ARGENTUM 47, INC. - Quarter Report: 2015 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2015

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

FOR THE TRANSITION FROM __________ TO __________.

Commission File Number: 0-54557

GLOBAL EQUITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, UAE
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number: +971 (0) 42767576

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2015, there were 107,847,203 outstanding shares of the Registrant’s Common Stock, $.001 par value.

INDEX

	Page

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements	3

Notes to Financial Statements (Unaudited)	F-4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3. Quantitative and Qualitative Disclosures about Market Risk	10

Item 4. Controls and Procedures	10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.	11

Item 1A. Risk Factors	11

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3. Defaults Upon Senior Securities	13

Item 4. Mine Safety Disclosure	13

Item 5. Other Information	13

Item 6. Exhibits	13

SIGNATURES	15

PART I – FINANCIAL INFORMATIONs

Item 1. Financial Statements.

Global Equity International, Inc. and Subsidiaries

Consolidated Financial Statements

March 31, 2015

(Unaudited)

CONTENTS

		Page(s)

Consolidated Balance Sheets – March 31, 2015 (unaudited) and December 31, 2014		F-1

Consolidated Statements of Operations for the three months ended March 31, 2015 and March 31, 2014 (unaudited)		F-2

Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and March 31, 2014 (unaudited)		F-3

Notes to Consolidated Financial Statements (unaudited)		F-4

Global Equity International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	March 31, 2015			December 31, 2014
Assets

Current Assets
Cash	$	1,979		$	19,026
Accounts receivable		2,520			2,520
Prepaids		46,778			6,248
Other current assets		8,048			9,481
Loans receivable		10,825			10,825
Total current assets		70,150			48,100

Investment, cost		3,000			3,000

Fixed assets, net		28,582			30,224

Total assets	$	101,732		$	81,324

Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued liabilities	$	196,025		$	114,191
Accounts payable - related parties		341,495			360,984
Deferred revenue		922,015			462,015
Loans payable - related parties		58,595			58,595
Accrued interest		700,555			657,918
Loans payable		533,244			440,018
Converitble notes payable - net of unamortized discount of $22,422 and $87,064, respectively		45,839			79,936
Derivative liability on notes payable		126,152			301,937
Total current liabilities		2,923,920			2,475,594

Long term liabilities
Convertible loan payable - related party - net of unamortized discount of $202,060 and $268,189 respectively		99,929			33,800
Derivative liability - related party notes		480,622			393,510
Total long term liabilities		580,551			427,310

Redeemable Series A, Convertible Preferred Stock: 5,000,000 shares authorized and 1,983,332and 5,000,000 shares issued and outstanding, respectively, $0.001 par value (redemption amount $480,000) (liquidation preference of $0)		1,020,000			1,020,000


Stockholders’ Deficit

Common stock: 500,000,000 shares authorized; $0.001 par value 79,322,025 and 36,271,148 shares issued and outstanding, respectively.		79,323			36,271
Additional paid in capital		3,645,558			3,472,904
Stock payable		82,850			82,850
Accumulated deficit		(8,230,470	)		(7,434,650	)
Other comprehensive gain		-			1,045
Total stockholders’ deficit		(4,422,739	)		(3,841,580	)

Total liabilities, redeemable preferred stock & stockholders’ deficit	$	101,732		$	81,324

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

F-1

Global Equity International, Inc. and Subsidiaries

Consolidated Statement of Operations

(Unaudited)

	For the three months ended,
	March 31, 2015			March 31, 2014
				(Restated)

Revenue	$	15,000		$	106,000

General and administrative expenses		84,235			53,265
Salaries		269,901			164,935
Professional services		115,704			36,767
Depreciation		2,752			471
Total operating expenses		472,592			255,438

Net loss from operations		(457,592	)		(149,438	)

Other income (expense):
Interest expense		(57,625	)		(158,196	)
Finance Charges		(93,226	)		-
Amortization of debt discount		(130,772	)		(5,489	)
Loss on derivative liability		(92,856	)		-
Gain on conversion of notes		36,073			-
Exchange rate loss		178			-
Total income (expense)		(338,228	)		(163,685	)

Net loss	$	(795,820	)	$	(313,123	)

Weighted average number of common shares outstanding - basic		48,357,432			31,090,179

Net loss per common share - basic	$	(0.02	)	$	(0.01	)

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

F-2

Global Equity International, Inc. and Subsidiaries

Consolidated Statement of Cash Flows

(Unaudited)

	For the three months ended,
	March 31, 2015			March 31, 2014
				(Restated)

Cash flows from operating activities
Net loss	$	(795,820	)	$	(313,123	)


Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation		2,752			471
Gain on conversion of notes		(36,073	)		-
Loss on derivate liability - Notes payable		92,856			-
Amortization of debt discount		130,772			5,489
Finance Charges		93,226			-

Changes in operating assets and liabilities:
Prepaids		(40,529	)		19,830
Accrued interest		57,625			158,197
Accounts payable and accrued liabilities		81,834			10,376
Accounts payable - related parties		(19,487	)		100,932
Deferred revenue		460,000			(31,000	)
Other current assets		1,433			-

Net cash provided by (used in) operating activities:		28,589			(48,828	)

Cash Flows used in investing activities:
Office furniture and equiment, net		(1,109	)		-

Net cash used in investing activities		(1,109	)		-

Cash flows from financing activities:
Repayment of notes payable		(43,482	)		-

Net cash used by (provided by) financing activities		(43,482	)		-

Net decrease in cash		(16,002	)		(48,828	)

Effect of Exchange Rates on Cash		(1,045	)		-

Cash at Beginning of Period		19,026			48,856

Cash at End of Period	$	1,979		$	28

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-

Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Notes payable and interest converted into shares	$	70,247		$	20,690
Debt discount recorded on notes payable	$	-		$	61,489
Accounts payable settled in shares	$	-		$	8,250

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

F-3

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Note 1 - Basis of Presentation

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

The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the periods ended December 31, 2014 and 2013. The interim results for the three months ended March 31, 2015 are not necessarily indicative of results for the full fiscal year.

Note 2 - Nature of Operations

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

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

Note 3 - Going Concern

As reflected in the accompanying financial statements, the Company had a loss of $795,820 for three months ended March 31, 2015, net cash provided by operations of $28,589 for the three months ended March 31, 2015; working capital deficit of $2,853,770 and stockholders´ deficit of $4,422,739 as of March 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

The Company expects to use its working capital to implement a marketing program to increase awareness of its business model, which includes, but is not limited to, acquisition of private companies, with the intention of taking those companies public in the United States and possibly dual listing those entities abroad. In the event that operating cash flows are slowed or nonexistent, the Company plans to reduce its overhead wherever possible.

Depending upon market conditions, the Company may not be successful in raising sufficient additional capital to achieve its business objectives. In such event, the business, prospects, financial condition, and results of operations could be materially adversely affected, hence there is substantial doubt about the Company’s ability to continue as a going concern.

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

F-4

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Note 4 - Summary of Significant Accounting Policies

Principles of Consolidation

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

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non confirming events. Accordingly, the actual results could differ from those estimates.

Risks and Uncertainties

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

Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and at December 31, 2014, respectively; the Company had no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

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

Foreign currency policy

The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: All foreign currency transactions will be translated into United States dollars “$” and/or “USD” as the reporting currency. Assets and liabilities will be translated at the exchange rate in effect at the balance sheet date. Revenues and expenses will be translated at the average rate of exchange prevailing during the reporting period. Equity transactions will be translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period will be included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions will be included in the statement of operations and comprehensive loss as other income (expense).

For the three months ended March 31, 2015 and for the year ended December 31, 2014, our functional and operational currency was the US Dollar.

F-5

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Marketable Securities

(A) Classification of Securities

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

All securities held at March 31, 2015 and December 31, 2014, respectively, were designated as available for sale. Any un-realized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) will be computed on a specific identification basis and will be reflected in the statement of operations.

Cost Method Investment

At March 31, 2013, the Company had investment in securities of two different Companies, having a cost of $163,000 that was treated as a cost method investment. The value of the cost method investment pertains to the receipt of 9.2% of the common stock in a private company in which the best evidence of value was the services rendered and a further 9.86% of the common stock in another private company in which the best evidence of value was the services rendered.

At June 30, 2013, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments: hence the Company impaired $160,000 of the investments.

At June 30, 2013, the Company received 2,000,000 shares from a private company and client having a cost of $2,000 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of 8.55% of the common stock in a private company in which the best evidence of value was the services rendered.

At December 31, 2014, there were identifiable events or changes in circumstances that had a significant adverse effect on the value of one of the investments hence the Company impaired $2,000 of the investments.

Equity investment in companies is accounted for under the cost method as the equity investments do not have readily determinable fair values. As per ASC codification 320 “Certain Investments in Debt and Equity Securities”, non-marketable equity securities that do not have a readily determinable fair value are not required to be accounted for under the equity method and are typically carried at cost.

(B) Other than Temporary Impairment

The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded as permanent impairment loss on available for sale marketable securities of Nil and $2,000 as of March 31, 2015 and December 31, 2014, respectively.

F-6

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Fixed Assets

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

		03/31/2015			12/31/2014
Furniture and Equipment	$	37,204		$	36,095
Accumulated depreciation	$	(8,622	)	$	(5,871	)

Net fixed assets	$	28,582		$	30,224

Depreciation expense for the three months ended March 31, 2015 and March 31, 2014, was $2,752 and $471, respectively.

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.

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

Debt issue costs and debt discount

The Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Original issue discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Valuation of Derivative Instruments

ASC 815-40 (formerly SFAS No. 133 “Accounting for derivative instruments and hedging activities”), requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and in accordance with ASC 815-40-15 (formerly EITF 00-19 “Accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock”) to determine whether they should be considered a derivative liability and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula and present value pricing. At March 31, 2015, the Company adjusted its derivative liability to its fair value, and reflected the change in fair value, in its consolidated statement of operations and comprehensive loss.

F-7

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Revenue Recognition

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

For the quarters ended March 31, 2015 and March 31, 2014, the Company received cash only as consideration for services rendered.

At March 31, 2015 and December 31, 2014, the Company had the following concentrations of accounts receivables with customers:

Customer	March 31, 2015	December 31, 2014

ACI	100,00%	100.00%

For the three months ended March 31, 2015 and March 31, 2014, the Company had the following concentrations of revenues with customers:

Customer	March 31, 2015		March 31, 2014

YMD	0	%	16	%
MHB	0	%	16	%
IOA	0	%	16	%
SAC	100	%	30	%
DSI	0	%	20	%
	*100*	%	*100*	%

The Company currently holds the following equity securities in private and also reporting companies:

Company	No. Shares		Status
M1 Lux AG		2,000,000	Private Company
Monkey Rock Group Inc.		1,500,000	Reporting Company – OTC
Voz Mobile Cloud Limited		3,200,000	Private Company
Arrow Cars International Inc.		3,000,000	Reporting Company – OTC
Direct Security Integration Inc.		400,000	Private Company

		10,100,000

Deferred Revenue

Deferred revenue represents fees that have been received by the Company for requested services that have not been substantially completed. During the three months ended March 31, 2015 the Company received $475,000 from 3 clients for services to be rendered during the years 2015 and 2016. At March 31, 2015, the Company recognized $15,000 of deferred revenue as revenue; leaving the deferred revenue balance of $922,015 (which includes $462,015 of deferred revenue received during the years ended 2013 and 2014.)

F-8

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Share-based payments

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

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

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

	●	The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant.

	●	The expected term was developed by management estimate.

	●	The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future.

	●	The expected volatility is based on management estimates regarding private company stock, where future trading of stock in a public market is expected to be highly volatile.

	●	The forfeiture rate is based on historical experience.

Earnings per Share

Basic earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has no common stock equivalents, which, if exercisable, would be dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Fair Value of Financial Assets and Liabilities

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

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

	●	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	●	Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

F-9

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

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

The Company has assets and liabilities measured at fair market value on a recurring basis. Consequently, the Company had gains and losses reported in the statement of operations.

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2015 and December 31, 2014, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

	March 31, 2015			December 31, 2014

Level 1 – Cash	$	1,979		$	19,026
Level 2 – Marketable Securities		-			-
Level 3 – Non-Marketable Securities		3,000			3,000
Level 3 – Derivative liability		(606,774	)		(695,447	)

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

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

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

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

	●	the length of time and extent to which market value has been less than cost;

	●	the financial condition and near-term prospects of the issuer; and

	●	the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

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

F-10

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Changes in Level 3 assets measured at fair value, for three months ended March 31, 2015 and the year ended December 31, 2014, were as follows:

Balance, December 31, 2014	$	3,000
Realized and unrealized gains (losses)		-
Purchases, sales and settlements		-
Impairment loss		-
Balance, March 31, 2015	$	3,000

Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the three months ended March 31, 2015.

Balance, December 31, 2014	$	(695,447	)
Additions to derivative instruments		-
Change in fair value of derivative instruments		88,673
Balance, March 31, 2015	$	(606,774	)

Loans to Third Parties

On March 22, 2013 the Company granted a loan to Dreamscapes Properties International Inc. The principal amount lent was $6,000, the agreed interest rate was 5% per annum and finally, the loan would have to be repaid no later than one year from the date that the loan was granted. This loan is currently in default. The Company plans to speak to Dreamscapes Properties International Inc. with a view to discuss a payment plan over the next 6 months.

In October 2014, the Company granted a loan to another third party. The principal amount lent was $4,825. It was agreed that no interest would be paid and that the loan would have to be repaid no later than one year from the date that the loan was granted.

Recent Accounting Pronouncements

There are no new accounting pronouncements that have any impact on the Company’s financial statements.

Note 5 - Debt

(A) Accounts payable – related parties

The following table represents the accounts payable to related parties as of March 31, 2015 and December 31, 2014, respectively:

		3/31/2015		12/31/2014
Salaries	$	328,769	$	353,913
Expenses		12,726		7,071
	$	341,495	$	360,984

F-11

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

As discussed in note No. 5(C), the Company converted $301,989 of related party accounts payable into a convertible loan during the year ended December 31, 2013.

(B) Related Party – short term loans payable

The Company received loans from related parties. The loans are non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of March 31, 2015 and as of December 31, 2014, respectively:

Loans payable – related party – December 31, 2014	$	58,595
Proceeds from loans		-
Repayments		-
Loans payable – related party – March 31, 2015	$	58,595

(C) Related party – long term convertible note

The Company has accrued salary to the officers and directors of the Company based on the terms of the employment agreements entered into with each officer. As at December 31, 2013, $209,475 was due to the Chief Executive Officer and $115,000 was due to the Chief Financial Officer. During the quarter ended March 31, 2013, the Company converted these amounts to Convertible Loans Payable. These amounts have a term of two years and are repayable on demand and will accrue interest at 10% on the loan period. The agreements also give an option to the officers of the Company to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share.

On November 15, 2014, the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial notes to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to these notes.

During the quarter ending on March 31, 2015, a total interest of $7,550 was accrued and a total of $66,129 debt discount was amortized leaving an unamortized balance of $202,060. The fair value of derivative liability as on March 31, 2015 is recorded at $480,622, thereby recognizing a net loss on derivative liability for the quarter ending on March 31, 2015 of $87,112.

The principal balance outstanding of the loan payable account (net of unamortized debt discount of $202,060) as at March 31, 2015 is $99,929.

(D) Notes payable

On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) with the understanding that the Company will issue 10,000 common restricted shares, issued to the lender on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 common restricted shares and for this the lender agreed to a five month extension. This stock compensation was issued to the lender also on December 12, 2013. This loan is currently in default. Total accrued interest as at December 31, 2014 is $106,196.

F-12

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Loan granted in 2013	$	120,420

Interest accrued in 2013		56,196

Balance at December 31, 2013	$	176,616

Interest accrued in 2014		50,000

Balance at December 31, 2014	$	226,616

Interest accrued in 2015		-

Balance at March 31, 2015	$	226,616

On October 17, 2013, the Company secured a three month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principle plus 5% per month interest on or before January 18, 2014. This loan is currently in default. At March 31, 2015, our Company and the note holder are in dispute regarding the interest that is effectively payable. Also, the noteholder received the 1,600,000 shares Direct Security Integration Inc. that were pledged in a private company and the noteholder is currently trying to sell these shares. The shares pledged formed part of the assets of our company. Total accrued interest and a monitoring fee payable as at March 31, 2015 is $469,727 and $93,226, respectively.

Loan granted in 2013	$	319,598

Interest accrued in 2013		39,602

Balance at December 31, 2013	$	359,200

Accrued interest and expenses in 2014		390,197

Balance at December 31, 2014	$	749,397

Monitoring fee accrual		93,226

Interest accrued in 2015		39,928

Balance at March 31, 2015	$	882,551

(E) Convertible notes and derivative liability

We have evaluated the terms and conditions of the notes. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense.

●

LG Capital LLC:

On May 1, 2014, the Company issued a $100,000 convertible promissory note (the “LG Note”) to LG Capital Funding, LLC, a New York limited liability company (the “Lender”). The LG Note provides up to an aggregate of $100,000 in gross proceeds. The LG Note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The first LG Note may be prepaid within 180 days with penalty. The note may not be prepaid after the 180th day.

F-13

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

The fair value of the derivative liability as at March 31, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0026 per share, a conversion price of $0.00147 per share, expected volatility of 300.04%, no expected dividends, a remaining term of 1 month and a risk-free interest rate of 0.030% resulting in a fair value per share of $0.0014 multiplied by the 26,926,992 shares that would be issued if the Note was exercised on the Effective Date.

During the quarter ended March 31, 2015, the Company repaid $13,145 in principal and $836.97 of accrued interest by the issuance of 7,976,790 shares of common stock priced between $0.0032 to $0.0067 per share. As a result, a total of $4,358 of debt discount was amortized and $6,646 was recognized as net gain on conversion into stock.

During the quarter ending on March 31, 2015, a total interest of $888 was accrued and a total of $13,445 debt discount was amortized leaving an unamortized balance of $3,130. The fair value of derivative liability as on March 31, 2015 is recorded at $37,063, thereby recognizing a net gain on derivative liability for the three months period ending March 31, 2015 of $11,124.

●

Adar Bay LLC:

On May 1, 2014, the Company entered into a Securities Purchase Agreement with Adar Bay, LLC (“Adar Bay”) providing for the purchase of a Convertible Redeemable Note (the “AB Note”) in the aggregate principal amount of $100,000. The AB Note provides up to an aggregate principal amount of $100,000 (with the first note being in the amount of $50,000 and the second note being in the amount of $50,000 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

The first note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The First Note may be prepaid within 180 days with penalty. The First Note may not be prepaid after the 180th day.

The fair value of the derivative liability as at March 31, 2015, was nil as this loan was fully converted into shares at the quarter ending on March 31, 2015.

During the quarter ending on March 31, 2015, a total interest of $652 was accrued and a total of $14,421 debt discount was amortized leaving an unamortized balance of nil. The company recognized a net gain on derivative liability during the quarter ending on March 31, 2015 of $58,510.

During the quarter ended March 31, 2015, the Company repaid $37,000 in principal and $3,171 of accrued interest by the issuance of 24,570,088 shares of common stock priced between $0.0024 to $0.0057 per share. As a result, $14,641 was recognized as net gain on conversion into stock and $158 as gain on derivative liability.

F-14

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

●

JMJ Financial

On June 12, 2014, the Company issued a $250,000 convertible promissory note (the “JMJ Note”) to JMJ Financial, a Nevada sole proprietorship (the “Lender”). The JMJ Note provides up to an aggregate of $250,000 in gross proceeds. The JMJ Note matures on June 12, 2016, accrues interest of 12% and is convertible into shares of common stock any time after the agreement was signed. The Conversion Price is the lesser of $.30 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Note also contemplated a further 10% discount to market if the shares were not deliverable by DWAC. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. This Note may be prepaid interest free within 90 days with the accrued interest at 12% per annum and the OID proportional to $25,000. The note may not be prepaid after the 91th day. The Company opted to receive only $55,000 of the possible $250,000.

The fair value of the derivative liability as at March 31, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0026, a conversion price of $0.0014, expected volatility of 375.44%, no expected dividends, a remaining term of 15 months and a risk-free interest rate of 0.260% resulting in a fair value per share of $0.0025 multiplied by the 35,299,653 shares that would be issued if the Note was exercised on the Effective Date.

During the quarter ended March 31, 2015, the Company repaid $16,095 in principal by the issuance of 10,504,000 shares of common stock priced between $0.0024 to $0.0065 per share. As a result, a total of $11,647 of debt discount was amortized and $14,786 was recognized as net gain on conversion into stock.

During the quarter ended March 31, 2015, a total interest of $1,139 was accrued and a total of $15,514 debt discount was amortized leaving an unamortized balance of $19,291. The fair value of derivative liability as on March 31, 2015 is recorded at $89,089, thereby recognizing a net loss on derivative liability during the three months ending on March 31, 2015 of $17,026.

●

Peter J. Smith

During the quarter ended March 31, 2013, the Company converted $209,475 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CEO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share.

On November 15, 2014 the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are now as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to the note.

The fair value of the derivative liability as at March 31, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0026, a conversion price of $0.0016, expected volatility of 397.83%, no expected dividends, a remaining term of 9 months and a risk-free interest rate of 0.260% resulting in a fair value per share of $0.0024 multiplied by the 127,742,555 shares that would be issued if the Note was exercised on the Effective Date.

During the quarter ending on March 31, 2015, a total interest of $4,874 was accrued and a total of $42,692 debt discount was amortized leaving an unamortized balance of $130,446. The fair value of derivative liability as on March 31, 2015 is recorded at $310,282, thereby recognizing a net loss on derivative liability during the quarter ending on March 31, 2015 of $56,239.

F-15

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

●

Enzo Taddei

During the quarter ended March 31, 2013, the Company converted $115,000 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CFO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share.

The fair value of the derivative liability as at March 31, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0026, a conversion price of $0.0016, expected volatility of 397.83%, no expected dividends, a remaining term of 9 months and a risk-free interest rate of 0.260% resulting in a fair value per share of $0.0024 multiplied by the 70,129,180 shares that would be issued if the Note was exercised on the Effective Date.

During the quarter ending on March 31, 2015, a total interest of $2,676 was accrued and a total of $23,437 debt discount was amortized leaving an unamortized balance of $71,614. The fair value of derivative liability as on March 31, 2015 is recorded at $170,340, thereby recognizing a net loss on derivative liability during the quarter ending on March 31, 2015 of $30,873.

Convertible notes repaid:

The Company entered into a Securities Purchase Agreement (the “Agreement”), dated as of September 25, 2014, with KMB Worldwide Inc. On October 2, 2014, the Company received $32,500 from a secured nine month convertible loan signed on September 29, 2014. The loan carried an 8% interest rate and will be due on June 29, 2015. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before 180 days, hence not converting the debt into equity, borrower shall make payment to the holder of an amount in cash equal to 130% of total amount due inclusive of principal and interest accrued. On March 24, 2015, this note, the 8% per annum accrued interest and 130% premium was fully paid back to the noteholder.

Note 6 - Equity and Stockholders’ Equity

(A) Preferred Stock

On November 30, 2011, the Company authorized and designated 5,000,000 Series “A” convertible preferred shares of stock, as a bonus to its Chief Executive Officer for services rendered, having a fair value of $480,000 ($0.096/share), based upon the fair value of the services rendered, which represented the best evidence of fair value.

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

	●	Voting Rights: 10 votes per share (votes along with common stock);

	●	Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance;

	●	Dividend Rights: None;

	●	Liquidation Rights: None

F-16

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

The board of directors subsequently agreed that the Chief Executive Officer of the Company would retire to treasury 3,466,668 of these Series “A” preferred shares and retain, the balance, 1,533,332 shares.

On November 21, 2012 the Company’s CEO gave 533,332 of his Series “A” preferred shares to the Company’s CFO (400,000) and two other employees (133,332). As the 533,332 preferred shares will convert into 5,333,320 on December 1, 2014 and the price per common share on November 21, 2012 was $0.25, the contribution by the officer to the Company was calculated at $1,333,330.

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.

The Company has determined that no beneficial conversion feature or derivative financial instruments exist in connection with the Series “A”, convertible preferred stock, as the conversion rate was fixed at an amount equal to the market price of the Company’s common stock. Additionally, there are a stated number of fixed shares.

Redeemable Preferred Stock

Under Regulation S-X, Rule 5-02-28, preferred stock must be classified outside of stockholders’ equity when the stock is:

	●	Redeemable at a fixed or determinable price on a fixed or determinable date,

	●	Redeemable at the option of the holder, or

	●	Redeemable based on conditions outside the control of the issuer.

The Series “A”, convertible preferred stock is redeemable on December 1, 2014 and it is presented on the balance sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity. There are no other features associated with this class of redeemable preferred stock, which require disclosure. The carrying amount and redemption amount is $1,020,000. There are no redemption requirements and the preferred stock holders will redeem these shares within the next 6 months.

F-17

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

(B) Common Stock

During the three months ended March 31, 2015, the Company issued the following shares:

Date	Note holder	Stock issued		Amount
1/5/2015	Stock issued on debt conversion		1,600,000	$	10,400.00
1/12/2015	Stock issued on debt conversion		639,403	$	3,197.02
1/21/2015	Stock issued on debt conversion		2,287,582	$	13,039.22
1/21/2015	Stock issued on debt conversion		1,056,986	$	6,024.82
1/21/2015	Stock issued on debt conversion		1,680,000	$	9,576.00
2/10/2015	Stock issued on debt conversion		1,809,000	$	4,703.40
2/12/2015	Stock issued on debt conversion		1,636,958	$	10,967.62
2/25/2015	Stock issued on debt conversion		2,318,841	$	6,260.87
2/26/2015	Stock issued on debt conversion		1,800,000	$	6,300.00
3/12/2015	Stock issued on debt conversion		2,391,304	$	7,173.91
3/13/2015	Stock issued on debt conversion		1,808,000	$	6,870.40
3/16/2015	Stock issued on debt conversion		2,532,051	$	10,128.21
3/17/2015	Stock issued on debt conversion		1,669,013	$	5,340.84
3/18/2015	Stock issued on debt conversion		2,660,256	$	10,641.03
3/23/2015	Stock issued on debt conversion		1,807,000	$	4,336.80
3/23/2015	Stock issued on debt conversion		3,100,000	$	7,440.00
3/25/2015	Stock issued on debt conversion		2,974,430	$	12,492.61
3/26/2015	Stock issued on debt conversion		3,466,667	$	13,173.33
3/30/2015	Stock issued on debt conversion		3,033,333	$	8,796.67
3/31/2015	Stock issued on debt conversion		2,780,053	$	7,228.14

Effective February 16, 2015, the Company amended its Articles of Incorporation (Article 3) to increase the number of shares of common stock which the Company has the authority to issue from 70,000,000 to 500,000,000.

(C) Notes Receivable Common

On May 1, 2014, the Company entered into two Securities Purchase Agreement, one with Adar Bay LLC and the other with LG Capital Inc., each providing for the purchase of Convertible Redeemable Note. The aggregate principal amount of each note was $100,000. The first note from each of the funders being in the amount of $50,000 each and the second (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash. The amount due under second note is classified as Contra Equity account and presented under the statement of stockholders’ deficit. On December 19, 2014 and December 24, 2014 respectively, the noteholders unilaterally decided not to fund these second notes and hence the Second note along with the buyers note stands cancelled leaving $0 balance in Contra Equity Account as at December 31, 2014.

F-18

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Note 7 – Commitments and contingencies

On April 24, 2013, the Company entered into an advertisement contract with Robert Sullivan. The Company is required to pay $30,000 in cash and issue 150,000 shares. During 2013 the Company paid $10,000 in cash, the balance of $20,000 was due within 60 days of the signing of the agreement; this amount is unpaid as at March 31, 2015. The Company has guaranteed a value of $100,000 for its shares at the time of legend removal. At March 31, 2015, the legend is still not removed. The Company has accrued for the shortfall of $77,350 as a stock payable.

On June 4, 2013, the Company secured a twelve month convertible loan for $50,000 with the understanding that the Company will issue 10,000 common restricted shares in lieu of interest. These shares are not issued as of December 31, 2014 and accounted for as Stock Payable. The terms of the conversion will be either a $0.50 conversion price or a 25% discount to market based on an average price calculated on the 10 trading days prior to the conversion date, whichever is the lowest. This loan note was adjusted against and applied against the amount receivable for services rendered by the Company to the note holder on June 4, 2014. At March 31, 2015, the Company has accrued for the $5,500 as a stock payable.

Note 8 – Other current assets

The following is a summary of the Company’s other current assets:

		03/31/2015		12/31/2014

Refundable deposits with third parties		8,048		9,481

	$	8,048	$	9,481

Note 9 – Subsequent events

On April 1, 2015, our Company was engaged by a Zambian copper producer called Tam Mining Limited that is seeking to raise capital to exploit the many mines and concessions it owns in Zambia. Our mandate is to assist the Company on all aspects of capital raising, structure and take off of the assets.

On April 14, 2015, the Company issued 3,958,000 shares of restricted common stock at $0.0025 per share to JMJ Financial upon conversion of debt.

On April 15, 2015, the Company issued 3,923,747 shares of restricted common stock at $0.0028 per share to LG Capital upon conversion of debt and interest.

On April 15, 2015, our Company was engaged by a Bahraini based company with relationships in Oman to farm into a specific oil field in the Sultanate. The Company is seeking to raise capital to execute on their signed agreements to ultimately become an oil producer in Oman. Our mandate is to assist the Company on all aspects of capital raising, structure and a potential IPO on a recognized stock exchange.

On April 23, 2015, the Company issued 3,957,000 shares of restricted common stock at $0.0023 per share to JMJ Financial upon conversion of debt.

On April 24, 2015, the Company issued 3,923,151 shares of restricted common stock at $0.0033 per share to LG Capital upon conversion of debt and interest.

On May 5, 2015, the Company issued 3,925,458 shares of restricted common stock at $0.0017 per share to LG Capital upon conversion of debt and interest.

On May 11, 2015, the Company issued 3,956,000 shares of restricted common stock at $0.0024 per share to JMJ Financial upon conversion of debt.

On May 11, 2015, the Company issued 4,881,822 shares of restricted common stock at $0.0024 per share to LG Capital upon conversion of debt and interest.

F-19

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Note 10 – Restated financial statements

On April 8, 2015, our independent accountants brought to our attention a series of material adjustments that needed to be made to our financial statements. These adjustments primarily affected the derivative liability, interest expense, prepaid, fixed assets and revenue recognition policy. As a result of our independent accountant’s suggestions, we determined that significant adjustments were required to be made at each of the quarters ended March 31, June 30 and September 30, 2014.

Our Chief Executive Officer discussed this matter with the Company´s Chief Executive Officer and it was agreed that we had to file a Form 8-K stating that our investors and shareholders could not rely on our interim 2014 financial statements. We filed the form 8k on April 10, 2015. We subsequently filed amendments to the form 8k on May 4 and 5, 2015.

Restated balance sheet at March 31, 2014

	As Previously Stated			Restatement Adjustments			As Restated
Assets

Current Assets
Cash	$	28		$	-		$	28
Accounts receivable		2,520			-			2,520
Prepaids		8,167			5,802			13,969
Other current assets		466,027			(13,826	)		452,201
Loans receivable		6,000			-			6,000
Total current assets	$	482,742		$	(8,024	)	$	474,718

Investment, cost		5,000			-			5,000

Fixed assets, net		7,346			-			7,346

Total assets	$	495,088		$	(8,024	)	$	487,064

Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit

Current Liabilities
Deferred revenue	$	169,750		$	46,250		$	216,000
Accounts payable and accrued liabilities		50,064			(700	)		49,364
Accounts payable - related parties		292,285			-			292,285
Loans payable - related parties		57,194			700			57,894
Accrued interest		238,651			36,078			274,729
Notes payable - net of unamortized discount		985,717			-			985,717
Total current liabilities	$	1,793,661		$	82,328		$	1,875,989

Long term liabilities
Convertible loan payable - related party - net of unamortized discount		324,475			-			324,475
Total long term liabilities		324,475			-			324,475

Redeemable Series A, Convertible Preferred Stock: 5,000,000 shares authorized and 1,983,332 and 5,000,000 shares issued and outstanding, respectively, $0.001 par value (redemption amount $480,000) (liquidation preference of $0)		1,020,000			-			1,020,000

Stockholders’ Deficit

Common stock: 70,000,000 shares authorized; $0.001 par value 31,339,679 shares issued and outstanding.		31,340			-			31,340
Additional paid in capital		2,678,054			-			2,678,054
Stock payable		82,850			-			82,850
Notes Receivable		-			-			-
Accumulated deficit	$	(5,435,292	)	$	(90,352	)	$	(5,525,644	)
Total stockholders’ deficit	$	(2,643,048	)	$	(90,352	)	$	(2,733,400	)

Total liabilities, redeemable preferred stock & stockholders’ deficit	$	495,088		$	(8,024	)	$	487,064

F-20

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Restated profit and loss for the three months ended March 31, 2014

	As Previously Stated			Restatement Adjustments			As Restated

Revenue	$	152,250		$	(46,250	)	$	106,000

General and administrative expenses	$	45,241		$	8,024		$	53,265
Salaries		164,935			-			164,935
Professional services		36,767			-			36,767
Depreciation		471			-			471
Total Operating Expenses	$	247,414		$	8,024		$	255,438

Net (loss) from operations	$	(95,164	)	$	(54,274	)	$	(149,438	)

Other income (expense):
Interest Expense	$	(122,118	)	$	(36,078	)	$	(158,196	)
Amortization of debt discount		(5,489	)		-			(5,489	)
Total (income) expense	$	(127,607	)	$	(36,078	)	$	(163,685	)

Net loss	$	(222,771	)	$	(90,352	)	$	(313,123	)

Weighted average number of common shares outstanding - basic and diluted		31,090,179			-			31,090,179

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)

Comprehensive Loss:
Net loss	$	(222,771	)	$	(90,352	)	$	(313,123	)

Comprehensive Loss	$	(222,771	)	$	(90,352	)	$	(313,123	)

F-21

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

March 31, 2015

(Unaudited)

Restated cash flow statement for the three months ended March 31, 2014

	As Previously Stated			Restatement Adjustments			As Restated
Cash flows from operating activities
Net profit (loss)	$	(222,771	)	$	(90,352	)	$	(313,123	)

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation		471			-			471
Amortization of debt discount		5,489			-			5,489

Changes in operating assets and liabilities:
Prepaids, cash		25,632			(5,802	)		19,830
Accrued interest		122,119			36,078			158,197
Accounts payable and accrued liabilities		11,076			(700	)		10,376
Accounts payable - related parties		100,232			700			100,932
Deferred revenue		(77,250	)		46,250			(31,000	)
Accounts receivable		-			-			-
Other current assets		(13,826	)		13,826			-
Impairment loss on available for sale marketable securities		-			-			-

Net cash used in operating activities:		(48,828	)		-			(48,828	)

Net increase in cash		(48,828	)		-			(48,828	)

Cash at Beginning of Period		48,856			-			48,856

Cash at End of Period	$	28		$	-		$	28

Supplemental disclosure of non-cash investing and financing activities:
Accounts payable settled in shares	$	8,250		$	-		$	8,250
Debt discount recorded on notes payable	$	61,489		$	-		$	61,489
Notes payable settled in shares	$	20,690		$	-		$	20,690

F-22

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

For the three months ended March 31, 2015 and March 31, 2014:

The Company had revenues amounting to $15,000 and $106,000, respectively, for the three months ended March 31, 2015 and 2014.

		March 31, 2015			March 31, 2014		Changes

Revenue		$ 15,000	(1)	$	106,000	$	91,000
	$	15,000		$	106,000	$	91,000

For the three months ended March 31, 2015 and 2014, the Company had the following concentrations of revenues with customers:

Customer	March 31, 2015		March 31, 2014

YMD	0	%	16	%

MHB	0	%	16	%

IOA	0	%	16	%

SAC	100	%	30	%

DSI	0	%	20	%

	*100*	%	*100*	%

The total operating expenditures amounted to $472,592 and $255,438, respectively, for the three months ending on March 31, 2015 and 2014. The following table sets forth the Company’s operating expenditure analysis for both periods:

(1)

The Company´s deferred revenue represents fees that have been received by the Company for requested services that have not been substantially completed. During the three months period ended March 31 2015 the Company received $475 000 from three clients for service to be rendered during the year 2015 and 2016. At March 31 2015 the Company recognized $15 000 of deferred revenue as revenue; leaving accumulated deferred revenue balance of $922 015 (which includes $462 015 of deferred revenue received during the years ended December 31 2014 and 2013.)

	March 31, 2015		March 31, 2014		Change

General and administrative expenses	$	84,235	$	53,265	$	30,970
Salaries		269,901		164,935		104,966
Professional services		115,704		36,767		78,937
Depreciation		2,752		471		2,281
Total operating expenses	$	472,592	$	255,438	$	217,154

The net losses from operations for the three months ended March 31, 2015 and 2014 were $457,592 and $149,438, respectively.

The Company´s other income and (expenses) for the three months ended March 31, 2015 and March 31, 2014 were $(338,228) and $(163,685), respectively.

	March 31, 2015			March 31, 2014			Change

Interest expense	$	(57,625	)	$	(158,196	)	$	100,571
Finance charges		(93,226	)		-			(93,226	)
Amortization of debt discount		(130,772	)		(5,489	)		(125,283	)
Loss on derivative liability		(92,856	)		-			(92,856	)
Gain on conversion of notes		36,073			-			36,073
Exchange rate loss		178			-			178
Total income (expense)	$	(338,228	)	$	(163,685	)	$	(174,543	)

The net losses for the three months ended March 31, 2015 and 2014 were $795,820 and $313,123, respectively.

The Company had 79,322,025 and 31,339,679 shares issued and outstanding at March 31, 2015 and March 31, 2014 respectively. The weighted average number of shares for the three months ended March 31, 2015 and March 31, 2014 was 48,357,432 and 31,090,179 respectively. The loss per share for both periods was $(0.02) and $(0.01) respectively.

LIQUIDITY AND CAPITAL RESERVES

Our audited financial statements contained herein have been prepared assuming that the Company will continue as a going concern. The Company had a loss of $795,820 for the three months ended March 31, 2015, of which $338,228 was due to other income and expenses as per the following table:

	March 31, 2015

Interest expense	$	(57,625	)
Finance charges		(93,226	)
Amortization of debt discount		(130,772	)
Loss on derivative liability		(92,856	)
Gain on conversion of notes		36,073
Exchange rate loss		178
Total income (expense)	$	(338,228	)

The Company had $1,979 in cash; net cash provided by operations of $28,589 for the three months period ended March 31, 2015; working capital deficit of $2,853,770 and stockholders´ deficit of $4,422,739 as of March 31, 2015.

These factors raise doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence.

The Company expects to use its working capital to implement a marketing program to increase awareness of its business model, which includes, but is not limited to, acquisition of private companies, with the intention of taking those companies public in the United States and possibly dual listing those entities abroad. In the event that operating cash flows are slowed or non-existent, the Company plans to reduce overheads wherever possible.

Depending upon market conditions, the Company may not be successful in raising sufficient additional capital to achieve its business objectives. In such event, the business, prospects, financial condition, and results of operations could be materially adversely affected hence there is a substantial doubt about the Company’s ability 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:

	●	The cash fees that we expect to receive during the next 12 months from the clients we currently have under contract.

	●	Receiving loans from one or more of our officers even though at the present time, we do not have verbal or written commitments from any of our officers to lend us money.

	●	Receiving loans from third party lenders and/ or investors.

FUTURE PLANS

We currently have 17 live clients under contract, two of which were signed in April 2015, that either are seeking a listing on a recognized Stock Exchange or are seeking funding for acquisition and growth:

1	Arrow Cars International Inc
2	Regis Card Group Limited
3	Scorpion Performance (BTI)
4	Medinas Holdings BV
5	Your MD
6	Precious Cells International Limited
7	Duo World Inc
8	VT Hydrocarbon Holdings (Pte.)
9	AuthentaTrade Inc
10	ATC Enterprises DMCC
11	Unii Limited
12	Magpie Investment Holdings Ltd
13	Energy Equity Resources (Norway) Limited
14	Scandinavian AgriTex Co. Limited
15	McArthurs Resources LLC
16	Tam Mining Limited
17	Sunset Pacific Petroleum International Ltd

MILESTONES FOR 2015 /2016:

Our specific plan of operations and milestones through May 2016 are as follows:

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

We currently are relying on introductions to potential clients by the following firms in Asia and Europe:

	●	Certain registered investment houses in London (United Kingdom).

	●	An Austrian management consultancy firm based in Vienna (Austria).

	●	Various investment banks based in Dubai (UAE)

	●	Certain Private Banks based in Amsterdam (Holland), Luxembourg (Luxembourg) and Zurich in Switzerland.

	●	The Colombo Stock Exchange in Sri Lanka.

	●	Various family offices in Dubai (UAE).

We do not have any verbal or written agreements with the firms identified above, as our relationship with each of them has been developed over the past year or so.

We intend to develop relationships with a further six “introducers” to potential new business for the Company before the end of December 2015.

1) DUBAI EXPANSION

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

2) OPEN AN OFFICE IN THE US.

During 2015, we intend 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.

3) CREATE A MORE EFFICIENT SYSTEM FOR REVIEWING PROSPECTIVE BUSINESSES.

We will concentrate our efforts on the quality of the company that is introduced to us. We will start off by sending the client a standard due diligence list and request that they complete the list and send us the support for review. We will then follow-up the due diligence with a “site visit” in order to properly understand our client’s business model and more importantly meet the principals in person.

We will create a deeper due diligence program allowing us to dig deep on any prospective client prior to engagement thus protecting the company from any future problems by employing one new staff member that will be responsible for the due diligence analysis and creating a report for our file on their findings.

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

We intend to form relationships with merger and acquisition specialists during 2015 which will hopefully enable us to:

	●	Find potential merger and acquisition candidates.

	●	Introduce our clients to brokers and investment bankers.

	●	Introduce our clients to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing.

The only additional cost for this activity will be a very small administrative burden for telephone calls and communications to be funded out of operational income, mainly income receivable from clients currently under contract.

5) DEVELOP IN HOUSE IT DEPARTMENT

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.

6) DUAL LISTING DUBAI

During 2015 or the early part of 2016, when this option becomes feasible, we intend to try to become one of the first foreign companies to dual list on Dubai NASDAQ; our plan is to carry out a public relations campaign alongside the dual listing process with the public relations firm we have selected with a view to prepare a campaign that will have a maximum effect.

7) EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY IN DUBAI

Our network of investment companies in Dubai is currently small; however, we intend to substantially expand our Dubai network in order to enable us to make introductions on a more institutional level. We intend to develop our network to at least twelve Investment Institutions who may have interests in minority shareholding in companies from outside of the Middle East Region.

At present we are being received with open arms by the Dubai and Middle Eastern financial community; hence we have plans to host various hospitality events for our current clients, our key contacts and upper management of the company.

8) EXPAND OUR RANGE OF BUSINESS AND CONTACTS

We intend to take our consultancy service outside of the Middle East and Europe 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 2015.

9) ROAD SHOWS

We will continue the “Road shows”, in Dubai with the support of the Dubai NASDAQ for companies already listed in Sri Lanka and other parts of Asia who could be seeking a dual listing in Dubai to provide liquidity and more capital raising options. We have commenced initial conversations with a brokerage house in Sri Lanka to look at their clients they have that would be suitable for the Dubai market. We will initially invite management of selected companies to Dubai for a two day event in conjunction with Nasdaq Dubai and a number of leading Investment Institutions, the anticipated cost of this is to be met by the prospective clients themselves and sponsorship from the institutions and Nasdaq Dubai.

10) FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS

In 2015, we intend to cement in the relationships created. The target markets for attracting clients are: Thailand, Sri Lanka, China, Hong Kong and Singapore. The foundation for this development commenced in 2013 and 2014.

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.

Cautionary Forward - Looking Statement

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

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

	●	the volatile and competitive nature of our industry,

	●	the uncertainties surrounding the rapidly evolving markets in which we compete,

	●	the uncertainties surrounding technological change of the industry,

	●	our dependence on its intellectual property rights,

	●	the success of marketing efforts by third parties,

	●	the changing demands of customers and

	●	the arrangements with present and future customers and third parties.

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

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were not effective.

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:

	(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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.

At March 31, 2015, we carried out an evaluation required by Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon such evaluation, such person concluded that as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because, due to financial constraints, the Company does not maintain a sufficient complement of personnel with an appropriate level of technical accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial accounting and reporting requirements. In the event that we may receive sufficient funds for internal operational purposes, we plan to retain the services of additional internal management staff to provide assistance to our current management with the monitoring and maintenance of our internal controls and procedures.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in internal control over financial reporting.

We did not change our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not aware of any threatened or pending litigation against the Company.

Item 1A. Risk Factors.

Not applicable.

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

On January 5, 2015, the Company issued 1,600,000 shares of restricted common stock at $.0065 per share to JMJ Financial upon conversion of debt valued at $10,400.

On January 12, 2015, the Company issued 639,403 shares of restricted common stock at $.0050 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $3,197.02.

On January 21, 2015, the Company issued 2,287,582 shares of restricted common stock at $.0057 per share to Adar Bay LLC upon conversion of debt valued at $13,039.22.

On January 21, 2015, the Company issued 1,056,986 shares of restricted common stock at $.0057 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $6,024.82.

On January 21, 2015, the Company issued 1,680,000 shares of restricted common stock at $.0057 per share to JMJ Financial upon conversion of debt valued at $9,576.

On February 10, 2015, the Company issued 1,809,000 shares of restricted common stock at $.0026 per share to JMJ Financial upon conversion of debt valued at $4,703.40.

On February 12, 2015, the Company issued 1,636,958 shares of restricted common stock at $.0067 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $10,967.62.

On February 25, 2015, the Company issued 2,318,841 shares of restricted common stock at $.0027 per share to Adar Bay LLC upon conversion of debt valued at $6,260.87.

On February 26, 2015, the Company issued 1,800,000 shares of restricted common stock at $.0035 per share to JMJ Financial upon conversion of debt valued at $6,300.

On March 12, 2015, the Company issued 2,391,304 shares of restricted common stock at $.0030 per share to Adar Bay LLC upon conversion of debt valued at $7,173.91.

On March 13, 2015, the Company issued 1,808,000 shares of restricted common stock at $.0038 per share to JMJ Financial upon conversion of debt valued at $6,870.40.

On March 16, 2015, the Company issued 2,532,051 shares of restricted common stock at $.0040 per share to Adar Bay LLC upon conversion of debt valued at $10,128.21.

On March 17, 2015, the Company issued 1,669,013 shares of restricted common stock at $.0032 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $5,340.84.

On March 18, 2015, the Company issued 2,660,256 shares of restricted common stock at $.0040 per share to Adar Bay LLC upon conversion of debt valued at $10,641.03.

On March 23, 2015, the Company issued 1,807,000 shares of restricted common stock at $.0024 per share to JMJ Financial upon conversion of debt valued at $4,336.80.

On March 23, 2015, the Company issued 3,100,000 shares of restricted common stock at $.0024 per share to Adar Bay LLC upon conversion of debt valued at $7,440.

On March 25, 2015, the Company issued 2,974,430 shares of restricted common stock at $.0042 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $12,492.61.

On March 26, 2015, the Company issued 3,466,667 shares of restricted common stock at $.0038 per share to Adar Bay LLC upon conversion of debt valued at $13,173.33.

On March 30, 2015, the Company issued 3,033,333 shares of restricted common stock at $.0029 per share to Adar Bay LLC upon conversion of debt valued at $8,796.67.

On March 31, 2015, the Company issued 2,780,053 shares of restricted common stock at $.0026 per share to Adar Bay LLC upon conversion of debt valued at $7,228.14.

On April 14, 2015, the Company issued 3,958,000 shares of restricted common stock at $.0025 per share to JMJ Financial upon conversion of debt valued at $9,895.

On April 15, 2015, the Company issued 3,923,747 shares of restricted common stock at $.0028 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $10,986.49.

On April 23, 2015, the Company issued 3,957,000 shares of restricted common stock at $.0023 per share to JMJ Financial upon conversion of debt valued at $9,101.10.

On April 24, 2015, the Company issued 3,923,151 shares of restricted common stock at $.0033 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $12,946.40.

On May 5, 2015, the Company issued 3,925,458 shares of restricted common stock at $.0017 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $6,673.28.

On May 11, 2015, the Company issued 3,956,000 shares of restricted common stock at $.0024 per share to JMJ Financial upon conversion of debt valued at $9,494.40.

On May 11, 2015, the Company issued 4,881,822 shares of restricted common stock at $.0024 per share to LG Capital LLC upon conversion of debt and accrued interest valued at $11,716.52.

The above securities were issued by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

EXHIBIT INDEX

Exhibit No.

Description

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

Exhibit		Description

31.1 *		Certification under Section 302 of Sarbanes-Oxley Act of 2002

31.2 *		Certification under Section 302 of Sarbanes-Oxley Act of 2002

32.1 *		Certification under Section 906 of Sarbanes-Oxley Act of 2002

32.2 *		Certification under Section 906 of Sarbanes-Oxley Act of 2002

* Filed herewith.

SIGNATURES

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

	GLOBAL EQUITY INTERNATIONAL, INC.

Date: May 14, 2015	/s/ Peter J. Smith
	Peter J. Smith
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: May 14, 2015	/s/ Enzo Taddei
	Enzo Taddei
	Chief Financial Officer
	(Principal Accounting and Financial Officer)