value of the services rendered, which represented the best evidence of fair value.

SECURITIES ISSUED IN 2014

On March 17, 2014, the Company issued 295,567 shares of restricted common stock at $.04 per share to Asher Enterprises, Inc. upon conversion of debt valued at $12,000. The conversion was at a discount to market value of the common stock.

On April 1, 2014, the Company issued 501,149 shares of restricted common stock at $.22 per share to Asher Enterprises, Inc. upon conversion of debt valued at $109,819. The conversion was at a discount to market value of the common stock.

On April 22, 2014, the Company issued 165,000 shares of restricted common stock at $.05 per share to Robert Hasnain in exchange for $8,250 of services rendered to the Company. Common stock issued at market price on April 22, 2014.

On July 22, 2014, the Company issued 115,000 shares of restricted common stock at $.15 per share to Robert Hasnain in exchange for $17,250 of services rendered to the Company. Common stock issued at market price on July 22, 2014.

On July 22, 2014, the Company issued 50,000 shares of restricted common stock at $.15 per share to Susan Smith in exchange for $7,500 of services rendered to the Company. Common stock issued at market price on July 22, 2014.

On July 22, 2014, the Company issued 12,500 shares of restricted common stock at $.15 per share to Julian Ainsby in exchange for $1,875 of services rendered to the Company. Common stock issued at market price on July 22, 2014.

On July 22, 2014, the Company issued 276,000 shares of restricted common stock at $.15 per share to Colin Copeland in exchange for $41,400 of services rendered to the Company. Common stock issued at market price on July 22, 2014.

On August 4, 2014, the Company issued 200,000 shares of restricted common stock at $.15 per share to Martin E. Janis and Company, Inc. in exchange for $30,000 of services rendered to the Company. Common stock issued at market price on August 4, 2014.

On September 19, 2014, the Company issued 500,000 shares of restricted common stock at $.16 per share to Patrick Dolan, the Company’s New Business Director, as a salary bonus.

On October 2, 2014, the Company issued 86,207 shares of restricted common stock at $.093 per share to Asher Enterprises, Inc. upon conversion of debt valued at $16,379. The conversion was at a discount to market value of the common stock.

On October 17, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon conversion of debt valued at $23,406. The conversion was at a discount to market value of the common stock.

On October 21, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon conversion of debt valued at $19,505. The conversion was at a discount to market value of the common stock.

October 27, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon conversion of debt valued at $18,530. The conversion was at a discount to market value of the common stock.

On November 6, 2014, the Company issued 18,498 shares of restricted common stock at $.054 per share to Adar Bay, LLC upon conversion of debt valued at $2,109. The conversion was at a discount to market value of the common stock.

On December 1, 2014, the Company issued 517,241 shares of restricted common stock at $.023 per share to Asher Enterprises, Inc. upon conversion of debt valued at $39,828. The conversion was at a discount to market value of the common stock.

On December 1, 2014, the Company issued 902,155 shares of restricted common stock at $.021 per share to Asher Enterprises, Inc. upon conversion of debt valued at $315,754. The conversion was at a discount to market value of the common stock.

On December 2, 2014, the Company issued 500,000 shares of restricted common stock at $.024 per share to Adar Bay, LLC upon conversion of debt valued at $42,200. The conversion was at a discount to market value of the common stock.

On December 16, 2014, the Company issued 600,000 shares of restricted common stock at $.013 per share to JMJ Financial upon conversion of debt valued at $7,500.

SECURITIES ISSUED IN 2015

On January 5, 2015, the Company issued 1,600,000 shares of restricted common stock valued at a fair value of $0.0065 per share or $10,400 to JMJ Financial upon conversion of $4,400 of debt.

On January 12, 2015, the Company issued 639,403 shares of restricted common stock valued at a fair value of $0.005 per share or $3,197 to LG Capital LLC upon conversion of $2,110 of debt and accrued interest.

On January 21, 2015, the Company issued 2,287,582 shares of restricted common stock valued at a fair value of $0.0057 per share or $13,039 to Adar Bay, LLC upon conversion of $7,000 of debt. The conversion was at a discount to market value of the common stock.

On January 21, 2015, the Company issued 1,056,986 shares of restricted common stock valued at a fair value of $0.0057 per share or $6,025 to LG Capital LLC upon conversion of $3,171 of debt and accrued interest.

On January 21, 2015, the Company issued 1,680,000 shares of restricted common stock valued at a fair value of $0.0057 per share or $9,576 to JMJ Financial upon conversion of $4,200 of debt.

On February 10, 2015, the Company issued 1,809,000 shares of restricted common stock valued at a fair value of $0.0026 per share or $4,703 to JMJ Financial upon conversion of $1,809 of debt.

On February 12, 2015, the Company issued 1,636,958 shares of restricted common stock valued at a fair value of $0.0067 per share or $10,968 to LG Capital LLC upon conversion of $1,964 of debt and accrued interest.

On February 25, 2015, the Company issued 2,318,841 shares of restricted common stock valued at a fair value of $0.0027 per share or $6,261 to Adar Bay, LLC upon conversion of $3,200 of debt. The conversion was at a discount to market value of the common stock.

On February 26, 2015, the Company issued 1,800,000 shares of restricted common stock valued at a fair value of $0.0035 per share or $6,300 to JMJ Financial upon conversion of $1,800 of debt.

On March 12, 2015, the Company issued 2,391,304 shares of restricted common stock valued at a fair value of $0.003 per share or $7,174 to Adar Bay, LLC upon conversion of $3,300 of debt. The conversion was at a discount to market value of the common stock.

On March 13, 2015, the Company issued 1,808,000 shares of restricted common stock valued at a fair value of $0.0038 per share or $6,870 to JMJ Financial upon conversion of $1,808 of debt.

On March 16, 2015, the Company issued 2,532,051 shares of restricted common stock valued at a fair value of $0.004 per share or $10,128 to Adar Bay, LLC upon conversion of $3,950 of debt. The conversion was at a discount to market value of the common stock.

On March 17, 2015, the Company issued 1,669,013 shares of restricted common stock valued at a fair value of $0.0032 per share or $5,341 to LG Capital LLC upon conversion of $2,453 of debt and accrued interest.

On March 18, 2015, the Company issued 2,660,256 shares of restricted common stock valued at a fair value of $0.004 per share or $10,641 to Adar Bay, LLC upon conversion of $4,150 of debt. The conversion was at a discount to market value of the common stock.

On March 23, 2015, the Company issued 1,807,000 shares of restricted common stock valued at a fair value of $0.0024 per share or $4,337 to JMJ Financial upon conversion of $2,078 of debt.

On March 23, 2015, the Company issued 3,100,000 shares of restricted common stock valued at a fair value of $0.0024 per share or $7,440 to Adar Bay, LLC upon conversion of $4,650 debt. The conversion was at a discount to market value of the common stock.

On March 25, 2015, the Company issued 2,974,430 shares of restricted common stock valued at a fair value of $0.0042 per share or $12,493 to LG Capital LLC upon conversion of $4,283 of debt and accrued interest.

On March 26, 2015, the Company issued 3,466,667 shares of restricted common stock valued at a fair value of $0.0038 per share or $13,173 to Adar Bay, LLC upon conversion of $5,200 of debt. The conversion was at a discount to market value of the common stock.

On March 30, 2015, the Company issued 3,033,333 shares of restricted common stock valued at a fair value of $0.0029 per share or $8,797 to Adar Bay, LLC upon conversion of $4,550 of debt. The conversion was at a discount to market value of the common stock.

On March 31, 2015, the Company issued 2,780,053 shares of restricted common stock valued at a fair value of $0.0026 per share or $7,228 to Adar Bay, LLC upon conversion of $4,170 of debt and accrued interest. The conversion was at a discount to market value of the common stock.

On April 14, 2015, the Company issued 3,958,000 shares of restricted common stock valued at a fair value of $0.0025 per share or $9,895 to JMJ Financial upon conversion of $3,166 of debt.

On April 15, 2015, the Company issued 3,923,747 shares of restricted common stock valued at a fair value of $0.0028 per share or 10,986 to LG Capital LLC upon conversion of $4,355 of debt and accrued interest.

On April 23, 2015, the Company issued 3,957,000 shares of restricted common stock valued at a fair value of $0.0023 per share or $9,101 to JMJ Financial upon conversion of $3,166 of debt.

On April 24, 2015, the Company issued 3,923,151 shares of restricted common stock valued at a fair value of $0.0033 per share or $12,946 to LG Capital LLC upon conversion of $3,884 of debt and accrued interest.

On May 5, 2015, the Company issued 3,925,458 shares of restricted common stock valued at a fair value of $0.0017 per share or $6,673 to LG Capital LLC upon conversion of $3,768 of debt and accrued interest.

On May 11, 2015, the Company issued 3,956,000 shares of restricted common stock valued at a fair value of $0.0024 per share or $9,494 to JMJ Financial upon conversion of $2,967 of debt.

On May 11, 2015, the Company issued 4,881,822 shares of restricted common stock valued at a fair value of $0.0024 per share or $11,716 to LG Capital LLC upon conversion of $4,687 of debt and accrued interest.

On May 15, 2015, the Company issued 5,380,000 shares of restricted common stock valued at a fair value of $0.0015 per share or $8,070 to JMJ Financial upon conversion of $3,766 of debt.

On May 28, 2015, the Company issued 5,375,000 shares of restricted common stock valued at a fair value of $0.0013 per share or $6,988 to JMJ Financial upon conversion of $2,956 of debt.

On June 3, 2015, the Company issued 5,379,000 shares of restricted common stock valued at a fair value of $0.0012 per share or $6,455 to JMJ Financial upon conversion of $2,690 of debt.

On June 4, 2015, the Company issued 5,866,316 shares of restricted common stock valued at a fair value of $0.0011 per share or $6,453 to LG Capital LLC upon conversion of $3,520 of debt and accrued interest.

On June 16, 2015, the Company issued 5,378,000 shares of restricted common stock valued at a fair value of $0.0010 per share or $5,378 to JMJ Financial upon conversion of $2,420 of debt.

On June 16, 2015, the Company issued 5,377,000 shares of restricted common stock valued at a fair value of $0.0010 per share or $5,377 to JMJ Financial upon conversion of $2,420 of debt.

On June 22, 2015, the Company issued 6,685,263 shares of restricted common stock valued at a fair value of $0.0012 per share or $8,022 to LG Capital LLC upon conversion of $3,811 of debt and accrued interest.

On June 30, 2015, the Company issued 7,289,947 shares of restricted common stock valued at a fair value of $0.0015 per share or $10,935 to LG Capital LLC upon conversion of $4,155 of debt and accrued interest.

On July 1, 2015, the Company issued 5,380,000 shares of restricted common stock valued at a fair value of $0.0015 per share or $8,070 to JMJ Financial upon conversion of $2,421 of debt.

On July 8, 2015, the Company issued 126,451,613 shares of restricted common stock valued at a fair value of $0.0019 per share or $240,258 to our Chief Executive Officer, Peter Smith, upon conversion of $98,000 of debt.

On July 8, 2015, the Company issued 126,451,613 shares of restricted common stock valued at a fair value of $0.0019 per share to or $240,258 our Chief Financial Officer, Enzo Taddei, upon conversion of $98,000 of debt.

On July 9, 2015, the Company issued 20,500,000 shares of restricted common stock valued at a fair value of $0.0026 per share or $53,300 to JMJ Financial upon conversion of $9,225 of debt and accrued interest.

On July 10, 2015, the Company issued 12,161,491 shares of restricted common stock valued at a fair value of $0.0039 per share or $47,430 to LG Capital LLC upon conversion of $6,932 of debt and accrued interest.

On July 16, 2015, the Company issued 8,649,175 shares of restricted common stock valued at a fair value of $0.004 per share or $34,597 to LG Capital LLC upon conversion of $4,930 of debt and accrued interest.

On July 22, 2015, the Company issued 20,550,000 shares of restricted common stock valued at a fair value of $0.0054 per share or $110,970 to JMJ Financial upon conversion of $9,248 of accrued interest.

On August 6, 2015, the Company issued 7,619,129 shares of restricted common stock valued at a fair value of $0.0049 per share or $37,334 to JMJ Financial upon conversion of $5,333 of accrued interest.

On August 27, 2015, the Company issued 86,248,481 shares of restricted common stock valued at a fair value of $0.0064 per share or $551,990 to our Chief Executive Officer, Peter Smith, upon conversion of $217,131 of debt and accrued interest.

On August 27, 2015, the Company issued 42,127,492 shares of restricted common stock valued at a fair value of $0.0064 per share or $269,616 to our Chief Executive Officer, Peter Smith, upon conversion of $106,056 of accrued salary.

On August 27, 2015, the Company issued 69,076,922 shares of restricted common stock valued at a fair value of $0.0064 per share or $442,092 to our Chief Financial Officer, Enzo Taddei, upon conversion of $173,901 of accrued salary.

On August 27, 2015, the Company issued 25,638,914 shares of restricted common stock valued at a fair value of $0.0064 per share or $164,089 to our Chief Financial Officer, Enzo Taddei, upon conversion of $64,546 of debt and accrued interest.

On August 27, 2015, the Company issued 46,951,070 shares of restricted common stock valued at a fair value of $0.0064 per share or $300,487 to our New Business Development Managing Director, Patrick V. Dolan, upon conversion of $118,199 of accrued salary.

On September 9, 2015, the Company issued 5,500,000 shares of restricted common stock valued at a fair value of $0.014 per share or $77,000 to Patrick Hobbs, upon conversion of $55,000 of accrued salary and commissions.

On September 9, 2015, the Company issued 2,890,554 shares of restricted common stock valued at a fair value of $0.014 per share or $40,468 to Michael Paul Duff, upon conversion of $42,202 of services provided to the Company.

On September 10, 2015, the Company issued 10,749,000 shares of restricted common stock valued at a fair value of $0.0127 per share or $136,512 to Colin Copeland, upon conversion of $79,000 of accrued salary.

On October 16, 2015, the Company issued 1,000,000 shares of restricted common stock valued at a fair value of $0.0419 per share or $41,900 to Charles Taylor, upon conversion of $40,000 of accrued salary.

On December 1, 2015, the Company issued 750,000 shares of restricted common stock valued at a fair value of $0.0233 per share or $17,475 to Moira Kelly, upon conversion of $30,000 of services provided to the Company.

On December 4, 2015, the Company issued 500,000 shares of restricted common stock valued at a fair value of $0.0233 per share or $11,650 to Proactive Capital Resources Group, upon conversion of $11,650 of services provided to the Company.

On December 4, 2015, the Company issued 892,790 shares of restricted common stock valued at a fair value of $0.0233 per share or $20,802 to Colin Copeland, upon conversion of $20,082 of accrued salary and expenses.

On December 10, 2015, the Company issued 1,500,000 shares of restricted common stock valued at a fair value of $0.0284 per share or $42,600 to Pilar Beatriz Tardon, upon conversion of $60,000 of services provided to the Company.

All of the foregoing stock was issued in reliance on the exemption from registration requirements of the 33 Act provided by Section 4.(a)(2) of the 33 Act and/or the exclusion from registration requirements of the 33 Act provided by Regulation S promulgated under the 33 Act.

ISSUER REPURCHASES OF EQUITY SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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 our financial statements and 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:

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.

For the years ended December 31, 2015 and 2014:

The Company had revenues amounting to $3,313,356 and $515,000, respectively, for the years ended December 31, 2015 and 2014.

The total revenue for the year ended December 31, 2015 amounted to $3,313,356. The breakdown of this amount was as follows:

The total revenue for the year ended December 31, 2014 amounted to $515,000. The breakdown of this amount was as follows: 

For the years ended December 31, 2015 and December 31, 2014, the Company had the following concentrations of revenues with customers:

The total operating expenditures amounted to $1,870,214 and $1,391,743, respectively, for the years ended December 31, 2015 and 2014, respectively. The following table sets forth the Company’s operating expenditure analysis for both years:

Total operating expenses increased by $478,471 as we had more legal and professional fees to pay on behalf of new clients during the year ended December 31, 2015. We accrued $184,656 as provision for potential damages due to the ongoing litigation in the Dubai Courts. We also had three more employees during the year ended December 31, 2015, which was the reason for an increase in salaries expense.

The net income / (loss) from operations for the years ended December 31, 2015 and 2014 was $1,443,142 and $(876,743), respectively.

The Company´s other income and (expenses) for the years ended December 31, 2015 and 2014 was $(1,195,708) and $(1,345,386), respectively.

Our total other income (expense) mainly include amounts related to convertible loan notes which were fully converted into our common stock during the year ended December 31, 2015. These note conversions caused an increase in amortization of debt discount and loss on conversion of notes. Loss on derivative liabilities also increased due to the change in fair values of the derivative liabilities at each conversion and reporting date. There was also a gain on debt extinguishment of other liabilities and gain on settlement of liabilities. Gain on debt extinguishment of other liabilities included extinguishment of stock payable balance amounting to $82,850 and $34,071 related to balances written back that company owed to different static creditors from a long time. Gain on settlement of debt included write back of excess amount of accrued interest and monitoring fee payable relating to Eden loan as per the new arrangement between the lender (Eden) and the Company. The interest expense decreased because we paid back loans in cash and all of the convertible notes were converted into common stock of the Company during the year ended December 31, 2015. Bad debt expense consisted of static receivable balances from three parties, which were deemed uncollectible, hence written off during the year ended December 31, 2015.

The net income / (loss) for the years ended December 31, 2015 and 2014 amounted to $247,434 and $(2,222,129), respectively.

The Company´s Comprehensive income / (loss) for the years ended December 31, 2015 and 2014 amounted to $246,389 and $(2,221,084), respectively.

At December 31, 2015 and December 31, 2014, the Company had 776,165,973 and 36,271,148 shares issued and outstanding, respectively, the weighted average number of common shares outstanding was 373,102,366 and 32,487,859 shares, respectively, hence, the earnings / (loss) per share at December 31, 2015 and 2014 was $0.001 and $(0.07), respectively.

BUSINESS DEVELOPMENT

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2015

At the beginning of 2015, we already had contracts with 8 companies. During 2015, we gained the following eight new clients:

1) Advanced Imaging Projects LLC.

Advanced Imaging Projects LLC. (“AIP”) based in Florida is a clinical stage specialty biopharmaceutical company that develops medicines for prevention, diagnosis and treatment of rare diseases in oncology, neurology and infectious diseases. Its mission is to make a meaningful difference to those impacted by maladies for which there are limited or no curative options. The company has an industry-leading pipeline of promising new drugs that have the potential to treat Parkinson’s disease, Tuberculosis and Cancer. These products make fundamental contributions to medical progress and form an integral part of the companion diagnostic, individualized immunotherapy and orphan drug arsenal; among the fastest growing and most successful segments in the pharmaceutical sector.

We have contracted to provide AIP with the following services:

AIP agreed to pay us a 5% cash success fee on any capital funding raised and a further 8% success equity fee based on AIP’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

2) Energy Equity Resources (Norway) Limited.

Energy Equity Resources (Norway) Limited (“EER”) is an oil and gas company that is focused on the acquisition and development of concessions in proven hydrocarbon provinces in Nigeria.

We have contracted to provide EER with the following services:

EER agreed to pay us a $30,000 cash fee and also a 1.5% cash success fee on any capital funding raised and a further 2.5% success equity fee based on EER’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

3) Hoqool Petroleum.

Hoqool Petroleum (“HOQ”) is an independent oil and gas exploration and production company, incorporated in the Kingdom of Bahrain. Hoqool is an Arabic word that means fields and particularly oil and gas fields. Hoqool was established in 2010. The founders combine vast and deeply rooted leaders who are experienced, knowledgeable and well recognized, both locally and internationally, covering the upstream sector of the oil and gas with more than 175 years of experience.

We have contracted to provide HOQ with the following services:

HOQ agreed to pay us a 1.5% cash success fee on any capital funding raised and a further 10% success equity fee based on HOQ’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

4) INSCX Exchange (Central Clearing) Limited.

INSCX Exchange (Central Clearing) Limited. (“INSCX”) is the world’s first Nano-technology commodities exchange for the guaranteed physical delivery of Nano-Tech and other specialist materials, such as Polymers, Base Oils and Titanium Dioxide, more traditional materials where the exchange offers the only physical delivery hedging tool for producers and end users. INSCX offers the only global track and trade reporting system for engineered nanomaterials. The Exchange offers a highly effective, secure, regulatory and compliant framework for the emerging Nano-Tech industry. Commissioned by Lloyds (Bank) of London in 2010, INSCX is proving pivotal to enabling insurers to engage fully with upstream and downstream interest in this broad suite of materials.

We have contracted to provide INSCX with the following services:

INSCX agreed to pay us a $60,000 non-refundable cash fee and also a 5% cash success fee on any capital funding raised and a further 3% success equity fee based on INSCX’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

5) International FIM SRL.

International FIM SRL is a reputable Italian automotive parts manufacturer based in Bergamo (Milan, Italy). The company has a 17,000 square meter (153,000 square feet) factory located in Bergamo (Milan, Italy) just 100 miles north of Maranello (Modena) where Ferrari has its headquarters and employs over 180 people that manufacture automotive parts such as engine covers, front grills, wheel caps, emblems for the front hood, decorative emblems, airbag emblems, door emblems, instrument panels and chrome parts for the interior and exterior of cars along with many more items. The Company, previous called Lupini Targhe SPA, has been in operations since the 1960´s and has an impressive client list that varies from luxury brand names such as Lamborghini, Ferrari, Maserati, Porsche and Bentley to more common brand names such as General Motors, Ford, Alfa Romeo, Jaguar, Land Rover, BMW, Volkswagen, Fiat (Abarth), Audi, Skoda and many more.

We have contracted to provide FIM with the following services:

FIM agreed to pay us a 10% cash success fee on any capital funding raised and a further 10% success equity fee based on International FIM SRL’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.

6) Primesite Developments Limited.

Primesite Developments Limited and its subsidiaries (“PS”), is a commercial and residential property development group based in the North West of England (United Kingdom).

We have contracted to provide PS with the following services:

PS agreed to pay us a $300,000 cash fee and also a 5% equity fee. To date, PS has paid us $150,000 and has issued us 5,606,521 common shares and a further 450,000 Series “A” preferred shares.

7) Quartal Financial Solutions AG.

Quartal Financial Solutions AG (“QFS”) a Zurich - Switzerland based Financial Technology Company. QFS is a market leading Financial Technology software company providing specialized financial solutions to the global financial and insurance industry. Their suite of products focus on complex fee billing, revenue, commission, expense management and sophisticated high end reporting for global asset managers, banks, brokers, custodians, fund administrators, insurance companies, transfer agents and capital market firms.

We have contracted to provide QFS with the following services:

QFS agreed to pay us a $300,000 cash fee. QFS also agreed to pay us a 5% equity fee and a further 3% cash success fee based on the capital funding QFS raises. To date, QFS has paid us $150,000 and has issued us 5% of QFS’ issued and outstanding shares.

8) TAM Mining Limited.

TAM Mining Limited is a North East African natural resources company.

We have contracted to provide TAM with the following services:

TAM agreed to pay us a $60,000 non-refundable cash fee.

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2014

At the beginning of 2014, we already had contracts with five companies. During 2014, we gained the following 8 new clients:

1) ATC Enterprises DMCC

ATC Enterprises DMCC (“ATC”) is a Dubai based company that has an innovative way to buy and sell diamonds. ATC DMCC is working with the Dubai Diamond Exchange to establish regular sales and tenders of rough cut diamonds in Dubai. The first of these was in January 2005. ATC have an extensive list of buyers from the UAE, Bombay, Surat, Ahmedabad, New York, Antwerp and the Far East, giving suppliers access to reliable and legitimate buyers throughout the world as well as the chance to trade in the unique and innovative environment in Dubai.

We have contracted to provide ATC with the following services:

ATC agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

2) Authenta Trade Inc.

Authenta Trade Inc. (“Authenta”) is a Canadian company based in Calgary, Canada with offices in Singapore and Cyprus. Authenta is in the business of developing a high security digital currency exchange. Authenta was formed specifically to address security concerns in the market place, is currently developing software that will tighten security to new levels and will also bring technology to the marketplace in order to make transacting in digital currencies such as Bitcoin, much simpler.

We have contracted to provide Authenta with the following services:

Authenta agreed to pay us $60,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

3) Duo World Inc.

Duo World Inc. (“DUO”) a Nevada corporation, is a software company with subsidiaries in Sri Lanka, India and Singapore. DUO is an information technology and software solutions company, focused on bringing value to its clients through every customer interaction. DUO’s business model allows it to deliver consistent, quality service, at a scale and in the geographies that meet its clients’ business needs. They leverage their breadth and depth of capabilities to help companies create quality customer experiences across multiple channels, while increasing revenue and reducing their cost to serve their customers.

We have contracted to provide DUO with the following services:

DUO agreed to pay us $250,000 and to date we have been paid $170,000. In addition, we have agreed that we will receive a 10% equity stake in DUO upon its initial public offering.

4) Medinas Holdings BV

Medinas Holdings BV (“Medinas”) is a Netherlands company with subsidiaries in the Netherlands and also in the U.S. that is the sole proprietor and holder of an FDA approved cure for peritoneal cancer.

We have contracted to provide Medinas with the following services:

Medinas agreed to pay us $465,000 and to date we have been paid $230,000. In addition, we have agreed that we will receive a 5% to 7% (depending on certain agreed upon milestones) equity stake in Medinas upon its initial public offering.

5) Precious Cells International Limited

Precious Cells International Limited (“Precious”) a U.K. company, is based in London. Precious is a medical technology company founded in 2009, with a key focus on the development of clinical technologies in the innovation of adult stem cells, cord blood stem cells and regenerative medicine (RM). Regenerative medicine consists of innovative medical therapies that will enable the body to repair, replace, restore and regenerate damaged or diseased cells, tissues and organs. These therapies are targeting the repair of damaged heart muscle following heart attacks, replacement of skin for burns victims, restoration of movement after spinal cord injury, regeneration of pancreatic tissue for insulin production in diabetics and provide new treatments for Parkinson’s and Alzheimer’s disease.

We have contracted to provide Precious with the following services:

Precious agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a separate agreement.

6) Unii Limited

Unii Limited (“Unii”) is a U.K. based company and sole proprietor of the social media application “Fling – Message the World” that can be found in the Google Play Store and in Apple´s App Store and has grown virally to more than 3 million users at the date of this filing.

We have contracted to provide Unii with the following services:

Unii agreed to pay us $60,000 for this initial ground work. Then in February of 2015, Unii agreed to a new contract whereby our Company would assist with a listing of their shares on a recognized exchange. The first part of this new agreement, $385,000, was paid to our Company in 2015.

7) VT Hydrocarbon Holdings (Pte.) Ltd.

VT Hydrocarbon Holdings (Pte.) Ltd (“VTH”) is a Singapore based company whose ground operations are based in the Aqaba Special Economic Zone in Aqaba, Jordan. VTH is looking to acquire, operate, manage and build hydrocarbon storage farms in Aqaba and expand to repeat the formula in other parts of the world. VTH´s main business focus will be to provide Liquid Petroleum Gas storage as well as other wet fuel facilities.

We have contracted to provide VTH with the following services:

VTH agreed to pay us $20,000 for the initial ground work and a success fee for any funds that the company raises as a result of our introductions, of 1% (Cash fee) and 1.5% (equity fee). A possible listing on a recognized stock exchange and a possible larger equity fee will be subject to a separate agreement.

8) Your MD AS

Your MD AS (“Your MD”) is a Norwegian based company and sole proprietor of the medical diagnostic application “Your MD” that can be found in the Google Play Store and in Apple´s App Store. This service brings healthcare advice to those in areas where primary healthcare is needed most; whether that’s due to large expense, poor access, and poor quality primary health or for those who are unable to travel. Your MD is primarily focused on emerging markets.

We have contracted to provide Your MD with the following services:

Your MD agreed to pay us $25,000 for this initial groundwork. A possible listing on a recognized stock exchange will be subject to a separate agreement.

In 2014, our client Direct Security Integration Inc., decided not to pursue a listing of its stock on a recognized Stock Exchange.

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 a net income from operations of $1,443,142, a total Other Income (Expenses) amounting to $(1,195,708) and net income of $247,434 for the year ended December 31, 2015.

The Company had $42,163 in cash; net cash used in operations of $74,150 for the year ended December 31, 2015; and a working capital deficit of $2,147,109 and stockholders´ equity of $523,443 as of December 31, 2015. 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:

Whilst the Company´s current engagements are being consummated and executed, management may decide to raise further interim funding on a non-convertible basis.

The Company´s deferred revenue, $839,130 at December 31, 2015, 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.

The Company may also need to borrow funds with certain related parties, such as management, to sustain the Company’s existence.

Also, in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible.

It is important to note that the two largest debts stated on our current liabilities are non-collateralized and non-convertible loans and any monies owed to management can be forgiven, if necessary.

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.

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:

FUTURE PLANS

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

To date we have 15 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange or seeking funding for acquisition and growth:

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

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

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.

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.

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

Within the next 12 months, we plan to open an office on the east coast of the USA in order to substantially expand our network of introducers to new business and also professionals and consultants.

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

Commencing initially with one member we will start to develop a proprietary program allowing us to easily monitor a client’s development status and work in progress. We will also use this tool to manage our pipeline of clients and therefore it will become vital in our cash flow forecasting.

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.

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.

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.

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

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements and supplementary data may be found beginning at page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. 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 as of the period covered by this report.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision and with the participation of our principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s report in this Annual Report. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this report based on that criteria.

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.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. OFFICERS AND DIRECTORS

Our two directors will serve until their two successors are elected and qualified. Our officers are elected by the board of directors to a term of one year and serve until their successor is duly elected and qualified, or until they are removed from office. Our board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our officers, directors and key employees are set forth below:

The persons named above were elected to hold their offices until the next annual meeting of our stockholders.

CHARLES TAYLOR – CHAIRMAN OF THE BOARD OF DIRECTORS

Charles Taylor has served as the Chairman of the Board of Director of Global Equity International Inc. since October 7, 2015. Previously, he acted in an advisory role to a number of major investment banking houses, including Lehman Brothers and Goldman Sachs, analyzing investment portfolio strengths and strategies. He acted in an advisory capacity directly to Goldman Sachs and reviewed their investment portfolios for specific business improvement candidates. He then went on to lead teams in the “Turnarounds” of those targets.

In addition, he has led management consulting assignment teams in numerous industries. He has served as Vice-Chairman of the Board of a Telecom Italia subsidiary, Chairman of Amdahl Italia (an IT firm headquartered in Rome, Italy) and DMR Italia (a subsidiary of Fujitsu), CFO and Director of Monte Carlo Sat (a Monaco-based television operator), EVP and CFO of GBTIMES, Ltd (a Chinese Government owned EU media company) and founder and Chairman of the Board of Telos - a US-based renewable energy company.

In addition to these Board seats, Charles held an executive position as CFO of AT&T International, where he developed and managed operating budgets in 52 different countries, and as CFO of a $3 billion consumer products division of a major telecommunications company.

He has lectured at Thunderbird University, Bocconi University in Milan and Scuola Superiore Sant’ Anna in Pisa, Italy on IT Strategy, Technology Convergence and “The Global Village” – a course designed for business leaders seeking to extend operations into additional countries.

He received an undergraduate degree in economics from Fenn University, attended graduate marketing studies at Columbia University and attended additional graduate courses in economics and business at Wharton and Stanford.

PETER JAMES SMITH - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. Smith has served as the President, Chief Executive Officer and Director of Global Equity Partners, PLC, our now wholly-owned subsidiary, since its formation on September 2, 2009. Mr. Smith has also served as the President, Chief Executive Officer and Director of the Company since December 31, 2010. Between June 1, 2006, and September 2, 2009, when he formed Global Equity Partners Plc., Mr. Smith was not employed and spent his time researching the market for the consulting business in which Global Equity Partners, PLC would be engaged. In 1993, he created an international financial services company in the Middle East and Asia, named Belgravia Financial Management, and served as the Chief Executive Officer of that firm until he resigned in May 2006. Between 1993 and May 2005, he built Belgravia Financial Management to 23 global offices, 5 country licenses, a Company with $2.2 billion under financial management. Belgravia Financial Management merged with Intervest SL and became Belgravia Intervest Group Limited. Belgravia Intervest Group Limited subsequently merged with Tally Ho Ventures, Inc. (TLYH.OB) on May 12, 2005. In 2006, Mr. Smith resigned from his position as Chief Executive Officer of Tally Ho Ventures, Inc. Tally Ho Ventures, Inc. subsequently changed its name to Premier Wealth Management, Inc. on September 26, 2007. Mr. Smith first qualified as a stockbroker in London in 1986 with Rensburg and Co. where he became both a registered equity trader and registered representative of the firm that is a UK registered, full service stockbroker trading equities, options, warrants, gilts and bonds. He also spent 12 months within that firm covering the back office facilities of a brokerage house including sales, purchase, rights, dividends and new issues. He then moved on to the London Traded Options Market where he passed his LTOM open outcry examinations to become an options trader for a subsidiary of ABN Amro bank called International Clearing Services (ICS). As an Options trader, his job was to trade options on behalf of all the firm’s clients and to hedge the positions of the market makers the firm cleared for in the equity market. As the sole dual qualified broker for ICS, he was constantly trading in either equities or options, either by open outcry or screen dealing on the London Stock Exchange Floor on Threadneedle Street.

ENZO TADDEI - CHIEF FINANCIAL OFFICER, SECRETARY AND DIRECTOR

Mr. Taddei was appointed as our Chief Financial Officer and a member of our Board of Directors on September 1, 2011. From November 2010 until December 8, 2011, when he resigned from such offices, Mr. Taddei was a member of the Board of Directors and part-time Chief Financial Officer of Networking Partners, Inc., a social networking company, now known as Sonant Systems Inc. Mr. Taddei resigned from such offices in order to devote more time and effort to our Company. However, Mr. Taddei is currently the Chief Executive Officer and sole Director of Sonant Systems, Inc. From March 2007 until May 2009, Mr. Taddei served as Chief Financial Officer of Dolphin Digital Media (a company engaged in social networking). From August 2006 until March 2007, Mr. Taddei served as Chief Financial Officer of Plays on the Net Plc. (an E-Commerce firm). From July 1999 until August 2006, Mr. Taddei served as director and partner of Adesso Res Asesores (an accounting firm). In addition to being an accountant and tax consultant by profession, Mr. Taddei is proficient in three languages: English, Spanish and Italian. He obtained a Degree in Economics from EADE University in Malaga (Spain) in 1998 and also a Bachelor in Business Administration (BBA) from the University of Wales in 1996. He also holds a “Masters Degree” in Spanish and International Taxation granted to him by EADE University in Malaga (Spain) in 2000.

PATRICK V. DOLAN – NEW BUSINESS DEVELOPMENT MANAGING DIRECTOR AND DIRECTOR

As a senior figure from the software and technology industries with over 20 years’ experience, Mr. Dolan has successfully held numerous senior management positions within large and small enterprises in the U.S., Asia Pacific and in Europe. Often hand selected and recruited, Patrick has proven himself as the right person to correct the issues that typically prevent the success of many companies today. Patrick’s “Make it Work” approach, which has included providing the right amount of capital at the right time, building a focused and dedicated sales force, as well as infrastructure and restructuring changes, has made him standout as one of the best company restructuring professionals in recent times. Patrick possesses expertise and extensive knowledge in managing large global operations, which include such companies as Standard & Poors, Dow Jones, Citibank, State Street and, more recently, Merchant Capital. His overachievements while with Merchant Capital not only produced a tremendous amount of new clientele, but it also allowed him the privilege of being introduced to a broader range of companies and professionals who came to him seeking professional assistance. Utilizing his broad range of business expertise, Patrick often placed himself in the middle of these situations and successfully produced the changes that were necessary to achieve the company’s growth objectives. In the last 12 years, he has also worked within the technology and software sectors with small to medium sized companies, while expanding their operations and increasing revenues as part of their executive teams. Patrick has also worked closely with numerous Private Equity and Venture Capital Firms in Europe and the U.S., principally as an executive retained and placed within companies who were part of their investment portfolios. Patrick brings a wealth of experience from both an operational and capital raising perspective and has significant contacts across the financial markets.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Except as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of the Company:

ABSENCE OF INDEPENDENT DIRECTORS

We do not have any independent directors and are unlikely to be able to recruit and retain any independent directors due to our small size and limited financial resources.

DIRECTOR QUALIFICATIONS

We do not have a formal policy regarding director qualifications. In the opinion of Peter J. Smith, our President and majority shareholder, Messrs. Dolan, Taddei and he have sufficient business experience and integrity to carry out the Company’s plan of operations. Messrs. Dolan, Smith and Taddei recognize that the Company will have to rely on professional advisors, such as attorneys and accountants with public company experience to assist with compliance with Exchange Act reporting and corporate governance matters.

DIRECTORSHIPS

None.

AUDIT COMMITTEE FINANCIAL EXPERT

Although we have not established an Audit Committee, the functions of the Audit Committee are currently carried out by our Board of Directors.

FAMILY RELATIONSHIPS

There are no family relationships between or among or officers and directors.

CODE OF BUSINESS CONDUCT AND ETHICS

On September 2, 2011, we adopted a Code of Business Conduct and Ethics applicable to our officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and any other persons performing similar functions. Our Code of Business Conduct and Ethics was designed to deter wrongdoing and promote honest and ethical conduct, full, fair and accurate disclosure, compliance with laws, prompt internal reporting and accountability to adherence to our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is posted on our website at http://www.globalequityincusa.com/ in the “Governance” section. We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Business Conduct and Ethics in the “Governance” section of our website.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the aggregate compensation paid by the Company and/or its subsidiary, Global Equity Partners Plc., to our executive officers and directors of the Company for services rendered during the periods indicated.

SUMMARY COMPENSATION TABLE