UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 18, 2016
GLOBAL
EQUITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
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000-54557 |
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27-3986073 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S.
Employer
Identification Number) |
X3
Jumeirah Bay, Office 3305, Jumeirah Lake Towers
Dubai,
UAE
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: +971 (0) 42767576 / + 1 321 200 0142
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2., below):
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c)) |
Item
8.01 Other Events – Shareholders update
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Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
March
18, 2016
Dear
Shareholders,
Now
that we have filed our December 31, 2015 Form 10-K with the SEC, we would like to take the opportunity to point out certain interesting
aspects of this Form 10-K.
CURRENT
CLIENTS:
As
of December 31, 2015 we had 15 clients under contract that we, management, deemed to be active and are either seeking a listing
on a recognized stock exchange or seeking funding for acquisition and growth:
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Client: |
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Sector: |
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1 |
Regis
Card Group Limited |
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Prepaid
cards and payment services |
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2 |
Arrow
Cars International Inc. |
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Long
term car rental |
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3 |
Medinas
Holdings BV |
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Therapeutical
stomach cancer treatment |
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4 |
Duo
World Inc. |
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Software
development and integration |
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5 |
VT
Hydrocarbon Holdings (Pte.) |
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LNG
Gas storage |
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6 |
Authenta
Trade |
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Bitcoin |
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7 |
ATC
Enterprises DMCC |
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Diamonds |
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8 |
Unii
Limited |
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Mobile
Applications such as “Fling” |
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9 |
Energy
Equity Resources (Norway) Limited |
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Natural
resources |
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10 |
Scandinavian
AgriTex Co. Limited |
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Cotton
and clothing industry |
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11 |
Tam
Mining Limited |
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Natural
resources |
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12 |
Primesite
Developments Limited |
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Residential
and commercial Development |
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13 |
International
FIM SRL |
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Manufacturing
of automotive car parts |
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14 |
INSCX
Exchange Limited |
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Nano-technology
exchange |
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15 |
Quartal
Financial Solutions AG |
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Financial
Technology |
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Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
MILESTONES
FOR 2016:
Our
specific plan of operations and milestones through March 2017 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 the Middle East, South East Asia, Europe
and the US:
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● |
Certain
registered investment houses and funds in London (United Kingdom) |
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● |
An
Austrian management consultancy firm based in Vienna (Austria) |
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● |
Various
investment banks based in Dubai (UAE) |
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● |
Certain
Private Banks based in Amsterdam (Holland), Luxembourg (Luxembourg) and Zurich in Switzerland |
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● |
Various
family offices in Dubai (UAE) |
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Various
introducers to Capital based on the East and West coast of the US |
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Various
introducers to Capital based in South East Asia |
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● |
Yemon
(Pvt.) Limited – An introducer of new business based in Sri Lanka |
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● |
MEPEX
– A Bahrain Oil and Gas exhibit with over 280 members |
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● |
Sixfoursixfour
Limited and the World Nano Foundation |
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.
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4) |
SOUTH
EAST ASIAN EXPANSION |
We
will continue to establish a firm presence in South East Asia where we are attracting clients, relationships and awareness.
|
|
|
Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
|
5) |
OPEN
AN OFFICE IN THE US. |
Within
the next 12 months and if it makes economic sense, 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.
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6) |
EXPAND
OUR CONSULTANCY TO INCLUDE MORE MERGER AND ACQUISITION ACTIVITY. |
We
intend to form relationships with merger and acquisition specialists during the next 12 months, which will hopefully enable us
to:
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● |
Find
potential merger and acquisition candidates. |
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● |
Introduce
our clients to brokers and investment bankers. |
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● |
Introduce
our clients to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing. |
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7) |
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.
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8) |
EXPAND
OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES. |
The
Company created an in-house human resources department called “Kingsman James” (http://kingsmanjames.com/)
with a view to be able to provide its existing clients and other new clients with the possibility of restructuring their companies
management with seasoned professionals, if required. We intend to continue expanding this “Human Resources” department
throughout the next 12 months.
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9) |
EXPAND
OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY |
During
the next 12 months, we intend to substantially expand our Middle Eastern, South East Asian and also our US networks in order to
enable us to make introductions on a more institutional level. At present, we are being received with open arms by all of the
financial communities with whom we have contact; hence, we have plans to host various hospitality events for our current clients,
our key contacts and upper management of the Company.
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10) |
EXPAND
OUR RANGE OF BUSINESS AND CONTACTS |
We
intend to take our consultancy service outside of the Middle East and Europe and into Asia and Sri Lanka. We will expand on a
“Commission Only” basis for the individuals or companies who take on our service to offer to their clients. Accountants,
lawyers and finance professionals are the target market for overlaying our service into their existing client banks in return
for a percentage of fees received. We also intend to add at least two new members to our administration team during the next 12
months.
We
will continue working on different “Road shows” in Dubai, Europe, South East Asia and the US.
|
|
|
Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
|
12) |
FURTHER
EXPAND OUR RANGE OF BUSINESS AND CONTACTS |
We
intend to cement the relationships created. The target markets for attracting clients are: Thailand, Sri Lanka, China, Hong Kong
and Singapore. To service the clients generated from these markets, we will spend time creating a network of service companies
who we can utilize to assist us on a local basis. We will explore the possibilities of dual listings for our clients in Singapore
to allow us a local market for any Asian clients we will attract and giving the Company a firm foothold in the Asian territory.
BALANCE
SHEET:
The
balance sheet items, for the years ended 2015 and 2014, that we would like to point out are as follows:
Current
assets:
Our
current assets at December 31, 2015 had increased by $88,443, mainly due to an increase in Cash at bank balance and an increase
in prepaid fees. Our cash revenues will increase up to a further US1.7 million depending on the achievement of certain milestones
contractually agreed in our current engagements. This cash revenue increase estimation does not include various cash and equity
success fees related to assisting some of our clients with sourcing capital funding for growth and expansion.
Investments:
At
December 31, 2014, the Company had investments amounting to $3,000. These investments increase substantially to $2,650,471 as
of December 31, 2015, which represents an increase of 882% compared to the balance at December 31, 2014.
Current
Liabilities:
Our
current liabilities at December 31, 2014 totaled $2,475,594. As of December 31, 2015, we managed to decrease these current liabilities
to $2,283,652, which represents a decrease of 8% mainly due to an increase in accounts payable to suppliers and creditors, a decrease
in accounts payable to related parties, a substantial increase in deferred revenue which is very positive as this deferred revenue
will become income for the Company over time and finally, a small increase in third party loans.
We
now have no more convertible debt (on a “discount to market” basis) outstanding. Two out of three loans that we have
with third parties are non-recourse loans hence no guarantees have been granted to the lenders.
At
December 31, 2015, the Company had deferred revenue totaling $839,130. As mentioned above, these deferred cash fees will slowly
be reflected on the Company´s income statement once certain milestones and contractual obligations have been met.
Finally,
in September of 2015, the Company re-negotiated a non-convertible loan amounting to $1,160,578 (principal and interest) down to
a total of $500,000 (principal and a fixed amount of embedded interest) with payment terms over 12 months and no penalty clauses
for late payment. This re-negotiation with the lender represented a 56.92% discount or cash saving for the Company. We also repaid
the first installment of $20,000 to this particular lender, as per the amended loan agreement, leaving a total loan plus accrued
interest balance of $480,000 at December 31, 2015. We have an agreement to pay off the rest of the debt on or before September
30, 2016.
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Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
Long
term Liabilities:
During
the year ended December 31, 2015, the Company paid off all of its long term related party liabilities amounting to $427,310 by
way of converting this debt into restricted common shares issued to management.
Redeemable
Series “A” Preferred Shares
During
the year ended on December 31, 2015, management decided that it was not in the interest of the Company to redeem the Series “A”
Preferred Shares outstanding hence management decided to return these shares to treasury. The effect of this strategic decision
was the elimination of a further $1,020,000 of liabilities.
Stockholder’s
Equity / (Deficit):
At
December 31, 2014, the Company had a stockholders’ deficit of $3,841,580 (negative), which has now been reduced
massively over the twelve months of 2015, so much so, that at December 31, 2015 our stockholders’ equity was $523,443
(positive). This represents a decrease of $4,365,023 hence for the first time since the Company became a “reporting
company” to the SEC, the Company has closed a financial year with positive shareholders equity.
The
total amount of common shares issued and outstanding at December 31, 2015, were 776,165,973. The total amount of shares issued
and outstanding common shares at March 18, 2016, were also 776,165,973, of which 70.39% are restricted and in management’s
hands. These restricted shares are subject to special and stringent rules with regards to any potential the sale on the open market.
The Company´s trading float is currently 202,198,715 common shares.
INCOME
STATEMENTS:
The
Company had revenues amounting to $3,313,356 and $515,000, for the years ended December 31, 2015 and 2014, respectively. This
represents an increase of $2,798,356 or an increase of more than 5 times (543%).
The
total operating expenditures amounted to $1,870,214 and $1,391,743, for the years ended December 31, 2015 and 2014, respectively.
These operating expenses increased by $478,471 as we had more legal and professional fees to pay for work carried out for new
and older clients during the years ended December 31, 2015. We also employed new members of staff, which, by defect, lead to an
increase in salary expenditure.
The
Company had a net income or profit from operations of $1,443,142 during the year ended December 31, 2015 as opposed to the $(876,743)
loss from operations of during the year ended December 31, 2014. This represents an increase in operating income of 265%.
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|
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Global Equity International, Inc. |
&
Subsidiaries. |
|
Management’s
Analysis |
The
Company’s other income and (expenses) during the years ended December 31, 2015 and 2014, were $(1,195,708) and $(1,345,386),
respectively. Overall, there was a decrease of 11% in our other expenses which was due to the fact that we re-structured one loan
with the lender resulting in gain on debt extinguishment. Other expenses relating to convertible notes showed an increasing trend
because all of the convertible notes were fully converted to the Company’s stock during the year ended December 31, 2015.
These note conversions caused an increase in amortization of debt discount and also losses on conversion of notes. The loss on
derivative liabilities also increased due to the change in fair values of the derivative liabilities at each conversion and reporting
date. Management believes that most of these expenses will not form part of our future financial statements due to the fact that
as of December 31, 2015, and also at today’s date, we have no toxic or discounted to market convertible debt.
The
net income for the year ended December 31, 2015 was $247,434 as opposed to the net loss of $(2,222,129) for the year ended December
31, 2014. This represents a $2,469,563 increase when comparing both year ends.
Finally,
our EPS for 2015 was $0.001 per share and $(0.07) per share in 2014.
Yours
sincerely, |
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/s/
Enzo Taddei |
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Enzo
Taddei – CFO |
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Global
Equity International Inc. |
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated:
March 18, 2016.
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GLOBAL
EQUITY INTERNATIONAL INC. |
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By: |
/s/
Enzo Taddei |
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Enzo
Taddei |
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Chief
Financial Officer |
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