UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2015
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ___________
Commission
File Number 000-54557
GLOBAL
EQUITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
27-3986073
|
(State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
X3
Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, UAE
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: +971 (0) 42767576 / + 1 321 200 0142
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of Each Class
Common
Stock, $.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
No [X]
Indicate
by check mark whether the registrant: (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that he registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit or post such files). Yes [X] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S- K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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 Act). Yes [ ] No
[X]
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the Registrant’s most recently completed second fiscal quarter (June 30, 2015) was approximately $187,682.
As
of March 18, 2016, there were 776,165,973 shares of our common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE: None
TABLE
OF CONTENTS
CAUTION
REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K (“Annual Report”), in particular the Management’s Discussion and Analysis of Financial
Condition and Results of Operations appearing in Item 7 herein (“MD&A”) contains certain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements give expectations or forecasts of future events. The reader can identify these forward-looking
statements by the fact that they do not relate strictly to historical or current facts. They use words such as “believe(s),”
“goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),”
“project(s),” plan(s),” “intend(s),” “expect(s),” “might,” may” and
other words and terms of similar meaning in connection with a discussion of future operating, financial performance or financial
condition. Forward-looking statements, in particular, include statements relating to future actions, prospective services or products,
future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies
such as legal proceedings, trends of operations and financial results.
Any
or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance
on such statements, which speak only as of the date of this Annual Report. These statements are based on current expectations
and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements
are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking
statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.
Many such factors will be important in determining the Company’s actual results and financial condition. The reader should
consider the following list of general factors that could affect the Company’s future results and financial condition.
Among
the general factors that could cause actual results and financial condition to differ materially from estimated results and financial
condition are:
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the
success or failure of management’s efforts to implement their business strategy; |
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the
ability of the Company to raise sufficient capital to meet operating requirements; |
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the
uncertainty of consumer demand for our products and services; |
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the
ability of the Company to compete with major established companies; |
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heightened
competition, including, with respect to pricing, entry of new competitors and the development of new products by new and existing
competitors; |
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absolute
and relative performance of our products and services; |
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the
effect of changing economic conditions; |
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the
ability of the Company to attract and retain quality employees and management; |
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the
current global recession and financial uncertainty; and |
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other
risks which may be described in future filings with the U.S. Securities and Exchange Commission (“SEC”). |
No
assurances can be given that the results contemplated in any forward-looking statements will be achieved or will be achieved in
any particular timetable. We assume no obligation to publicly correct or update any forward-looking statements as a result of
events or developments subsequent to the date of this Annual Report. The reader is advised, however, to consult any further disclosures
we make on related subjects in our filings with the SEC.
PART
I
ITEM
1. BUSINESS.
BUSINESS
DEVELOPMENT
BACKGROUND
Global
Equity International Inc. (“Company” or “GEI”)) was incorporated on October 1, 2010, as a Nevada corporation,
for the express purpose of acquiring Global Equity Partners Plc, a corporation formed under the laws of the Republic of Seychelles
(“GEP”) on September 2, 2009. On August 22, 2014, GE Professionals DMCC was incorporated in Dubai as a fully owned
subsidiary of Global Equity Partners Plc.
Global
Equity Partners Plc and its subsidiary GE Professionals DMCC are Dubai based firms that provide consulting services, such as corporate
restructuring, advice on management buy outs, management recruitment and development for corporate marketing, investor and public
relations, regulatory compliance and introductions to financiers, to companies desiring to be listed on stock exchanges in various
parts of the world.
Our
authorized capital consists of 1,000,000,000 shares of common stock, $0.001 par value, and 50,000,000 shares of preferred stock,
$0.001 par value.
On
November 15, 2010, we entered into a Plan and Agreement of Reorganization (“Plan of Reorganization”) with GEP and
its sole shareholder, Peter J. Smith, pursuant to which we would acquire 100% of the common stock of GEP. We consummated the Plan
of Reorganization effective December 31, 2010, by issuing 20,000,000 shares of our common stock to Peter J. Smith, at which time
GEP became our wholly owned subsidiary and Peter J. Smith was appointed as our President, Chief Executive Officer and Director.
As
a result of our acquisition of GEP, we provide corporate advisory services to companies desiring to have their shares listed on
stock exchanges or quoted on quotation bureaus in various parts of the world. We have offices in Dubai and London. We have affiliations
with firms located in some of the world’s leading financial centers such as London, New York, Frankfurt and Dubai. These
affiliations are informal and are comprised of personal relationships with groups of people or people with whom our Company or
our management has done, or attempted to do, business in the past. We do not have any contractual arrangements, written or otherwise,
with our affiliations.
IMPLICATIONS
OF BEING AN EMERGING GROWTH COMPANY
As
a Company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (also known as the “JOBS Act”). As an emerging growth
company, we are entitled to take advantage of specified reduced disclosure and other requirements that are otherwise applicable
generally to public companies. These provisions include:
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● |
Only
two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly
reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
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Reduced
disclosure about our executive compensation arrangements; |
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Not
having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements; and |
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Exemption
from the auditor attestation requirement in the assessment of our internal control over financial reporting. |
We
may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company.
We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, if we have more than $700
million in market value of our stock held by non-affiliates, or if we issue more than $1 billion of non-convertible debt over
a three-year period. We may choose to take advantage of some but not all of these reduced burdens in the future. We have irrevocably
elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant Section 107(b)
of the JOBS Act.
Peter
Smith initially founded Global Equity Partners Plc. in 2009 to assist small to medium size businesses with management restructuring
and corporate restructuring, in general, and also to obtain, if requested by its clients, access to capital markets via equity
and debt financings.
Global
Equity Partners Plc. and its subsidiary GE Professionals DMCC look for companies that require capital funding and ultimately a
listing of their shares on a recognized stock exchange. The Company introduces these clients to private and institutional investors
in our network of over 100 “financial introducers” around the world. These financial introducers are groups of people
or institutions that are presently introducing new clients to us or who have introduced new clients to our management in the past.
We do not have any contractual arrangements, written or otherwise, with these financial introducers.
Presently,
Global Equity Partners Plc and its Dubai subsidiary, GE Professionals DMCC, are our only operating businesses. GEI´s present
operations are limited to insuring compliance with regional, state and national securities regulatory agencies and organizations.
In addition, GEI is charged with (i) handling our periodic reporting obligations under the Securities Exchange Act of 1934; (ii)
managing our investor relations; and (iii) raising debt and equity capital necessary to fund our operations, and to enhance, and
grow our business. GEI does not offer or conduct any consulting or advisory services, as such services are performed solely by
our foreign subsidiary, GEP.
We
currently offer the following services to our clients:
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Corporate
restructuring |
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Management
buy outs |
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Management recruitment and employment placements
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Investor
and public relations |
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Regulatory
compliance |
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Exchange
listings |
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Introductions
to financiers |
CORPORATE
RESTRUCTURING SERVICES
We
advise and assist our clients in determining the corporate structure that is most suitable to their business models. We recommend
management changes where necessary. We also offer them corporate governance models customized to their specific organizations
and desired exchange listings. We also review and analyze their balance sheets and capital structures and make recommendations
on debt consolidations, equity exchanges for debt, proper capital structures and viability and timing of equity and debt offerings.
We do not presently recommend and we do not intend in the future to recommend that our clients merge or be acquired by shell companies.
MANAGEMENT
BUY OUTS
We
assist our clients in every aspect of management buyouts from corporate restructuring to debt financing and also introduce buyers
and sellers to financiers for private equity placements.
MANAGEMENT RECRUITING AND EMPLOYMENT PLACEMENTS
We
assist our clients with the recruitment of management and board members through our various contacts around the world. Management
recruitment and retention is also an important part of our Corporate Restructuring Services and these services often overlap.
INVESTOR
AND PUBLIC RELATIONS
Since
our clients and future clients will likely desire to have their shares listed or continue to be listed on a stock exchange or
quoted on one of the quotation bureaus, we will advise our clients on the necessary requirements for communicating with their
equity holders and stakeholders, their customers and potential customers. We will assist our clients in this area by recommending
third party financial professionals and investor relations and public relations organizations to provide them with such services.
REGULATORY
COMPLIANCE
We
have organized a cadre of third party securities attorneys and accountants to assist our clients with their compliance with the
many reporting and other requirements of stock exchanges, quotation bureaus and securities regulatory agencies and organizations
in the states and countries where their shares will be or are listed or traded.
EXCHANGE
LISTINGS
We
also assist our clients with the selection of stock exchanges that may be suitable to our clients. Various exchanges have listing
requirements and standards that vary from one exchange to another. Typical listing requirements and standards relate to a number
of things, such as pre-tax income, cash flows, revenue, net tangible assets, market value of a company’s listed securities,
minimum trading prices of a company’s securities, minimum shareholders’ equity, operating history, number of shareholders,
number of market makers, and corporate governance. We will try to identify appropriate exchanges for our clients based on the
particular client’s operating history, pre-tax income, cash flow, revenue, net tangible assets, shareholder base and other
factors described above.
We
will assist our clients with retention of attorneys and accountants having experience with publicly held companies and stock exchanges
in various countries. We will also assist our clients in locating market makers, investment bankers and broker-dealers to assist
them with accessing capital markets.
INTRODUCTIONS
TO FINANCIERS
After
reviewing the business plans, prospects and problems that are unique to each of our clients, we will use our best efforts to introduce
our clients to various third party financial resources around the world who may be able to assist them with their capital funding
requirements.
As
used throughout this Annual Report, references to “Global Equity International,” “GEI,” “Company,”
“we,” “our,” “ours,” and “us” refer to Global Equity International, Inc. and our
subsidiaries, unless the context otherwise requires. In addition, references to “financial statements” are to our
consolidated financial statements contained herein, except as the context otherwise requires. References to “fiscal year”
are to our fiscal year which ends on December 31 of each calendar year. Unless otherwise indicated, the terms “Common Stock,”
“common stock” and “shares” refer to our shares of $0.001 par value, common stock.
HISTORICAL
BUSINESS TRANSACTED
BUSINESS
TRANSACTED IN 2012
During
2012, we gained the following clients:
(1)
REGIS CARDS LIMITED.
On
May 25, 2012, we entered into a contract with Regis Card Limited (“Regis”), a “Pre-Paid” credit card company
based in the U.S. and in the U.K.
We
have contracted to provide Regis the following services:
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Act
as a corporate finance advisor to Regis; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market Regis, including: (i) where appropriate,
arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive
documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and
inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the Dubai NASDAQ. |
(2)
BTI / SCORPION PERFORMANCE INC.
On
December 5, 2012, we entered into a contract with Scorpion Performance Inc. (“Scorpion”), a U.S. corporation based
in Ocala, Florida. Scorpion manufactures precision metal performance engine components and also precision medical instruments.
We
have contracted to provide Scorpion the following services:
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Act
as a corporate finance advisor to Scorpion; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market Scorpion, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the Dubai NASDAQ. |
(3)
UNIVERSAL ENERGY SOLUTIONS BV
Universal
Energy Solutions BV (“Universal”), a Netherlands green energy company, that desires to list its stock on the Dubai
Nasdaq, but first requires our Company to source a Dubai sponsor that would agree to underwrite and sponsor the proposed public
listing. We agreed to a fee of $10,000 and have been paid in full. We have subsequently sourced an appropriate Dubai sponsor,
however the client decided not to pursue the public listing in the Dubai NASDAQ.
(4)
INNOVEAS AG
Innoveas
AG is a German company and a technology incubator that wishes to also list its shares on the Dubai Nasdaq, but also requires our
Company to source a Dubai sponsor that would be in agreement to underwrite and sponsor the proposed public listing. We agreed
to a fee of $10,000 and have been paid in full. We subsequently sourced an appropriate Dubai sponsor, but the client decided not
to pursue the public listing in the Dubai NASDAQ.
(5)
ARABIAN NUBIAN RESOURCES LIMITED
Arabian
Nubian Resources Limited (“Arabian”), a United Kingdom based company with mining contacts in North East Africa that
wanted to list its shares on the Dubai Nasdaq, but required our Company to source a Dubai sponsor that would be in agreement to
underwrite and sponsor the proposed public listing. We agreed to a fee of $10,000 and have been paid in full. We were unable to
source a sponsor in Dubai for Arabian; hence, Arabian decided not to pursue the public listing in the Dubai NASDAQ.
At
the date of this filing, only Regis Cards Limited is considered to be an ongoing client.
BUSINESS
TRANSACTED IN 2013
During
2013, we gained the following clients:
(1)
SCANDINAVIAN AGRITEX CO. LIMITED
Scandinavian
Agritex Co. Limited (“SAC”) is a U.K. and Sri Lankan based company that is a green “Agriculture Technology and
Textile” company whose business is situated in Sri-Lanka, Norway and the U.K. whose main purpose is to develop and rapidly
expand the organic cotton industry in the country. SAC was founded by textile professionals, fashion brand owners, and finance
people with significant international management experience. SAC has an extensive management team comprised of highly skilled
and competent agronomists, farmers and textile professionals. SAC´s long term objective is to operate in the entire textile
value chain, including cultivation of cotton, ginning, spinning, weaving, garment manufacture, fashion and retail, with the objective
of retaining control and generating significant margins on each step of the chain. Furthermore, SAC intends to produce organic
cotton fabrics to be used in the sustainable clothing lines of well-known fashion brands and retailers.
We
have contracted to provide SAC with the following services:
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Act
as a corporate finance advisor to SAC; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market SAC, including: (i) where appropriate,
arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive
documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and
inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the NASDAQ OTCQB. |
SAC
agreed to pay us $255,000 and to date we have been paid $145,000. In addition, we have agreed that we will receive a 6% equity
stake in SAC upon its initial public offering on the NASDAQ OTCQB.
At
the date of this filing, Scandinavian Agritex Co. Limited is still considered to be an ongoing client.
BUSINESS
TRANSACTED IN 2014
During
2014, we gained the following eight clients:
(1)
ATC Enterprises DMCC
ATC
Enterprises DMCC (“ATC”) is a Dubai based company that has an innovative way to buy and sell diamonds. ATC DMCC is
working with the Dubai Diamond Exchange to establish regular sales and tenders of rough cut diamonds in Dubai. The first of these
was in January 2005. ATC has an extensive list of buyers from the UAE, Bombay, Surat, Ahmedabad, New York, Antwerp and the Far
East, giving suppliers access to reliable and legitimate buyers throughout the world as well as the chance to trade in the unique
and innovative environment in Dubai.
We
have contracted to provide ATC with the following services:
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Act
as a corporate finance advisor to ATC; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
ATC
agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
(2)
Authenta Trade Inc.
Authenta
Trade Inc. (“Authenta”) is a Canadian company based in Calgary, Canada with offices in Singapore and Cyprus. Authenta
is in the business of developing a high security digital currency exchange. Authenta was formed specifically to address security
concerns in the market place, is currently developing software that will tighten security to new levels and will also bring technology
to the marketplace in order to make transacting in digital currencies such as Bitcoin, much simpler.
We
have contracted to provide Authenta with the following services:
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Act
as a corporate finance advisor to Authenta; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Authenta
agreed to pay us $60,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
(3)
Duo World Inc.
Duo
World Inc. (“Duo”), a Nevada corporation, is a software company with subsidiaries in Sri Lanka, India and Singapore.
Duo is an information technology and software solutions company, focused on bringing value to its clients through every customer
interaction. Duo´s business model allows it to deliver consistent, quality service, at a scale and in the geographies that
meet its clients’ business needs. They leverage their breadth and depth of capabilities to help companies create quality
customer experiences across multiple channels, while increasing revenue and reducing their cost to serve their customers.
We
have contracted to provide Duo with the following services:
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Act
as a corporate finance advisor to Duo; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the OTCQB. |
Duo
agreed to pay us $250,000 and to date we have been paid $170,000. In addition, we have agreed that we will receive a 10% equity
stake in Duo upon its initial public offering.
(4)
Medinas Holdings BV
Medinas
Holdings BV (“Medinas”) is a Netherlands company with subsidiaries in the Netherlands and also in the U.S. that is
the sole proprietor and holder of an FDA approved cure for peritoneal cancer.
We
have contracted to provide Medinas with the following services:
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Act
as a corporate finance advisor to Medinas; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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|
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the Dubai NASDAQ. |
Medinas
agreed to pay us $465,000 and to date we have been paid $230,000. In addition, we have agreed that we will receive a 5% to 7%
(depending on certain agreed upon milestones) equity stake in Medinas upon its initial public offering.
(5)
Precious Cells International Limited
Precious
Cells International Limited (“Precious”), a U.K. company, is based in London.
Precious is a medical technology company founded in 2009, with a key focus on the development of clinical technologies in the
innovation of adult stem cells, cord blood stem cells and regenerative medicine. Regenerative medicine consists of innovative
medical therapies that will enable the body to repair, replace, restore and regenerate damaged or diseased cells, tissues and
organs. These therapies are targeting the repair of damaged heart muscle following heart attacks, replacement of skin for burns
victims, restoration of movement after spinal cord injury, regeneration of pancreatic tissue for insulin production in diabetics
and provide new treatments for Parkinson’s and Alzheimer’s disease.
We
have contracted to provide Precious with the following services:
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Act
as a corporate finance advisor to Precious; |
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Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
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Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
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|
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Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Precious
agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
(6)
Unii Limited
Unii
Limited (“Unii”) is a U.K. based company and sole proprietor of the social media application “Fling –
Message the World” that can be found in the Google Play Store and in Apple´s App Store and has grown virally to more
than 3 million users at the date of this filing.
We
have contracted to provide Unii with the following services:
|
● |
Act
as a corporate finance advisor to Unii; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Unii
agreed to pay us $60,000 for this initial ground work. Then in February of 2015, Unii agreed to a new contract whereby our Company
would assist with a listing of their shares on a recognized exchange. The first part of this new agreement, $385,000, was paid
to our Company in 2015.
(7)
VT Hydrocarbon Holdings (Pte.) Ltd.
VT
Hydrocarbon Holdings (Pte.) Ltd (“VTH”) is a Singapore based company whose ground operations are based in the Aqaba
Special Economic Zone in Aqaba, Jordan. VTH is looking to acquire, operate, manage and build hydrocarbon storage farms in Aqaba
and expand to repeat the formula in other parts of the world. VTH´s main business focus will be to provide Liquid Petroleum
Gas storage as well as other wet fuel facilities.
We
have contracted to provide VTH with the following services:
|
● |
Act
as a corporate finance advisor to VTH; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to potential sources of funding and once funding is sourced, assist with a potential IPO on the Dubai NASDAQ. |
VTH
agreed to pay us $20,000 for the initial ground work and a success fee for any funds that the company raises as a result of our
introductions, of 1% (cash fee) and 1.5% (equity fee). A possible listing on a recognized stock exchange and a possible larger
equity fee will be subject to a separate agreement.
(8)
Your MD AS
Your
MD AS (“Your MD”) is a Norwegian based company and sole proprietor of the medical diagnostic application “Your
MD” that can be found in the Google Play Store and in Apple´s App Store. This service brings healthcare advice to
those in areas where primary healthcare is needed most; whether that’s due to large expense, poor access, and poor quality
primary health or for those who are unable to travel. Your MD is primarily focused on emerging markets.
We
have contracted to provide Your MD with the following services:
|
● |
Act
as a corporate finance advisor to Your MD; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Your
MD agreed to pay us $25,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to
a separate agreement.
At
the date of this filing, all 2014 clients with the exception of Your MD AS and Precious Cells International Limited are considered
to be ongoing clients.
OUR
BUSINESS IN 2015
1)
Advanced Imaging Projects LLC.
Advanced
Imaging Projects LLC. (“AIP”), based in Florida, is a clinical stage specialty biopharmaceutical company that develops
medicines for prevention, diagnosis and treatment of rare diseases in oncology, neurology and infectious diseases. Its mission
is to make a meaningful difference to those impacted by maladies for which there are limited or no curative options. AIP has an
industry-leading pipeline of promising new drugs that have the potential to treat Parkinson’s disease, Tuberculosis and
Cancer. These products make fundamental contributions to medical progress and form an integral part of the companion diagnostic,
individualized immunotherapy and orphan drug arsenal, among the fastest growing and most successful segments in the pharmaceutical
sector.
We
have contracted to provide AIP with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
AIP
agreed to pay us a cash success fee on any capital funding raised and a further success equity fee based on AIP’s issued
and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate
agreement.
2)
Energy Equity Resources (Norway) Limited.
Energy
Equity Resources (Norway) Limited (“EER”) is an oil and gas company that is focused on the acquisition and development
of concessions in proven hydrocarbon provinces in Nigeria.
We
have contracted to provide EER with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
EER
agreed to pay us a $30,000 cash fee and a 1.5% cash success fee on any capital funding raised and a further 2.5% success equity
fee based on EER’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange
will be subject to a separate agreement.
3)
Hoqool Petroleum.
Hoqool
Petroleum (“HOQ”) is an independent oil and gas exploration and production company, incorporated in the Kingdom of
Bahrain. Hoqool is an Arabic word that means fields and particularly oil and gas fields. Hoqool was established in 2010. The founders
combine vast and deeply rooted leaders who are experienced, knowledgeable and well recognized, both locally and internationally,
covering the upstream sector of the oil and gas with more than 175 years of experience.
We
have contracted to provide HOQ with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
HOQ
agreed to pay us a 1.5% cash success fee on any capital funding raised and a further 10% success equity fee based on the company
issued and outstanding shares post capital funding. A possible listing on a recognized stock exchange will be subject to a separate
agreement.
4)
INSCX Exchange (Central Clearing) Limited.
INSCX
Exchange (Central Clearing) Limited. (“Exchange” or “INSCX”) is the world’s first Nano-technology
commodities exchange for the guaranteed physical delivery of Nano-Tech and other specialist materials, such as Polymers, Base
Oils and Titanium Dioxide, more traditional materials where the exchange offers the only physical delivery hedging tool for producers
and end users. INSCX offers the only global track and trade reporting system for engineered nanomaterials. The Exchange offers
a highly effective, secure, regulatory and compliant framework for the emerging Nano-Tech industry. Commissioned by Lloyds (Bank)
of London in 2010, INSCX is proving pivotal to enabling insurers to engage fully with upstream and downstream interest in this
broad suite of materials.
We
have contracted to provide INSCX with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a possible listing of the company´s shares on a recognized stock exchange. |
INSCX
agreed to pay us a $60,000 non-refundable cash fee and also a 5% cash success fee on any capital funding raised and a further
3% success equity fee based on INSCX’s issued and outstanding shares, post capital funding. A possible listing on a recognized
stock exchange will be subject to a separate agreement.
5)
International FIM SRL.
International
FIM SRL is a reputable Italian automotive parts manufacturer based in Bergamo (Milan, Italy). The company has a 17,000 square
meter (153,000 square feet) factory located in Bergamo (Milan, Italy) just 100 miles north of Maranello (Modena) where Ferrari
has its headquarters and employs over 180 people that manufacture automotive parts such as engine covers, front grills, wheel
caps, emblems for the front hood, decorative emblems, airbag emblems, door emblems, instrument panels and chrome parts for the
interior and exterior of cars along with many more items. The Company, previous called Lupini Targhe SPA, has been in operation
since the 1960´s and has an impressive client list that varies from luxury brand names such as Lamborghini, Ferrari, Maserati,
Porsche and Bentley to more common brand names such as General Motors, Ford, Alfa Romeo, Jaguar, Land Rover, BMW, Volkswagen,
Fiat (Abarth), Audi, Skoda and many more.
We
have contracted to provide FIM with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
FIM
agreed to pay us a 10% cash success fee on any capital funding raised and a further 10% success equity fee based on International
FIM SRL’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be
subject to a separate agreement.
6)
Primesite Developments Limited.
Primesite
Developments Limited and its subsidiaries (“PS”), is a commercial and residential property development group based
in the North West of England (United Kingdom).
We
have contracted to provide PS with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a listing of the company´s shares on the NASDAQ OTCQB. |
PS
agreed to pay us a $300,000 cash fee and also a 5% equity fee. To date the company has paid us $150,000 and has issued us 5,606,521
common shares and a further 450,000 Series “A” preferred shares.
7)
Quartal Financial Solutions AG.
Quartal
Financial Solutions AG (“QFS”) a Zurich - Switzerland based Financial Technology Company. QFS is a market leading
Financial Technology software company providing specialized financial solutions to the global financial and insurance industry.
Their suite of products focuses on complex fee billing, revenue, commission, expense management and sophisticated high end reporting
for global asset managers, banks, brokers, custodians, fund administrators, insurance companies, transfer agents and capital market
firms.
We
have contracted to provide QFS with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a listing of the company´s shares on the NASDAQ OTCQB. |
QFS
agreed to pay us a $300,000 cash fee. QFS also agreed to pay us a 5% equity fee and a further 3% cash success fee based on the
capital funding QFS raises. To date, QFS has paid us $150,000 and has issued us with 5% of QFS’ issued and outstanding shares.
8)
TAM Mining Limited.
TAM
Mining Limited is a North East African natural resources company.
We
have contracted to provide TAM with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
TAM
agreed to pay us a $60,000 non-refundable cash fee.
We
have three distinct divisions (none of which will be treated as a segment for financial reporting purposes):
1.
Introducers Network. We have developed and continue to develop a number of finance professionals, accountants, attorneys
and financial advisers who will introduce us to their clients. We will review businesses introduced to us through these introducers
and we will compensate them on sum “to be determined” based on the event that we are engaged to assist the companies
they introduce to us.
2.
Project Review. Our management team and advisors will carefully review and vet each business plan and opportunity submitted
to us. Our management team and advisors will determine which services we can offer these clients and assess the potential propositions
to best assist our clients in achieving their goals.
3.
Placing. Working with our business associates in Dubai, Europe and the United States, we will use our best efforts to assist
our clients with listings on stock exchanges in these cities and countries in order to maximize their exposure to capital markets
and to access funding via debt and equity offerings.
FUTURE
PLANS
MILESTONES
FOR 2016:
Our
specific plan of operations and milestones through March 2017 are as follows:
To
date we have 15 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange
or seeking funding for acquisition and growth:
|
Client: |
|
Sector: |
|
|
|
|
1 |
Regis
Card Group Limited |
|
Prepaid
cards and payment services |
|
|
|
|
2 |
Arrow
Cars International Inc. |
|
Long
term car rental |
|
|
|
|
3 |
Medinas
Holdings BV |
|
Therapeutical
stomach cancer treatment |
|
|
|
|
4 |
Duo
World Inc. |
|
Software
development and integration |
|
|
|
|
5 |
VT
Hydrocarbon Holdings (Pte.) |
|
LNG
Gas storage |
|
|
|
|
6 |
Authenta
Trade |
|
Bitcoin |
|
|
|
|
7 |
ATC
Enterprises DMCC |
|
Diamonds |
|
|
|
|
8 |
Unii
Limited |
|
Mobile
Applications such as “Fling” |
|
|
|
|
9 |
Energy
Equity Resources (Norway) Limited |
|
Natural
resources |
|
|
|
|
10 |
Scandinavian
AgriTex Co. Limited |
|
Cotton
and clothing industry |
|
|
|
|
11 |
Tam
Mining Limited |
|
Natural
resources |
|
|
|
|
12 |
Primesite
Developments Limited |
|
Residential
and commercial Development |
|
|
|
|
13 |
International
FIM SRL |
|
Manufacturing
of automotive car parts |
|
|
|
|
14 |
INSCX
Exchange Limited |
|
Nano-technology
exchange |
|
|
|
|
15 |
Quartal
Financial Solutions AG |
|
Financial
Technology |
|
1) |
DEVELOP
THE INTRODUCER NETWORK FURTHER AND IN HOPES OF ATTRACTING NEW INTEREST FOR OUR SERVICES. |
We
currently are relying on introductions to potential clients by the following firms in the Middle East, South East Asia, Europe
and the US:
|
● |
Certain
registered investment houses and funds in London (United Kingdom) |
|
|
|
|
● |
An
Austrian management consultancy firm based in Vienna (Austria) |
|
|
|
|
● |
Various
investment banks based in Dubai (UAE) |
|
|
|
|
● |
Certain
Private Banks based in Amsterdam (Holland), Luxembourg (Luxembourg) and Zurich in Switzerland |
|
|
|
|
● |
Various
family offices in Dubai (UAE) |
|
|
|
|
● |
Various
introducers to Capital based on the East and West coast of the US |
|
|
|
|
● |
Various
introducers to Capital based in South East Asia |
|
|
|
|
● |
Yemon
(Pvt.) Limited – An introducer of new business based in Sri Lanka |
|
|
|
|
● |
MEPEX
– A Bahrain Oil and Gas exhibit with over 280 members |
|
|
|
|
● |
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.
|
4) |
SOUTH
EAST ASIAN EXPANSION |
We
will continue to establish a firm presence in South East Asia where we are attracting clients, relationships and awareness.
|
5) |
OPEN
AN OFFICE IN THE US. |
Within
the next 12 months, we plan to open an office on the east coast of the USA in order to substantially expand our network of introducers
to new business and also professionals and consultants.
|
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:
|
● |
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. |
|
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.
|
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.
|
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.
|
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.
|
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.
COMPETITION
We
face intense competition in every aspect of our business, and particularly from other firms which offer management, compliance
and other consulting services to private and public companies. We would prefer to accept a relatively low cash component as our
fee for management consulting and regulatory compliance services and take a greater portion of our fee in the form of restricted
shares of our private clients’ common stock. We also face competition from a large number of consulting firms, investment
banks, venture capitalists, merchant banks, financial advisors and other management consulting and regulatory compliance services
firms similar to ours. Many of our competitors have greater financial and management resources and some have greater market recognition
than we do.
REGULATORY
REQUIREMENTS.
We
are not required to obtain any special licenses, nor meet any special regulatory requirements before establishing our business,
other than a simple business license. If new government regulations, laws, or licensing requirements are passed that would restrict
or eliminate delivery of any of our intended products, then our business may suffer. Presently, to the best of our knowledge,
no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future that would reasonably
be expected to have a material impact on or sales, revenues, or income from our business operations.
We
are not a broker-dealer. We are not an investment adviser or an investment company. We are not a hedge fund or a mutual fund or
any similar type of fund. We are primarily an operating business that offers and performs corporate consultancy services.
EFFECT
OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS.
The
Company’s common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“1934 Act”).
As a result of such registration, the Company is subject to Regulation 14A of the “1934 Act,” which regulates proxy
solicitations. Section 14(a) requires all companies with securities registered pursuant to Section 12(g) thereof to comply with
the rules and regulations of the Commission regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to
stockholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to
provide its stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information
must be submitted to the Commission at least 10 days prior to the date that definitive copies of this information are forwarded
to stockholders.
The
Company is also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Commission on a regular
basis, and will be required to disclose certain events in a timely manner, (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report
on Form 8-K.
WE
ARE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002. IF WE ARE UNABLE TO TIMELY COMPLY WITH SECTION
404 OR IF THE COSTS RELATED TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF OPERATIONS AND FINANCIAL
CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED.
The
Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we document
and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures
for the 2015 and 2016 fiscal years. We are currently evaluating our existing controls against the standards adopted by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). During the course of our ongoing evaluation and integration of
the internal controls of our business, we may identify areas requiring improvement, and we may have to design enhanced processes
and controls to address issues identified through this review (see Item 9A, below for a discussion of our internal controls and
procedures).
We
believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and
operational changes caused by the need to comply with the requirement of Section 404 of the Sarbanes-Oxley Act could be significant.
If the time and costs associated with such compliance exceed our current expectations, our results of operations and the future
filings of our Company could be materially adversely affected.
DEPENDENCE
ON KEY EMPLOYEES.
The
Company is heavily dependent on the ability of our President, Peter Smith, our Chief Financial Officer, Enzo Taddei and our New
Business Managing Director, Patrick V. Dolan. The loss of the services of Mr. Smith, Mr. Taddei or Mr. Dolan would seriously undermine
our ability to carry out our business plan.
In
the event of future growth in administration, marketing, manufacturing and customer support functions, the Company may have to
increase the depth and experience of its management team by adding new members. The Company’s success will depend to a large
degree upon the active participation of its key officers and employees, as well as the continued service of its key management
personnel and its ability to identify, hire, and retain additional qualified personnel. There can be no assurance that the Company
will be able to recruit such qualified personnel to enable it to conduct its proposed business successfully.
REPORTS
TO SECURITY HOLDERS.
The
public may view and obtain copies of the Company’s reports, as filed with the Securities and Exchange Commission, at the
SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the Public Reference
Room is available by calling the SEC at 1-800-SEC-0330 1-800-SEC-0330 FREE. Additionally, copies of the Company’s reports
are available and can be accessed and downloaded via the internet on the SEC’s internet site at http://www.sec.gov.
ITEM
1A. RISK FACTORS.
An
investment in our Common Stock involves a high degree of risk. Prospective investors should carefully consider the following risk
factors and the other information in this Annual Report and in our other filings with the SEC before investing in our Common Stock.
Our business and results of operations could be seriously harmed by any of the following risks. You should carefully consider
the risks described below, the other information in this Annual Report and the documents incorporated by reference herein when
evaluating our Company and our business. If any of the following risks actually occurs, our business could be harmed. In such
case, the trading price of our Common Stock could decline and investors could lose all or a part of the money paid for our Common
Stock.
INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING RISKS ACTUALLY MATERIALIZES, OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS WOULD SUFFER AND OUR SHAREHOLDERS COULD LOSE ALL OR PART OF THEIR INVESTMENT IN OUR SHARES.
RISKS
ASSOCIATED WITH OUR COMPANY
BECAUSE
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN THAT CASE
INVESTORS COULD LOSE THEIR INVESTMENTS IN OUR COMMON STOCK.
Our
auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business
for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about
our ability to continue in business. As such, we may have to cease operations and you could lose your investment.
WE
ARE AN “EMERGING GROWTH COMPANY” AND WE CANNOT BE CERTAIN IF WE WILL BE ABLE TO MAINTAIN SUCH STATUS OR IF THE REDUCED
DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 or “JOBS Act,”
and we may adopt certain exemptions from various reporting requirements that are applicable to other public companies that are
not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive
and stockholder approval of any golden parachute payments not previously approved. We may remain an “emerging growth company”
for up to five full fiscal years following our initial public offering. We would cease to be an emerging growth company, and,
therefore, ineligible to rely on the above exemptions, if we have more than $1 billion in annual revenue in a fiscal year, if
we issue more than $1 billion of non-convertible debt over a three-year period, or if we have more than $700 million in market
value of our common stock held by non-affiliates as of June 30 in the fiscal year before the end of the five full fiscal years.
Additionally, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
If some investors find our common stock less attractive as a result of our reduced disclosures, there may be less active trading
in our common stock (assuming a market ever develops) and our stock price may be more volatile.
AS
A RESULT OF OUR INTENSELY COMPETITIVE INDUSTRY, WE MAY NOT GAIN ENOUGH MARKET SHARE TO BE PROFITABLE.
The
corporate consulting business is intensely competitive and due to our small size and limited resources, we may be at a competitive
disadvantage, especially as a public company. There are several firms offering similar services. Many of our competitors have
proven track records and substantial human and financial resources, as opposed to our Company which has limited human resources
and little cash. Also, the financial burden of being a public company, which will cost us approximately $50,000 per year in auditing
fees and legal fees to comply with our reporting obligations under the Securities Exchange Act of 1934 and compliance with the
Sarbanes-Oxley Act of 2002, will strain our finances and stretch our human resources to the extent that we may have to price our
Consultancy service fees higher than our non-publicly held competitors just to cover the costs of being a public company.
WE
ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS WHICH MAY NEGATIVELY AFFECT OUR PROFITABILITY AND ABILITY TO CARRY OUT OUR BUSINESS
PLAN.
We
are currently in a severe worldwide economic recession. Runaway deficit spending by the United States government and other countries
further exacerbates the United States and worldwide economic climate and may delay or possibly deepen the current recession. Currently,
a lot of economic indicators such as rising commodity prices suggest higher inflation, dwindling consumer confidence and substantially
higher taxes. Demand for the services we offer tends to decline during recessionary periods when disposable revenue is lower and
may impact sales of our services. In addition, sudden disruptions in business conditions as a result of a terrorist attack similar
to the events of September 11, 2001, including further attacks, retaliation and the threat of further attacks or retaliation,
war, civil unrest in the Middle East, adverse weather conditions or other natural disasters, such as Hurricane Katrina, pandemic
situations or large scale power outages can have a short term or, sometimes, long term impact on spending. The worldwide recession
is placing severe constraints on the ability of all companies, particularly smaller ones, to raise capital, borrow money, and
operate effectively and profitably and to plan for the future.
BECAUSE
OUR BUSINESS MODEL ANTICIPATES OUR RECEIVING EQUITY STAKES IN OUR CLIENTS, MOST OF WHOM WILL BE DEVELOPMENT STAGE COMPANIES, WE
MAY NOT BE ABLE TO RESELL SUCH EQUITY AT SUITABLE PRICES, IF AT ALL, WHICH COULD MATERIALLY IMPACT OUR EARNINGS AND ABILITY TO
REMAIN IN BUSINESS.
Our
business model anticipates that we will receive, as partial compensation for our consulting services, equity stakes in our clients,
many of whom will be development stage companies. We will have to value those equity stakes at the time we receive them. Investments
in development stage companies are risky because many of such companies’ securities are illiquid, thinly traded (if at all)
and the value of such securities will be subject to adjustments should the value of such securities decline, should such securities
be delisted from an exchange or cease being quoted on a stock quotation medium or should such businesses fail, which could cause
us to write-down or write-off the value of such securities and result in a negative impact to our earnings and possibly cause
us to cease or curtail our operations.
WE
MAY BE SUBJECT TO FURTHER GOVERNMENTAL REGULATION, INCLUDING THE INVESTMENT COMPANY ACT OF 1940, WHICH COULD ADVERSELY AFFECT
OUR OPERATIONS.
As
part of our business model, GEP accepts equity securities in our clients as partial compensation for our services. Prior to 2012,
40% or more of our income was derived from the receipt of equity securities and more than 40% of our assets were comprised of
equity securities that we received in exchange for some of our services. In 2012, only 9.85% of our income was derived from the
receipt of equity securities. As of December 31, 2013, 1.00% of our assets were comprised of equity securities. As of December
31, 2014, 3.69% of our assets were comprised of equity securities. As of December 31, 2015, 94.42% of our assets were comprised
of equity securities.
Although
we do not believe we are engaged in the business of investing, reinvesting or trading in securities, and we do not currently hold
ourselves out to the public as being engaged in those activities, it is possible that we may be deemed to be an “inadvertent
investment company” under section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (“ICA”), if more
than 40% of our future income and/or more than 40% of our assets are derived from “investment securities” (as defined
in the ICA), and if we are deemed to be, or perceived to be, primarily engaged in the business of investing, reinvesting or trading
in securities.
If
we were deemed or found to be an investment company by the Securities and Exchange Commission or a court of law, then we would
face dire consequences and a maze of additional regulatory obligations. For example, registered investment companies are subject
to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital
structure, dividends and transactions with affiliates. If it were established that we are an unregistered investment company,
there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive
relief, or both, in an action by the SEC, that we would be unable to enforce contracts with third parties or that third parties
with whom we have contracts could seek to obtain rescission of transactions with us undertaken during the period it was established
that we were an unregistered investment company.
WE
COULD BE SUBJECT TO THE INVESTMENT ADVISERS ACT OF 1940, WHICH WOULD BE DETRIMENTAL TO OUR BUSINESS.
Although
we do not believe we are engaged in the investment advisory business and we do not hold ourselves out to be investment advisers,
it is possible that the SEC could deem or find us to be an unregistered investment adviser due to the types of consulting services
offered by us. If we were deemed or found to be an investment adviser by the Securities and Exchange Commission or a court of
law, then we would face dire consequences and a maze of additional regulatory obligations. For example, registered investment
advisers are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods,
fees, management, capital structure, dividends and transactions with affiliates. If it were established that we are an unregistered
investment adviser, there would be a risk, among other material adverse consequences, that we could be become subject to monetary
penalties or injunctive relief, or both, in an action by the SEC, that we would be unable to enforce contracts with third parties
or that third parties with whom we have contracts could seek to obtain rescission of transactions with us undertaken during the
period it was established that we were an unregistered investment adviser.
OUR
SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING, FUND OUR OPERATIONS AND SATISFY OUR OBLIGATIONS
THROUGH ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.
We will likely have to
issue additional shares of our Common Stock to fund our operations and to implement our plan of operation. Wherever possible,
our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the
non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action
or vote of the shareholders, to issue all or part of the remaining 173,834,027 authorized shares of our common stock net of the
issued and reserved of 776,165,973 and 50,000,000 respectively. Future issuances of shares of our common stock will result in
dilution of the ownership interests of existing shareholders, may further dilute common stock book value and that dilution may
be material.
FINRA
SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.
The
FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds
for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial
status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there
is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of
reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees
for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may
limit your ability to buy and sell our stock.
OUR
ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
Our
Articles of Incorporation authorize the issuance of up to 50,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock.
We
have no preferred stock outstanding at this time.
THIS
ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.
These
forward-looking statements in this Annual Report are based on the beliefs of our management, as well as assumptions made by and
information currently available to our management. When used in this Annual Report, the words “estimate,” “project,”
“believe,” “anticipate,” “intend,” “expect” and similar expressions are intended
to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject
to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking
statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of
this Annual Report. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.
ITEM
1B. UNRESOLVED STAFF COMMENTS.
Not
applicable.
ITEM
2. PROPERTIES.
The
Company does not own any property. Our executive offices are located at X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai,
U.A.E.; this office consists of 1,400 square feet of office space for which we pay a monthly rent of $2,675. We also have a satellite-serviced
office located in London based in another office in Level 17 Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom.
Peter J. Smith, our President and Chief Executive Office, is based in Dubai, and Enzo Taddei, our Chief Financial Officer, is
based between Europe and Dubai.
ITEM
3. LEGAL PROCEEDINGS.
On October 9, 2013, the
Company secured a two month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to
the lender, The Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest.
As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000
restricted shares of common stock in consideration for a five month extension on the loan. This stock compensation was issued
to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation
loan.
The plaintiff, the Able
Foundation, is requesting a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in
2015 as a provision for potential damages.
On, June 1, 2015, the
Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently, there
is a judgment against the Company (the defendant) for the recovery of $411,272.
The Company’s Dubai
lawyers, Al Safar & Partners, have subsequently appealed this judgement based on the fact that they believe from a legal stand
point that:
| 1) | the
Company (the defendant) has not been heard, which is a violation of the fundamental principle
of law “Audi Alteram Partem”. |
| 2) | there
is no legal existence of Global Equity Partners Plc. in Dubai as it is a Republic of
Seychelles corporation; hence, the Courts of Dubai have no jurisdiction in the matter. |
According to the Dubai
lawyers, the judgement issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and void
therefore the Plaintiff´s claim should be rejected in its entirety.
These legal proceedings
and appeal are currently ongoing. The Company intends to vigorously defend the litigation. At this time, the Company cannot predict
the outcome of the litigation.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
As
of December 31, 2015, the Company’s Common Stock was quoted on the Over-the-Counter Bulletin Board under the symbol “GEQU.OB.”
The market for the Company’s Common Stock is limited, volatile and sporadic and the price of the Company’s Common
Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading
volume, sales of Common Stock by officers, directors and principal shareholders of the Company, general market trends, changes
in the supply and demand for the Company’s shares, and other factors. The following table sets forth the high and low sales
prices for each quarter relating to the Company’s Common Stock for the last two fiscal years. These quotations reflect inter-dealer
prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.
Fiscal 2015 | |
High | | |
Low | |
First Quarter(1) | |
$ | 0.009 | | |
$ | 0.002 | |
Second Quarter (1) | |
$ | 0.003 | | |
$ | 0.001 | |
Third Quarter(1) | |
$ | 0.008 | | |
$ | 0.002 | |
Fourth Quarter (1) | |
$ | 0.045 | | |
$ | 0.01 | |
Fiscal 2014 | |
High | | |
Low | |
First Quarter(1) | |
$ | 0.37 | | |
$ | 0.08 | |
Second Quarter(1) | |
$ | 0.28 | | |
$ | 0.05 | |
Third Quarter(1) | |
$ | 0.22 | | |
$ | 0.14 | |
Fourth Quarter (1) | |
$ | 0.35 | | |
$ | 0.008 | |
|
(1) |
This
represents the closing bid information for the stock on the OTC Bulletin Board. The bid and ask quotations represent prices
between dealers and do not include retail markup, markdown or commission. They do not represent actual transactions and have
not been adjusted for stock dividends or splits. |
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for
purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or
dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny
stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination
that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market,
which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that
the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Shareholders
should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker
dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated
to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence
of these patterns or practices could increase the volatility of our share price.
Our
management is aware of the abuses that have occurred historically in the penny stock market.
HOLDERS.
As of the date of this filing, there were 82 record holders of the 776,165,973 shares of the Company’s issued and outstanding
Common Stock.
DIVIDENDS.
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable
future. It is the present intention of management to utilize all available funds for the development of the Company’s business.
RECENT
ISSUANCES OF UNREGISTERED SECURITIES
SECURITIES
ISSUED IN 2013
On
February 15, 2013, the Company issued 100,000 common restricted shares at $.80 to Tricon Holdings Limited in exchange of $80,000
of marketing services rendered to the Company.
On
March 12, 2013, the Company issued 75,000 common restricted shares at $1.10 to Tempest Holdings Limited in exchange of $82,500
of services rendered in the form of introductions of various new clients to the Company.
On
April 5, 2013, the Company issued 150,000 common restricted shares at $.95 to Tricon Holdings Limited in exchange of $142,500
of marketing services rendered to the Company.
On
April 5, 2013, the Company issued 500,000 common restricted shares at $.25 to Caro Capital Inc. in exchange of $125,000 of invest
relations services rendered to the Company.
On
April 15, 2013, the Company issued 25,000 common restricted shares at $.55 to Philip Brooks in exchange of $13,750 of services
rendered to the Company.
On
April 24, 2013, the Company issued 150,000 common restricted shares at $.29 to Robert Sullivan in exchange of $43,500 of marketing
and radio advertisement services rendered to the Company.
On
May 3, 2013, an investor, Piquerel Investment Limited, subscribed for 10,000 common restricted shares at $.60.
On
May 17, 2013, the Company issued 40,000 common restricted shares at $.17 to Scott Suckling in exchange of $6,800 of services rendered
in the form of introduction of a new client to the Company.
On
May 17, 2013, the Company issued 99,385 common restricted shares at $.17 to ME Biz Limited in exchange of $16,972 of services
rendered in the form of introduction of a new client to the Company.
In
October through December 2013, the Company issued 30,000 common restricted shares to the beneficiary of The Able Foundation (Mr.
Robert Luke Hague) as an interest payment for a loan $120,420 signed on October 9, 2013. The stock issued was valued for a total
cost of $3,900 at an average of $0.13.
From
January, 2013 through December, 2013, the Company issued 120,000 common restricted shares to Tempest Holdings Limited in exchange
of a twelve month consultancy agreement that began on January 1, 2013. The stock issue was valued at $50,400 at an average of
$0.42 over the twelve month life of the contract.
On
December 12, 2013 the Company issued 10,000 common restricted shares at $.12 to Zara V. Clark in exchange of $1,200 of services
rendered to the Company.
On
December 12, 2013 the Company issued 100,000 common restricted shares at $.12 to Michael Paul Duff in exchange of $12,000 of marketing
services rendered to the Company in the United Kingdom.
On
December 12, 2013 the Company issued 450,000 Series “A” preferred shares to the Company’s CFO (200,000), CEO
(200,000) and one employee (50,000) having a fair value of $540,000 ($0.12 per share), based upon the fair value of the services
rendered, which represented the best evidence of fair value.
SECURITIES
ISSUED IN 2014
On March 17, 2014, the
Company issued 295,567 shares of restricted common stock at $.04 per share to Asher Enterprises, Inc. upon conversion of debt
valued at $12,000. The conversion was at a discount to market value of the common stock.
On
April 1, 2014, the Company issued 501,149 shares of restricted common stock at $.22 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $109,819. The conversion was at a discount to market value of the common stock.
On
April 22, 2014, the Company issued 165,000 shares of restricted common stock at $.05 per share to Robert Hasnain in exchange for
$8,250 of services rendered to the Company. Common stock issued at market price on April 22, 2014.
On
July 22, 2014, the Company issued 115,000 shares of restricted common stock at $.15 per share to Robert Hasnain in exchange for
$17,250 of services rendered to the Company. Common stock issued at market price on July 22, 2014.
On
July 22, 2014, the Company issued 50,000 shares of restricted common stock at $.15 per share to Susan Smith in exchange for $7,500
of services rendered to the Company. Common stock issued at market price on July 22, 2014.
On
July 22, 2014, the Company issued 12,500 shares of restricted common stock at $.15 per share to Julian Ainsby in exchange for
$1,875 of services rendered to the Company. Common stock issued at market price on July 22, 2014.
On
July 22, 2014, the Company issued 276,000 shares of restricted common stock at $.15 per share to Colin Copeland in exchange for
$41,400 of services rendered to the Company. Common stock issued at market price on July 22, 2014.
On
August 4, 2014, the Company issued 200,000 shares of restricted common stock at $.15 per share to Martin E. Janis and Company,
Inc. in exchange for $30,000 of services rendered to the Company. Common stock issued at market price on August 4, 2014.
On
September 19, 2014, the Company issued 500,000 shares of restricted common stock at $.16 per share to Patrick Dolan, the Company’s
New Business Director, as a salary bonus.
On
October 2, 2014, the Company issued 86,207 shares of restricted common stock at $.093 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $16,379. The conversion was at a discount to market value of the common stock.
On
October 17, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $23,406. The conversion was at a discount to market value of the common stock.
On
October 21, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $19,505. The conversion was at a discount to market value of the common stock.
October
27, 2014, the Company issued 162,543 shares of restricted common stock at $.029 per share to Asher Enterprises, Inc. upon conversion
of debt valued at $18,530. The conversion was at a discount to market value of the common stock.
On
November 6, 2014, the Company issued 18,498 shares of restricted common stock at $.054 per share to Adar Bay, LLC upon conversion
of debt valued at $2,109. The conversion was at a discount to market value of the common stock.
On
December 1, 2014, the Company issued 517,241 shares of restricted common stock at $.023 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $39,828. The conversion was at a discount to market value of the common stock.
On
December 1, 2014, the Company issued 902,155 shares of restricted common stock at $.021 per share to Asher Enterprises, Inc. upon
conversion of debt valued at $315,754. The conversion was at a discount to market value of the common stock.
On
December 2, 2014, the Company issued 500,000 shares of restricted common stock at $.024 per share to Adar Bay, LLC upon conversion
of debt valued at $42,200. The conversion was at a discount to market value of the common stock.
On December 16, 2014,
the Company issued 600,000 shares of restricted common stock at $.013 per share to JMJ Financial upon conversion of debt valued
at $7,500.
SECURITIES
ISSUED IN 2015
On
January 5, 2015, the Company issued 1,600,000 shares of restricted common stock valued at a fair value of $0.0065 per share or
$10,400 to JMJ Financial upon conversion of $4,400 of debt.
On
January 12, 2015, the Company issued 639,403 shares of restricted common stock valued at a fair value of $0.005 per share or $3,197
to LG Capital LLC upon conversion of $2,110 of debt and accrued interest.
On
January 21, 2015, the Company issued 2,287,582 shares of restricted common stock valued at a fair value of $0.0057 per share or
$13,039 to Adar Bay, LLC upon conversion of $7,000 of debt. The conversion was at a discount to market value of the common stock.
On
January 21, 2015, the Company issued 1,056,986 shares of restricted common stock valued at a fair value of $0.0057 per share or
$6,025 to LG Capital LLC upon conversion of $3,171 of debt and accrued interest.
On
January 21, 2015, the Company issued 1,680,000 shares of restricted common stock valued at a fair value of $0.0057 per share or
$9,576 to JMJ Financial upon conversion of $4,200 of debt.
On
February 10, 2015, the Company issued 1,809,000 shares of restricted common stock valued at a fair value of $0.0026 per share
or $4,703 to JMJ Financial upon conversion of $1,809 of debt.
On
February 12, 2015, the Company issued 1,636,958 shares of restricted common stock valued at a fair value of $0.0067 per share
or $10,968 to LG Capital LLC upon conversion of $1,964 of debt and accrued interest.
On
February 25, 2015, the Company issued 2,318,841 shares of restricted common stock valued at a fair value of $0.0027 per share
or $6,261 to Adar Bay, LLC upon conversion of $3,200 of debt. The conversion was at a discount to market value of the common stock.
On
February 26, 2015, the Company issued 1,800,000 shares of restricted common stock valued at a fair value of $0.0035 per share
or $6,300 to JMJ Financial upon conversion of $1,800 of debt.
On
March 12, 2015, the Company issued 2,391,304 shares of restricted common stock valued at a fair value of $0.003 per share or $7,174
to Adar Bay, LLC upon conversion of $3,300 of debt. The conversion was at a discount to market value of the common stock.
On
March 13, 2015, the Company issued 1,808,000 shares of restricted common stock valued at a fair value of $0.0038 per share or
$6,870 to JMJ Financial upon conversion of $1,808 of debt.
On
March 16, 2015, the Company issued 2,532,051 shares of restricted common stock valued at a fair value of $0.004 per share or $10,128
to Adar Bay, LLC upon conversion of $3,950 of debt. The conversion was at a discount to market value of the common stock.
On
March 17, 2015, the Company issued 1,669,013 shares of restricted common stock valued at a fair value of $0.0032 per share or
$5,341 to LG Capital LLC upon conversion of $2,453 of debt and accrued interest.
On
March 18, 2015, the Company issued 2,660,256 shares of restricted common stock valued at a fair value of $0.004 per share or $10,641
to Adar Bay, LLC upon conversion of $4,150 of debt. The conversion was at a discount to market value of the common stock.
On
March 23, 2015, the Company issued 1,807,000 shares of restricted common stock valued at a fair value of $0.0024 per share or
$4,337 to JMJ Financial upon conversion of $2,078 of debt.
On
March 23, 2015, the Company issued 3,100,000 shares of restricted common stock valued at a fair value of $0.0024 per share or
$7,440 to Adar Bay, LLC upon conversion of $4,650 debt. The conversion was at a discount to market value of the common stock.
On
March 25, 2015, the Company issued 2,974,430 shares of restricted common stock valued at a fair value of $0.0042 per share or
$12,493 to LG Capital LLC upon conversion of $4,283 of debt and accrued interest.
On
March 26, 2015, the Company issued 3,466,667 shares of restricted common stock valued at a fair value of $0.0038 per share or
$13,173 to Adar Bay, LLC upon conversion of $5,200 of debt. The conversion was at a discount to market value of the common stock.
On
March 30, 2015, the Company issued 3,033,333 shares of restricted common stock valued at a fair value of $0.0029 per share or
$8,797 to Adar Bay, LLC upon conversion of $4,550 of debt. The conversion was at a discount to market value of the common stock.
On
March 31, 2015, the Company issued 2,780,053 shares of restricted common stock valued at a fair value of $0.0026 per share or
$7,228 to Adar Bay, LLC upon conversion of $4,170 of debt and accrued interest. The conversion was at a discount to market value
of the common stock.
On
April 14, 2015, the Company issued 3,958,000 shares of restricted common stock valued at a fair value of $0.0025 per share or
$9,895 to JMJ Financial upon conversion of $3,166 of debt.
On
April 15, 2015, the Company issued 3,923,747 shares of restricted common stock valued at a fair value of $0.0028 per share or
10,986 to LG Capital LLC upon conversion of $4,355 of debt and accrued interest.
On
April 23, 2015, the Company issued 3,957,000 shares of restricted common stock valued at a fair value of $0.0023 per share or
$9,101 to JMJ Financial upon conversion of $3,166 of debt.
On
April 24, 2015, the Company issued 3,923,151 shares of restricted common stock valued at a fair value of $0.0033 per share or
$12,946 to LG Capital LLC upon conversion of $3,884 of debt and accrued interest.
On
May 5, 2015, the Company issued 3,925,458 shares of restricted common stock valued at a fair value of $0.0017 per share or $6,673
to LG Capital LLC upon conversion of $3,768 of debt and accrued interest.
On
May 11, 2015, the Company issued 3,956,000 shares of restricted common stock valued at a fair value of $0.0024 per share or $9,494
to JMJ Financial upon conversion of $2,967 of debt.
On
May 11, 2015, the Company issued 4,881,822 shares of restricted common stock valued at a fair value of $0.0024 per share or $11,716
to LG Capital LLC upon conversion of $4,687 of debt and accrued interest.
On
May 15, 2015, the Company issued 5,380,000 shares of restricted common stock valued at a fair value of $0.0015 per share or $8,070
to JMJ Financial upon conversion of $3,766 of debt.
On
May 28, 2015, the Company issued 5,375,000 shares of restricted common stock valued at a fair value of $0.0013 per share or $6,988
to JMJ Financial upon conversion of $2,956 of debt.
On
June 3, 2015, the Company issued 5,379,000 shares of restricted common stock valued at a fair value of $0.0012 per share or $6,455
to JMJ Financial upon conversion of $2,690 of debt.
On
June 4, 2015, the Company issued 5,866,316 shares of restricted common stock valued at a fair value of $0.0011 per share or $6,453
to LG Capital LLC upon conversion of $3,520 of debt and accrued interest.
On
June 16, 2015, the Company issued 5,378,000 shares of restricted common stock valued at a fair value of $0.0010 per share or $5,378
to JMJ Financial upon conversion of $2,420 of debt.
On
June 16, 2015, the Company issued 5,377,000 shares of restricted common stock valued at a fair value of $0.0010 per share or $5,377
to JMJ Financial upon conversion of $2,420 of debt.
On
June 22, 2015, the Company issued 6,685,263 shares of restricted common stock valued at a fair value of $0.0012 per share or $8,022
to LG Capital LLC upon conversion of $3,811 of debt and accrued interest.
On
June 30, 2015, the Company issued 7,289,947 shares of restricted common stock valued at a fair value of $0.0015 per share or $10,935
to LG Capital LLC upon conversion of $4,155 of debt and accrued interest.
On
July 1, 2015, the Company issued 5,380,000 shares of restricted common stock valued at a fair value of $0.0015 per share or $8,070
to JMJ Financial upon conversion of $2,421 of debt.
On
July 8, 2015, the Company issued 126,451,613 shares of restricted common stock valued at a fair value of $0.0019 per share or
$240,258 to our Chief Executive Officer, Peter Smith, upon conversion of $98,000 of debt.
On
July 8, 2015, the Company issued 126,451,613 shares of restricted common stock valued at a fair value of $0.0019 per share to
or $240,258 our Chief Financial Officer, Enzo Taddei, upon conversion of $98,000 of debt.
On
July 9, 2015, the Company issued 20,500,000 shares of restricted common stock valued at a fair value of $0.0026 per share or $53,300
to JMJ Financial upon conversion of $9,225 of debt and accrued interest.
On
July 10, 2015, the Company issued 12,161,491 shares of restricted common stock valued at a fair value of $0.0039 per share or
$47,430 to LG Capital LLC upon conversion of $6,932 of debt and accrued interest.
On
July 16, 2015, the Company issued 8,649,175 shares of restricted common stock valued at a fair value of $0.004 per share or $34,597
to LG Capital LLC upon conversion of $4,930 of debt and accrued interest.
On
July 22, 2015, the Company issued 20,550,000 shares of restricted common stock valued at a fair value of $0.0054 per share or
$110,970 to JMJ Financial upon conversion of $9,248 of accrued interest.
On
August 6, 2015, the Company issued 7,619,129 shares of restricted common stock valued at a fair value of $0.0049 per share or
$37,334 to JMJ Financial upon conversion of $5,333 of accrued interest.
On
August 27, 2015, the Company issued 86,248,481 shares of restricted common stock valued at a fair value of $0.0064 per share or
$551,990 to our Chief Executive Officer, Peter Smith, upon conversion of $217,131 of debt and accrued interest.
On
August 27, 2015, the Company issued 42,127,492 shares of restricted common stock valued at a fair value of $0.0064 per share or
$269,616 to our Chief Executive Officer, Peter Smith, upon conversion of $106,056 of accrued salary.
On
August 27, 2015, the Company issued 69,076,922 shares of restricted common stock valued at a fair value of $0.0064 per share or
$442,092 to our Chief Financial Officer, Enzo Taddei, upon conversion of $173,901 of accrued salary.
On
August 27, 2015, the Company issued 25,638,914 shares of restricted common stock valued at a fair value of $0.0064 per share or
$164,089 to our Chief Financial Officer, Enzo Taddei, upon conversion of $64,546 of debt and accrued interest.
On
August 27, 2015, the Company issued 46,951,070 shares of restricted common stock valued at a fair value of $0.0064 per share or
$300,487 to our New Business Development Managing Director, Patrick V. Dolan, upon conversion of $118,199 of accrued salary.
On
September 9, 2015, the Company issued 5,500,000 shares of restricted common stock valued at a fair value of $0.014 per share or
$77,000 to Patrick Hobbs, upon conversion of $55,000 of accrued salary and commissions.
On
September 9, 2015, the Company issued 2,890,554 shares of restricted common stock valued at a fair value of $0.014 per share or
$40,468 to Michael Paul Duff, upon conversion of $42,202 of services provided to the Company.
On
September 10, 2015, the Company issued 10,749,000 shares of restricted common stock valued at a fair value of $0.0127 per share
or $136,512 to Colin Copeland, upon conversion of $79,000 of accrued salary.
On
October 16, 2015, the Company issued 1,000,000 shares of restricted common stock valued at a fair value of $0.0419 per share or
$41,900 to Charles Taylor, upon conversion of $40,000 of accrued salary.
On
December 1, 2015, the Company issued 750,000 shares of restricted common stock valued at a fair value of $0.0233 per share or
$17,475 to Moira Kelly, upon conversion of $30,000 of services provided to the Company.
On
December 4, 2015, the Company issued 500,000 shares of restricted common stock valued at a fair value of $0.0233 per share or
$11,650 to Proactive Capital Resources Group, upon conversion of $11,650 of services provided to the Company.
On
December 4, 2015, the Company issued 892,790 shares of restricted common stock valued at a fair value of $0.0233 per share or
$20,802 to Colin Copeland, upon conversion of $20,082 of accrued salary and expenses.
On
December 10, 2015, the Company issued 1,500,000 shares of restricted common stock valued at a fair value of $0.0284 per share
or $42,600 to Pilar Beatriz Tardon, upon conversion of $60,000 of services provided to the Company.
All
of the foregoing stock was issued in reliance on the exemption from registration requirements of the 33 Act provided by Section
4.(a)(2) of the 33 Act and/or the exclusion from registration requirements of the 33 Act provided by Regulation S promulgated
under the 33 Act.
ISSUER
REPURCHASES OF EQUITY SECURITIES
None.
ITEM
6. SELECTED FINANCIAL DATA.
Not
applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
CAUTIONARY
FORWARD - LOOKING STATEMENT
The
following discussion and analysis of the results of operations and financial condition of Global Equity International, Inc. should
be read in conjunction with our financial statements and related notes. References to “we,” “our,” or
“us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements
based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions..
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,”
“should,” “could,” and similar expressions to identify forward-looking statements.
Certain
matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:
|
● |
the
volatile and competitive nature of our industry, |
|
|
|
|
● |
the
uncertainties surrounding the rapidly evolving markets in which we compete, |
|
|
|
|
● |
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.
For
the years ended December 31, 2015 and 2014:
The
Company had revenues amounting to $3,313,356 and $515,000, respectively, for the years ended December 31, 2015 and 2014.
| |
December 31, 2015 | | |
December 31, 2014 | | |
Changes | |
| |
| | |
| | |
| |
Revenue | |
$ | 3,313,356 | | |
$ | 515,000 | | |
$ | 2,798,356 | |
| |
$ | 3,313,356 | | |
$ | 515,000 | | |
$ | 2,798,356 | |
The
total revenue for the year ended December 31, 2015 amounted to $3,313,356. The breakdown of this amount was as follows:
|
a) |
$865,500
in equity securities in a private company in exchange for services performed. The valuation was based on 3,460,000 common
shares at $0.25 per share and 500,000 preferred shares at $0.001 per share. |
|
|
|
|
b) |
$675,450
was received in equity securities in another private company in exchange for services performed. The valuation was based on
4,500,000 common shares at $0.15 per share and 450,000 preferred shares at $0.001 per share. $829,891 (75% of $1,106,521)
was also received in equity securities from this private company in exchange for services performed. The valuation was based
on 1,106,521 common shares at $1 per share. Remaining $276,630 (25% of $1,106,521) was recognized as deferred revenue as at
December 31, 2015. |
|
|
|
|
c) |
$262,015
was recognized as revenue from deferred revenue as we performed related services to the clients against payments received
in prior years. |
|
|
|
|
d) |
$680,500
was received in cash for services performed to our new clients during the year ended December 31, 2015. |
The
total revenue for the year ended December 31, 2014 amounted to $515,000. The breakdown of this amount was as follows:
|
a) |
During the year ended December
31, 2014 the Company received $730,015 of cash fees from eleven clients for services
to be rendered during the year 2014 and subsequent years. At December 31, 2014, the Company
recognized a total of $515,000 as revenue of which $297,000 was deferred revenue from
cash fees received in prior years.
|
For
the years ended December 31, 2015 and December 31, 2014, the Company had the following concentrations of revenues with customers:
Customer | |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
VTH | |
| 0 | % | |
| 3.88 | % |
AUT | |
| 0 | % | |
| 11.65 | % |
ATC | |
| 0 | % | |
| 5.83 | % |
PCI | |
| 0 | % | |
| 5.83 | % |
YMD | |
| 0 | % | |
| 4.85 | % |
IOA | |
| 0 | % | |
| 4.85 | % |
STV | |
| 0 | % | |
| 4.85 | % |
DSI | |
| 0 | % | |
| 22.33 | % |
SAC | |
| 1.81 | % | |
| 4.85 | % |
MHB | |
| 0.91 | % | |
| 19.42 | % |
UNI | |
| 6.10 | % | |
| 11.65 | % |
DUO | |
| 31.25 | % | |
| 0 | % |
TAM | |
| 1.81 | % | |
| 0 | % |
EER | |
| 0.91 | % | |
| 0 | % |
MGP | |
| 1.81 | % | |
| 0 | % |
PDI | |
| 49.96 | % | |
| 0 | % |
QFS | |
| 0.38 | % | |
| 0 | % |
INSCX | |
| 0.60 | % | |
| 0 | % |
ALP | |
| 4.46 | % | |
| 0 | % |
| |
| 100 | % | |
| 100 | % |
The
total operating expenditures amounted to $1,870,214 and $1,391,743, respectively, for the years ended December 31, 2015
and 2014, respectively. The following table sets forth the Company’s operating expenditure analysis for both years:
| |
December 31, 2015 | | |
December 31, 2014 | | |
Change | |
| |
| | |
| | |
| |
General and administrative expenses | |
$ | 454,859 | | |
$ | 314,095 | | |
$ | 140,764 | |
Salaries | |
| 1,071,999 | | |
| 816,323 | | |
| 255,676 | |
Professional services | |
| 332,105 | | |
| 254,953 | | |
| 77,152 | |
Depreciation | |
| 11,251 | | |
| 4,372 | | |
| 6,879 | |
Impairment of Financial Assets | |
| - | | |
| 2,000 | | |
| (2,000 | ) |
Total operating expenses | |
$ | 1,870,214 | | |
$ | 1.391,743 | | |
$ | 478,471 | |
Total
operating expenses increased by $478,471 as we had more legal and professional fees to pay on behalf of new clients during the
year ended December 31, 2015. We accrued $184,656 as provision for potential damages due to the ongoing litigation in the Dubai
Courts. We also had three more employees during the year ended December 31, 2015, which was the reason for an increase in salaries
expense.
The
net income / (loss) from operations for the years ended December 31, 2015 and 2014 was $1,443,142 and $(876,743), respectively.
The
Company´s other income and (expenses) for the years ended December 31, 2015 and 2014 was $(1,195,708) and $(1,345,386),
respectively.
| |
December 31, 2015 | | |
December 31, 2014 | | |
Change | |
| |
| | |
| | |
| |
Interest expense | |
$ | (337,106 | ) | |
$ | (608,973 | ) | |
$ | 271,867 | |
Finance charges | |
| (124,175 | ) | |
| - | | |
| (124,175 | ) |
Amortization of debt discount | |
| (355,253 | ) | |
| (299,535 | ) | |
| (55,718 | ) |
Loss on derivative liabilities | |
| (407,482 | ) | |
| (227,495 | ) | |
| (179,987 | ) |
Loss on conversion of notes and other liabilities | |
| (733,922 | ) | |
| (369,949 | ) | |
| (363,973 | ) |
Gain on settlement of debt | |
| 660,578 | | |
| 138,834 | | |
| 521,744 | |
Gain on debt extinguishment of other liabilities | |
| 116,921 | | |
| 22,486 | | |
| 94,435 | |
Bad debt expense | |
| (13,345 | ) | |
| - | | |
| (13,345 | ) |
Exchange rate loss | |
| (1,924 | ) | |
| (754 | ) | |
| (1,170 | ) |
Total other income (expense) | |
$ | (1,195,708 | ) | |
$ | (1,345,386 | ) | |
$ | 149,678 | |
Our
total other income (expense) mainly include amounts related to convertible loan notes which were fully converted into our common
stock during the year ended December 31, 2015. These note conversions caused an increase in amortization of debt discount and
loss on conversion of notes. Loss on derivative liabilities also increased due to the change in fair values of the derivative
liabilities at each conversion and reporting date. There was also a gain on debt extinguishment of other liabilities and gain
on settlement of liabilities. Gain on debt extinguishment of other liabilities included extinguishment of stock payable balance
amounting to $82,850 and $34,071 related to balances written back that company owed to different static creditors from a long
time. Gain on settlement of debt included write back of excess amount of accrued interest and monitoring fee payable relating
to Eden loan as per the new arrangement between the lender (Eden) and the Company. The interest expense decreased because we paid
back loans in cash and all of the convertible notes were converted into common stock of the Company during the year ended December
31, 2015. Bad debt expense consisted of static receivable balances from three parties, which were deemed uncollectible, hence
written off during the year ended December 31, 2015.
The
net income / (loss) for the years ended December 31, 2015 and 2014 amounted to $247,434 and $(2,222,129), respectively.
The
Company´s Comprehensive income / (loss) for the years ended December 31, 2015 and 2014 amounted to $246,389 and $(2,221,084),
respectively.
Comprehensive income / (loss): | |
12/31/2015 | | |
12/31/2014 | |
Gain on foreign currency translation | |
$ | (1,045 | ) | |
$ | 1,045 | |
Net income / (loss) | |
| 247,434 | | |
| (2,222,129 | ) |
Comprehensive income / (loss) | |
$ | 246,389 | | |
$ | (2,221,084 | ) |
At
December 31, 2015 and December 31, 2014, the Company had 776,165,973 and 36,271,148 shares issued and outstanding, respectively,
the weighted average number of common shares outstanding was 373,102,366 and 32,487,859 shares, respectively, hence, the earnings
/ (loss) per share at December 31, 2015 and 2014 was $0.001 and $(0.07), respectively.
BUSINESS
DEVELOPMENT
RESULTS FOR THE YEAR ENDED DECEMBER 31,
2015
At
the beginning of 2015, we already had contracts with 8 companies. During 2015, we gained the following eight new clients:
1)
Advanced Imaging Projects LLC.
Advanced
Imaging Projects LLC. (“AIP”) based in Florida is a clinical stage specialty biopharmaceutical company that develops
medicines for prevention, diagnosis and treatment of rare diseases in oncology, neurology and infectious diseases. Its mission
is to make a meaningful difference to those impacted by maladies for which there are limited or no curative options. The company
has an industry-leading pipeline of promising new drugs that have the potential to treat Parkinson’s disease, Tuberculosis
and Cancer. These products make fundamental contributions to medical progress and form an integral part of the companion diagnostic,
individualized immunotherapy and orphan drug arsenal; among the fastest growing and most successful segments in the pharmaceutical
sector.
We
have contracted to provide AIP with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
AIP
agreed to pay us a 5% cash success fee on any capital funding raised and a further 8% success equity fee based on AIP’s
issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate
agreement.
2)
Energy Equity Resources (Norway) Limited.
Energy
Equity Resources (Norway) Limited (“EER”) is an oil and gas company that is focused on the acquisition and development
of concessions in proven hydrocarbon provinces in Nigeria.
We
have contracted to provide EER with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
EER
agreed to pay us a $30,000 cash fee and also a 1.5% cash success fee on any capital funding raised and a further 2.5% success
equity fee based on EER’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock
exchange will be subject to a separate agreement.
3)
Hoqool Petroleum.
Hoqool
Petroleum (“HOQ”) is an independent oil and gas exploration and production company, incorporated in the Kingdom of
Bahrain. Hoqool is an Arabic word that means fields and particularly oil and gas fields. Hoqool was established in 2010. The founders
combine vast and deeply rooted leaders who are experienced, knowledgeable and well recognized, both locally and internationally,
covering the upstream sector of the oil and gas with more than 175 years of experience.
We
have contracted to provide HOQ with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
HOQ
agreed to pay us a 1.5% cash success fee on any capital funding raised and a further 10% success equity fee based on HOQ’s
issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate
agreement.
4)
INSCX Exchange (Central Clearing) Limited.
INSCX
Exchange (Central Clearing) Limited. (“INSCX”) is the world’s first Nano-technology commodities exchange for
the guaranteed physical delivery of Nano-Tech and other specialist materials, such as Polymers, Base Oils and Titanium Dioxide,
more traditional materials where the exchange offers the only physical delivery hedging tool for producers and end users. INSCX
offers the only global track and trade reporting system for engineered nanomaterials. The Exchange offers a highly effective,
secure, regulatory and compliant framework for the emerging Nano-Tech industry. Commissioned by Lloyds (Bank) of London in 2010,
INSCX is proving pivotal to enabling insurers to engage fully with upstream and downstream interest in this broad suite of materials.
We
have contracted to provide INSCX with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a possible listing of the company´s shares on a recognized stock exchange. |
INSCX
agreed to pay us a $60,000 non-refundable cash fee and also a 5% cash success fee on any capital funding raised and a further
3% success equity fee based on INSCX’s issued and outstanding shares, post capital funding. A possible listing on a recognized
stock exchange will be subject to a separate agreement.
5)
International FIM SRL.
International
FIM SRL is a reputable Italian automotive parts manufacturer based in Bergamo (Milan, Italy). The company has a 17,000 square
meter (153,000 square feet) factory located in Bergamo (Milan, Italy) just 100 miles north of Maranello (Modena) where Ferrari
has its headquarters and employs over 180 people that manufacture automotive parts such as engine covers, front grills, wheel
caps, emblems for the front hood, decorative emblems, airbag emblems, door emblems, instrument panels and chrome parts for the
interior and exterior of cars along with many more items. The Company, previous called Lupini Targhe SPA, has been in operations
since the 1960´s and has an impressive client list that varies from luxury brand names such as Lamborghini, Ferrari, Maserati,
Porsche and Bentley to more common brand names such as General Motors, Ford, Alfa Romeo, Jaguar, Land Rover, BMW, Volkswagen,
Fiat (Abarth), Audi, Skoda and many more.
We
have contracted to provide FIM with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
FIM
agreed to pay us a 10% cash success fee on any capital funding raised and a further 10% success equity fee based on International
FIM SRL’s issued and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be
subject to a separate agreement.
6)
Primesite Developments Limited.
Primesite
Developments Limited and its subsidiaries (“PS”), is a commercial and residential property development group based
in the North West of England (United Kingdom).
We
have contracted to provide PS with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a listing of the company´s shares on the NASDAQ OTCQB. |
PS
agreed to pay us a $300,000 cash fee and also a 5% equity fee. To date, PS has paid us $150,000 and has issued us 5,606,521 common
shares and a further 450,000 Series “A” preferred shares.
7)
Quartal Financial Solutions AG.
Quartal
Financial Solutions AG (“QFS”) a Zurich - Switzerland based Financial Technology Company. QFS is a market leading
Financial Technology software company providing specialized financial solutions to the global financial and insurance industry.
Their suite of products focus on complex fee billing, revenue, commission, expense management and sophisticated high end reporting
for global asset managers, banks, brokers, custodians, fund administrators, insurance companies, transfer agents and capital market
firms.
We
have contracted to provide QFS with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Assist
with a listing of the company´s shares on the NASDAQ OTCQB. |
QFS
agreed to pay us a $300,000 cash fee. QFS also agreed to pay us a 5% equity fee and a further 3% cash success fee based on the
capital funding QFS raises. To date, QFS has paid us $150,000 and has issued us 5% of QFS’ issued and outstanding shares.
8)
TAM Mining Limited.
TAM
Mining Limited is a North East African natural resources company.
We
have contracted to provide TAM with the following services:
|
● |
Act
as a corporate finance advisor and introduce the client to capital funding; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth. |
TAM
agreed to pay us a $60,000 non-refundable cash fee.
RESULTS
FOR THE YEAR ENDED DECEMBER 31, 2014
At
the beginning of 2014, we already had contracts with five companies. During 2014, we gained the following 8 new clients:
1)
ATC Enterprises DMCC
ATC
Enterprises DMCC (“ATC”) is a Dubai based company that has an innovative way to buy and sell diamonds. ATC DMCC is
working with the Dubai Diamond Exchange to establish regular sales and tenders of rough cut diamonds in Dubai. The first of these
was in January 2005. ATC have an extensive list of buyers from the UAE, Bombay, Surat, Ahmedabad, New York, Antwerp and the Far
East, giving suppliers access to reliable and legitimate buyers throughout the world as well as the chance to trade in the unique
and innovative environment in Dubai.
We
have contracted to provide ATC with the following services:
|
● |
Act
as a corporate finance advisor to ATC; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
ATC
agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
2)
Authenta Trade Inc.
Authenta
Trade Inc. (“Authenta”) is a Canadian company based in Calgary, Canada with offices in Singapore and Cyprus. Authenta
is in the business of developing a high security digital currency exchange. Authenta was formed specifically to address security
concerns in the market place, is currently developing software that will tighten security to new levels and will also bring technology
to the marketplace in order to make transacting in digital currencies such as Bitcoin, much simpler.
We
have contracted to provide Authenta with the following services:
|
● |
Act
as a corporate finance advisor to Authenta; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Authenta
agreed to pay us $60,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
3)
Duo World Inc.
Duo
World Inc. (“DUO”) a Nevada corporation, is a software company with subsidiaries in Sri Lanka, India and Singapore.
DUO is an information technology and software solutions company, focused on bringing value to its clients through every customer
interaction. DUO’s business model allows it to deliver consistent, quality service, at a scale and in the geographies that
meet its clients’ business needs. They leverage their breadth and depth of capabilities to help companies create quality
customer experiences across multiple channels, while increasing revenue and reducing their cost to serve their customers.
We
have contracted to provide DUO with the following services:
|
● |
Act
as a corporate finance advisor to DUO; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the OTCQB. |
DUO
agreed to pay us $250,000 and to date we have been paid $170,000. In addition, we have agreed that we will receive a 10% equity
stake in DUO upon its initial public offering.
4)
Medinas Holdings BV
Medinas
Holdings BV (“Medinas”) is a Netherlands company with subsidiaries in the Netherlands and also in the U.S. that is
the sole proprietor and holder of an FDA approved cure for peritoneal cancer.
We
have contracted to provide Medinas with the following services:
|
● |
Act
as a corporate finance advisor to Medinas; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with having its shares listed on the Dubai NASDAQ. |
Medinas
agreed to pay us $465,000 and to date we have been paid $230,000. In addition, we have agreed that we will receive a 5% to 7%
(depending on certain agreed upon milestones) equity stake in Medinas upon its initial public offering.
5)
Precious Cells International Limited
Precious
Cells International Limited (“Precious”) a U.K. company, is based in London.
Precious is a medical technology company founded in 2009, with a key focus on the development of clinical technologies in the
innovation of adult stem cells, cord blood stem cells and regenerative medicine (RM). Regenerative medicine consists of innovative
medical therapies that will enable the body to repair, replace, restore and regenerate damaged or diseased cells, tissues and
organs. These therapies are targeting the repair of damaged heart muscle following heart attacks, replacement of skin for burns
victims, restoration of movement after spinal cord injury, regeneration of pancreatic tissue for insulin production in diabetics
and provide new treatments for Parkinson’s and Alzheimer’s disease.
We
have contracted to provide Precious with the following services:
|
● |
Act
as a corporate finance advisor to Precious; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Precious
agreed to pay us $30,000 for this initial ground work. A possible listing on a recognized stock exchange will be subject to a
separate agreement.
6)
Unii Limited
Unii
Limited (“Unii”) is a U.K. based company and sole proprietor of the social media application “Fling –
Message the World” that can be found in the Google Play Store and in Apple´s App Store and has grown virally to more
than 3 million users at the date of this filing.
We
have contracted to provide Unii with the following services:
|
● |
Act
as a corporate finance advisor to Unii; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Unii
agreed to pay us $60,000 for this initial ground work. Then in February of 2015, Unii agreed to a new contract whereby our Company
would assist with a listing of their shares on a recognized exchange. The first part of this new agreement, $385,000, was paid
to our Company in 2015.
7)
VT Hydrocarbon Holdings (Pte.) Ltd.
VT
Hydrocarbon Holdings (Pte.) Ltd (“VTH”) is a Singapore based company whose ground operations are based in the Aqaba
Special Economic Zone in Aqaba, Jordan. VTH is looking to acquire, operate, manage and build hydrocarbon storage farms in Aqaba
and expand to repeat the formula in other parts of the world. VTH´s main business focus will be to provide Liquid Petroleum
Gas storage as well as other wet fuel facilities.
We
have contracted to provide VTH with the following services:
|
● |
Act
as a corporate finance advisor to VTH; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to potential sources of funding and once funding is sourced, assist with a potential IPO on the Dubai NASDAQ. |
VTH
agreed to pay us $20,000 for the initial ground work and a success fee for any funds that the company raises as a result of our
introductions, of 1% (Cash fee) and 1.5% (equity fee). A possible listing on a recognized stock exchange and a possible larger
equity fee will be subject to a separate agreement.
8)
Your MD AS
Your
MD AS (“Your MD”) is a Norwegian based company and sole proprietor of the medical diagnostic application “Your
MD” that can be found in the Google Play Store and in Apple´s App Store. This service brings healthcare advice to
those in areas where primary healthcare is needed most; whether that’s due to large expense, poor access, and poor quality
primary health or for those who are unable to travel. Your MD is primarily focused on emerging markets.
We
have contracted to provide Your MD with the following services:
|
● |
Act
as a corporate finance advisor to Your MD; |
|
|
|
|
● |
Advise
the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation; |
|
|
|
|
● |
Use
reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where
appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating
definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish
organic and inorganic growth; and |
|
|
|
|
● |
Introduce
the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client
with potential IPO on the Dubai NASDAQ. |
Your
MD agreed to pay us $25,000 for this initial groundwork. A possible listing on a recognized stock exchange will be subject to
a separate agreement.
In
2014, our client Direct Security Integration Inc., decided not to pursue a listing of its stock on a recognized Stock Exchange.
LIQUIDITY
AND CAPITAL RESERVES
Our
consolidated financial statements contained herein have been prepared assuming that the Company will continue as a going concern.
The Company had a net income from operations of $1,443,142, a total Other Income (Expenses) amounting to $(1,195,708) and net
income of $247,434 for the year ended December 31, 2015.
The
Company had $42,163 in cash; net cash used in operations of $74,150 for the year ended December 31, 2015; and a working capital
deficit of $2,147,109 and stockholders´ equity of $523,443 as of December 31, 2015. Some of these factors raise substantial
doubt about the Company’s ability to continue as a going concern.
The
ability for the Company to continue its operations is primarily dependent on:
|
a)
|
Continually
engaging with new clients, which over the years have become consistent |
|
|
|
|
b) |
Consummating
and executing current engagements. |
Whilst
the Company´s current engagements are being consummated and executed, management may decide to raise further interim funding
on a non-convertible basis.
The
Company´s deferred revenue, $839,130 at December 31, 2015, is non-refundable hence once certain contractual milestones are
achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will
become revenue for the Company and therefore no cash outlays are required for these liabilities.
The
Company may also need to borrow funds with certain related parties, such as management, to sustain the Company’s existence.
Also,
in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible.
It
is important to note that the two largest debts stated on our current liabilities are non-collateralized and non-convertible loans
and any monies owed to management can be forgiven, if necessary.
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not
include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.
It
is the Company’s intention to seek additional debt financing, which we plan to use as additional working capital to implement
our marketing program to increase awareness of our business model and also to expand our operations via the acquisition of companies
that are in a similar space and industry as ours, although we have not identified any companies that we would consider acquiring.
However, we do not have any verbal or written agreements with anyone to provide us with debt financing. Any short fall in our
projected operating revenues will be covered by:
|
● |
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
Our
specific plan of operations and milestones through March 2017 are as follows:
To
date we have 15 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange
or seeking funding for acquisition and growth:
|
Client: |
|
Sector: |
|
|
|
|
1 |
Regis
Card Group Limited |
|
Prepaid
cards and payment services. |
|
|
|
|
2 |
Arrow
Cars International Inc. |
|
Long
term car rental. |
|
|
|
|
3 |
Medinas
Holdings BV |
|
Therapeutical
stomach cancer treatment. |
|
|
|
|
4 |
Duo
World Inc |
|
Software
development and integration. |
|
|
|
|
5 |
VT
Hydrocarbon Holdings (Pte.) |
|
LNG
Gas storage. |
|
|
|
|
6 |
Authenta
Trade |
|
Bitcoin. |
|
|
|
|
7 |
ATC
Enterprises DMCC |
|
Diamonds. |
|
|
|
|
8 |
Unii
Limited |
|
Mobile
Applications such as “Fling”. |
|
|
|
|
9 |
Energy
Equity Resources (Norway) Limited |
|
Natural
resources. |
|
|
|
|
10 |
Scandinavian
AgriTex Co. Limited |
|
Cotton
and clothing industry. |
|
|
|
|
11 |
Tam
Mining Limited |
|
Natural
resources. |
|
|
|
|
12 |
Primesite
Developments Limited |
|
Residential
and commercial Development. |
|
|
|
|
13 |
International
FIM SRL |
|
Manufacturing
of automotive car parts. |
|
|
|
|
14 |
INSCX
Exchange Limited |
|
Nano-technology
exchange. |
|
|
|
|
15 |
Quartal
Financial Solutions AG |
|
Financial
Technology |
|
1) |
DEVELOP
THE INTRODUCER NETWORK FURTHER AND IN HOPES OF ATTRACTING NEW INTEREST FOR OUR SERVICES. |
We
currently are relying on introductions to potential clients by the following firms in the Middle East, South East Asia, Europe
and the US:
|
● |
Certain
registered investment houses and funds in London (United Kingdom) |
|
|
|
|
● |
An
Austrian management consultancy firm based in Vienna (Austria) |
|
|
|
|
● |
Various
investment banks based in Dubai (UAE) |
|
|
|
|
● |
Certain
Private Banks based in Amsterdam (Holland), Luxembourg (Luxembourg) and Zurich in Switzerland |
|
|
|
|
● |
Various
family offices in Dubai (UAE) |
|
|
|
|
● |
Various
introducers to Capital based on the East and West coast of the US |
|
|
|
|
● |
Various
introducers to Capital based in South East Asia |
|
|
|
|
● |
Yemon
(Pvt.) Limited – An introducer of new business based in Sri Lanka |
|
|
|
|
● |
MEPEX
– A Bahrain Oil and Gas exhibit with over 280 members |
|
|
|
|
● |
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.
|
4) |
SOUTH
EAST ASIAN EXPANSION |
We
will continue to establish a firm presence in South East Asia where we are attracting clients, relationships and awareness.
|
5) |
OPEN
AN OFFICE IN THE US. |
Within
the next 12 months, we plan to open an office on the east coast of the USA in order to substantially expand our network of introducers
to new business and also professionals and consultants.
|
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:
|
● |
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. |
|
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.
|
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.
|
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.
|
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.
|
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.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not
applicable.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our
financial statements and supplementary data may be found beginning at page F-1.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not
applicable.
ITEM
9A. CONTROLS AND PROCEDURES.
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of
1934) were effective as of the period covered by this report.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies
and procedures that:
|
(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.
Management,
under the supervision and with the participation of our principal Executive Officer and Principal Financial Officer, assessed
the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management
used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal
control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication,
and (v) monitoring. This annual report does not include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by our independent registered
public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management’s
report in this Annual Report. Based on that evaluation, our management concluded that our internal control over financial reporting
was effective as of the end of the period covered by this report based on that criteria.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There were no changes
in our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting.
ITEM
9B. OTHER INFORMATION.
Not
applicable.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. OFFICERS AND DIRECTORS
Our
two directors will serve until their two successors are elected and qualified. Our officers are elected by the board of directors
to a term of one year and serve until their successor is duly elected and qualified, or until they are removed from office. Our
board of directors has no nominating, auditing or compensation committees.
The
names, addresses, ages and positions of our officers, directors and key employees are set forth below:
|
|
|
|
First
Year |
|
|
Name |
|
Age |
|
as
Director |
|
Position |
|
|
|
|
|
|
|
Charles
Taylor |
|
77
|
|
2015 |
|
Director
and Chairman of the Board |
|
|
|
|
|
|
|
Peter
James Smith |
|
47 |
|
2010 |
|
President,
Chief Executive Officer and Director |
|
|
|
|
|
|
|
Enzo
Taddei |
|
43 |
|
2011 |
|
Chief
Financial Officer, Secretary and Director |
|
|
|
|
|
|
|
Patrick
V. Dolan |
|
57 |
|
2015 |
|
New
Business Development Managing Director and Director |
The
persons named above were elected to hold their offices until the next annual meeting of our stockholders.
CHARLES
TAYLOR – CHAIRMAN OF THE BOARD OF DIRECTORS
Charles
Taylor has served as the Chairman of the Board of Director of Global Equity International Inc. since October 7, 2015. Previously,
he acted in an advisory role to a number of major investment banking houses, including Lehman Brothers and Goldman Sachs, analyzing
investment portfolio strengths and strategies. He acted in an advisory capacity directly to Goldman Sachs and reviewed their investment
portfolios for specific business improvement candidates. He then went on to lead teams in the “Turnarounds” of those
targets.
In
addition, he has led management consulting assignment teams in numerous industries. He has served as Vice-Chairman of the Board
of a Telecom Italia subsidiary, Chairman of Amdahl Italia (an IT firm headquartered in Rome, Italy) and DMR Italia (a subsidiary
of Fujitsu), CFO and Director of Monte Carlo Sat (a Monaco-based television operator), EVP and CFO of GBTIMES, Ltd (a Chinese
Government owned EU media company) and founder and Chairman of the Board of Telos - a US-based renewable energy company.
In
addition to these Board seats, Charles held an executive position as CFO of AT&T International, where he developed and managed
operating budgets in 52 different countries, and as CFO of a $3 billion consumer products division of a major telecommunications
company.
He
has lectured at Thunderbird University, Bocconi University in Milan and Scuola Superiore Sant’ Anna in Pisa, Italy on IT
Strategy, Technology Convergence and “The Global Village” – a course designed for business leaders seeking to
extend operations into additional countries.
He
received an undergraduate degree in economics from Fenn University, attended graduate marketing studies at Columbia University
and attended additional graduate courses in economics and business at Wharton and Stanford.
PETER
JAMES SMITH - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
Mr.
Smith has served as the President, Chief Executive Officer and Director of Global Equity Partners, PLC, our now wholly-owned subsidiary,
since its formation on September 2, 2009. Mr. Smith has also served as the President, Chief Executive Officer and Director of
the Company since December 31, 2010. Between June 1, 2006, and September 2, 2009, when he formed Global Equity Partners Plc.,
Mr. Smith was not employed and spent his time researching the market for the consulting business in which Global Equity Partners,
PLC would be engaged. In 1993, he created an international financial services company in the Middle East and Asia, named Belgravia
Financial Management, and served as the Chief Executive Officer of that firm until he resigned in May 2006. Between 1993 and May
2005, he built Belgravia Financial Management to 23 global offices, 5 country licenses, a Company with $2.2 billion under financial
management. Belgravia Financial Management merged with Intervest SL and became Belgravia Intervest Group Limited. Belgravia Intervest
Group Limited subsequently merged with Tally Ho Ventures, Inc. (TLYH.OB) on May 12, 2005. In 2006, Mr. Smith resigned from his
position as Chief Executive Officer of Tally Ho Ventures, Inc. Tally Ho Ventures, Inc. subsequently changed its name to Premier
Wealth Management, Inc. on September 26, 2007. Mr. Smith first qualified as a stockbroker in London in 1986 with Rensburg and
Co. where he became both a registered equity trader and registered representative of the firm that is a UK registered, full service
stockbroker trading equities, options, warrants, gilts and bonds. He also spent 12 months within that firm covering the back office
facilities of a brokerage house including sales, purchase, rights, dividends and new issues. He then moved on to the London Traded
Options Market where he passed his LTOM open outcry examinations to become an options trader for a subsidiary of ABN Amro bank
called International Clearing Services (ICS). As an Options trader, his job was to trade options on behalf of all the firm’s
clients and to hedge the positions of the market makers the firm cleared for in the equity market. As the sole dual qualified
broker for ICS, he was constantly trading in either equities or options, either by open outcry or screen dealing on the London
Stock Exchange Floor on Threadneedle Street.
ENZO
TADDEI - CHIEF FINANCIAL OFFICER, SECRETARY AND DIRECTOR
Mr.
Taddei was appointed as our Chief Financial Officer and a member of our Board of Directors on September 1, 2011. From November
2010 until December 8, 2011, when he resigned from such offices, Mr. Taddei was a member of the Board of Directors and part-time
Chief Financial Officer of Networking Partners, Inc., a social networking company, now known as Sonant Systems Inc. Mr. Taddei
resigned from such offices in order to devote more time and effort to our Company. However, Mr. Taddei is currently the Chief
Executive Officer and sole Director of Sonant Systems, Inc. From March 2007 until May 2009, Mr. Taddei served as Chief Financial
Officer of Dolphin Digital Media (a company engaged in social networking). From August 2006 until March 2007, Mr. Taddei served
as Chief Financial Officer of Plays on the Net Plc. (an E-Commerce firm). From July 1999 until August 2006, Mr. Taddei served
as director and partner of Adesso Res Asesores (an accounting firm). In addition to being an accountant and tax consultant by
profession, Mr. Taddei is proficient in three languages: English, Spanish and Italian. He obtained a Degree in Economics from
EADE University in Malaga (Spain) in 1998 and also a Bachelor in Business Administration (BBA) from the University of Wales in
1996. He also holds a “Masters Degree” in Spanish and International Taxation granted to him by EADE University in
Malaga (Spain) in 2000.
PATRICK
V. DOLAN – NEW BUSINESS DEVELOPMENT MANAGING DIRECTOR AND DIRECTOR
As
a senior figure from the software and technology industries with over 20 years’ experience, Mr. Dolan has successfully held
numerous senior management positions within large and small enterprises in the U.S., Asia Pacific and in Europe. Often hand selected
and recruited, Patrick has proven himself as the right person to correct the issues that typically prevent the success of many
companies today. Patrick’s “Make it Work” approach, which has included providing the right amount of capital
at the right time, building a focused and dedicated sales force, as well as infrastructure and restructuring changes, has made
him standout as one of the best company restructuring professionals in recent times. Patrick possesses expertise and extensive
knowledge in managing large global operations, which include such companies as Standard & Poors, Dow Jones, Citibank, State
Street and, more recently, Merchant Capital. His overachievements while with Merchant Capital not only produced a tremendous amount
of new clientele, but it also allowed him the privilege of being introduced to a broader range of companies and professionals
who came to him seeking professional assistance. Utilizing his broad range of business expertise, Patrick often placed himself
in the middle of these situations and successfully produced the changes that were necessary to achieve the company’s growth
objectives. In the last 12 years, he has also worked within the technology and software sectors with small to medium sized companies,
while expanding their operations and increasing revenues as part of their executive teams. Patrick has also worked closely with
numerous Private Equity and Venture Capital Firms in Europe and the U.S., principally as an executive retained and placed within
companies who were part of their investment portfolios. Patrick brings a wealth of experience from both an operational and capital
raising perspective and has significant contacts across the financial markets.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
Except
as described below, during the past ten years, no present director, executive officer or person nominated to become a director
or an executive officer of the Company:
|
(1) |
had
a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent
or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any corporation or business association of which
he was an executive officer at or within two years before the time of such filing; |
|
|
|
|
(2) |
was
convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor
offenses); |
|
|
|
|
(3) |
was
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities: |
|
(i) |
acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any
of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity; |
|
|
|
|
(ii) |
engaging
in any type of business practice; or |
|
|
|
|
(iii) |
engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws; or |
|
(4) |
was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described
in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; |
|
|
|
|
(5) |
was
found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission to have violated a federal
or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not
been subsequently reversed, suspended or vacated; |
|
|
|
|
(6) |
was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated; |
|
(7) |
was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to any alleged violation of: |
|
i. |
Any
Federal or State securities or commodities law or regulation; or |
|
|
|
|
ii. |
Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order; or |
|
|
|
|
iii. |
Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
(8) |
was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), and registered entity (as defined
in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member. |
ABSENCE
OF INDEPENDENT DIRECTORS
We
do not have any independent directors and are unlikely to be able to recruit and retain any independent directors due to our small
size and limited financial resources.
DIRECTOR
QUALIFICATIONS
We
do not have a formal policy regarding director qualifications. In the opinion of Peter J. Smith, our President and majority shareholder,
Messrs. Dolan, Taddei and he have sufficient business experience and integrity to carry out the Company’s plan of operations.
Messrs. Dolan, Smith and Taddei recognize that the Company will have to rely on professional advisors, such as attorneys and accountants
with public company experience to assist with compliance with Exchange Act reporting and corporate governance matters.
DIRECTORSHIPS
None.
AUDIT
COMMITTEE FINANCIAL EXPERT
Although
we have not established an Audit Committee, the functions of the Audit Committee are currently carried out by our Board of Directors.
FAMILY
RELATIONSHIPS
There
are no family relationships between or among or officers and directors.
CODE
OF BUSINESS CONDUCT AND ETHICS
On
September 2, 2011, we adopted a Code of Business Conduct and Ethics applicable to our officers, including our principal executive
officer, principal financial officer, principal accounting officer or controller and any other persons performing similar functions.
Our Code of Business Conduct and Ethics was designed to deter wrongdoing and promote honest and ethical conduct, full, fair and
accurate disclosure, compliance with laws, prompt internal reporting and accountability to adherence to our Code of Business Conduct
and Ethics. Our Code of Business Conduct and Ethics is posted on our website at http://www.globalequityincusa.com/ in the “Governance”
section. We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of
Business Conduct and Ethics in the “Governance” section of our website.
ITEM
11. EXECUTIVE COMPENSATION.
The
following table sets forth the aggregate compensation paid by the Company and/or its subsidiary, Global Equity Partners Plc.,
to our executive officers and directors of the Company for services rendered during the periods indicated.
SUMMARY
COMPENSATION TABLE
Name
and
Principal Position | |
Year | | |
Salary
($) | | |
Note | | |
Bonus
/ Other compensation ($) | | |
Note | | |
Stock
Awards ($) | | |
Note | | |
All
other stock compensation (s) | | |
Note | | |
Total
($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Peter J. Smith | |
| 2015 | | |
$ | 198,450 | | |
| (1) | | |
$ | 133,178 | | |
| (2) | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
| 331,628 | |
President, Chief | |
| 2014 | | |
$ | 184,500 | | |
| | | |
$ | 120,000 | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 304,500 | |
Executive Officer & Director | |
| 2013 | | |
$ | 180,000 | | |
| | | |
$ | 60,000 | | |
| | | |
$ | 240,000 | | |
| | | |
$ | - | | |
| | | |
$ | 480,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Enzo Taddei | |
| 2015 | | |
$ | 198,450 | | |
| (3) | | |
$ | 45,000 | | |
| (4) | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 243,450 | |
Chief Financial | |
| 2014 | | |
$ | 184,500 | | |
| | | |
$ | 45,000 | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 229,500 | |
Officer, Secretary & Director | |
| 2013 | | |
$ | 180,000 | | |
| | | |
$ | - | | |
| | | |
$ | 240,000 | | |
| | | |
$ | - | | |
| | | |
$ | 420,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Patrick V. Dolan | |
| 2015 | | |
$ | 132,300 | | |
| (5) | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 132,300 | |
Director | |
| 2014 | | |
$ | 120,000 | | |
| | | |
$ | - | | |
| | | |
$ | 80,000 | | |
| | | |
$ | - | | |
| | | |
$ | 200,000 | |
| |
| 2013 | | |
$ | 120,000 | | |
| | | |
$ | 5,000 | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 125,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Charles Taylor | |
| 2015 | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | 40,000 | | |
| (6) | | |
$ | - | | |
| | | |
$ | 40,000 | |
Chairman of the | |
| 2014 | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | |
Board of Directors | |
| 2013 | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | | |
| | | |
$ | - | |
|
(1) |
$151,374
paid in cash, $51,044 was accrued and $106,056 of the 2015 salary and the accrued 2014 salary was converted into common restricted
shares. |
|
|
|
|
(2) |
$133,178
equated to Mr. Smith´s personal rent in Dubai, which was paid by the company in cash. |
|
|
|
|
(3) |
$112,714
paid in cash, $59,206 was accrued and $173,901 of the 2015 salary and the accrued 2014 salary was converted into common restricted
shares. |
|
|
|
|
(4) |
$45,000
paid in cash. |
|
|
|
|
(5) |
$66,391
paid in cash, $42,625 was accrued and $118,199 of the 2015 salary and the accrued 2014 salary was converted into common restricted
shares. |
|
|
|
|
(6) |
100%
of the agreed salary was paid in common restricted shares of the company. |
EMPLOYMENT
AGREEMENTS SUMMARY
PETER
JAMES SMITH:
Mr.
Smith’s employment agreement with the Company was renewed on January 1, 2016, and the basic terms were as follows:
|
1. |
DUTIES
- ASSIGNMENT: Chief Executive Officer (CEO) and Director on Board of Directors. |
|
|
|
|
2. |
COMPENSATION:
$210,000
per annum, subject to annual review and adjustment of no less than a 5% percentage increase. The salary will be paid on
a monthly basis. |
|
|
|
|
3. |
EMPLOYMENT:
|
|
(a) |
Employment
will continue for 36 months. |
|
(a) |
If
Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and
Employer shall make, the following severance payments: |
|
(i) |
continue
to pay a sum equivalent to twelve months salary. |
|
(b) |
If
Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated
upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall
make, the following severance payments: |
|
(i) |
continue
to pay a sum equivalent to five years annual salary via the life assurance scheme. |
The
company will pay the CEO´s rent in Dubai up to a maximum of $30,000 per quarter.
The
Company agreed to pay a cash bonus equivalent to 6% of all of the gross cash success fees that the Company receives during the
term of the employment agreement.
ENZO
TADDEI:
Mr.
Taddei’s employment agreement with the Company was renewed on January 1, 2016 and the basic terms were as follows:
|
1. |
DUTIES
- ASSIGNMENT: Chief Financial Officer (CFO) and Director on Board of Directors |
|
|
|
|
2. |
COMPENSATION:
$210,000
per annum, subject to annual review and adjustment of no less than a 5% percentage increase. The salary will be paid on
a monthly basis. It was also agreed that the company would pay a bonus of 12% of the annual salary in June of each year. |
|
(a) |
Employment
will continue for 36 months. |
|
(a) |
If
Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and
Employer shall make, the following severance payments: |
|
(i) |
continue
to pay a sum equivalent to twelve months. |
|
(b) |
If
Employer terminates this Agreement by reason of the Disability of Employee or if this
Agreement is automatically terminated upon the Death of Employee pursuant to Section
3(b), Employee or his estate shall be entitled to receive, and Employer shall make, the
following severance payments: |
|
(i) |
continue to
pay a sum equivalent to five years annual salary via the life assurance scheme. |
|
|
The
company agreed to pay a cash bonus equivalent to 6% of the gross cash success fees that
the Company receives during the term of the employment agreement. |
PATRICK
V. DOLAN:
Mr.
Dolan’s employment agreement with the Company’s subsidiary, Global Equity Partners Plc, was executed effective March
1, 2016 and the basic terms were as follows:
|
1. |
DUTIES
- ASSIGNMENT: Managing Director of Global Equity Partners Plc. |
|
|
|
|
2. |
COMPENSATION:
$132,000
per annum. The salary will be paid on a monthly basis. |
|
|
|
|
3. |
EMPLOYMENT:
|
|
(a) |
Employment
will continue for 24 months. |
|
4. |
COMISSION
INCENTIVES |
|
|
|
|
|
The
company agreed to pay a cash bonus equivalent to 3% of the gross cash success fees that
the Company receives during the term of the employment agreement. |
CHARLES
TAYLOR:
Mr.
Taylor’s employment agreement with the Company was executed effective October 7, 2015 and the basic terms were as follows:
|
1. |
DUTIES - ASSIGNMENT:
Chairman of the Board of Directors. |
|
|
|
|
2. |
COMPENSATION: |
|
|
|
|
|
1,000,000 common restricted shares
of Global Equity International Inc. equivalent to $40,000. |
|
(a) |
Employment
will continue for 6 months with an option to renew the agreement for a further 6 months where there would be a monthly cash
salary contemplated. |
STOCK
OPTION AND OTHER COMPENSATION PLANS.
Aside
from the employment agreements with Messrs. Dolan, Smith and Taddei, the Company currently does not have a stock option or any
other compensation plan and we do not have any plans to adopt one in the near future.
COMPENSATION
OF DIRECTORS
Our
directors do not receive any compensation for serving as a member of our board of directors, as they are compensated pursuant
to their employment agreements as officers of the Company.
No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.
There
are no understandings or agreements regarding compensation our management will receive after a business combination that is required
to be included in this table, or otherwise.
INDEMNIFICATION.
Article
VII, Section 7 of the Company’s Bylaws provide that the Company shall indemnify its officers, directors, employees and agents
to the fullest extent permitted by the laws of Nevada.
The
Nevada Revised Statutes allow us to indemnify our officers, directors, employees, and agents from any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith
and in a manner, which such person believed to be in the best interests of the corporation. A determination may be made by the
shareholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent
legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action,
suit, or proceeding does not exist.
The
expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by us as
they are incurred and in advance of the final disposition of the action, suit or proceeding, if and only if the officer or director
undertakes to repay said expenses to us if it is ultimately determined by a court of competent jurisdiction that he is not entitled
to be indemnified by us.
The
indemnification and advancement of expenses may not be made to or on behalf of any officer or director if a final adjudication
establishes that the officer’s or director’s acts or omission involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
The
Nevada Revised Statutes allow a company to indemnify our officers, directors, employees, and agents from any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith
and in a manner, which such person believed to be in the best interests of the corporation. A determination may be made by the
stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent
legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action,
suit, or proceeding does not exist.
SECURITIES
AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the company, we have been advised by our special securities counsel that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The
following tables set forth, as of the date of this Annual Report, the ownership of our common stock and preferred stock by (a)
each person known by us to be the beneficial owner of more than 5% of our outstanding common stock and preferred stock; and (b)
by all of named officers and our directors and by all of our named executive officers and directors as a group. To the best of
our knowledge, the persons named have sole voting and investment power with respect to such shares and are beneficial owners of
the shares indicated in the tables, except as otherwise noted by footnote.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the
rules of the U.S. Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under
these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to
vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed
to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within
60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular
date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as
to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60
days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as
otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment
power with respect to the shares shown.
(a)
Security ownership of certain beneficial owners:
Title
of Class | |
Name
and Address of
Beneficial Owner | |
Amount
and Nature of
Beneficial Ownership | | |
Notes | | |
Percent
of Class | |
| |
| |
| | |
| | |
| |
Common
Stock | |
Peter
J. Smith, | |
| 271,160,920 | | |
| 1 | | |
| 34.96 | % |
| |
38
Frond “F” Palm Jumeirah, | |
| | | |
| | | |
| | |
| |
Dubai,
UAE. | |
| | | |
| | | |
| | |
| |
| |
| | | |
| | | |
| | |
Common
Stock | |
Enzo
Taddei, | |
| 226,167,448 | | |
| 2 | | |
| 29.14 | % |
| |
Apt.
6701, Golden Mile, | |
| | | |
| | | |
| | |
| |
Building
6, Palm Jumeirah, | |
| | | |
| | | |
| | |
| |
Dubai,
UAE. | |
| | | |
| | | |
| | |
| |
| |
| | | |
| | | |
| | |
Common
Stock | |
Patrick
V. Dolan | |
| 47,784,404 | | |
| 3 | | |
| 6.16 | % |
| |
24
Harthill Road | |
| | | |
| | | |
| | |
| |
Liverpool L18
6LY | |
| | | |
| | | |
| | |
| |
United
Kingdom | |
| | | |
| | | |
| | |
|
(1) |
Mr.
Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
|
|
|
|
(2) |
Mr.
Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
|
|
|
|
(3) |
Mr.
Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
(b)
Security ownership of management:
Title
of Class | |
Name
of Beneficial Owner | |
Amount
and Nature of Beneficial Ownership | | |
Percent
of Class | |
| |
| |
| | | |
| | |
Common Stock | |
Peter J. Smith | |
| 271,160,920 | (1) | |
| 34.96 | % |
| |
| |
| | | |
| | |
Common Stock | |
Enzo Taddei | |
| 226,167,448 | (2) | |
| 29.14 | % |
| |
| |
| | | |
| | |
Common Stock | |
Patrick V. Dolan | |
| 47,784,404 | (3) | |
| 6.16 | % |
| |
| |
| | | |
| | |
Common Stock | |
Charles Taylor | |
| 1,000,000 | (4) | |
| 0.13 | % |
| |
| |
| | | |
| | |
Common Stock | |
All officers and directors as a group
(4 persons) | |
| 546,112,772 | | |
| 70.39 | % |
|
(1) |
Mr.
Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
|
|
|
|
(2) |
Mr.
Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
|
|
|
|
(3) |
Mr.
Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
|
|
|
|
(4) |
Mr.
Taylor is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. |
(c)
Changes in control:
We
are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent
date result in a change in control of the Company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Although
we have not adopted formal procedures for the review, approval or ratification of transactions with related persons, we adhere
to a general policy that such transactions should only be entered into if they are on terms that, on the whole, are no more favorable,
or no less favorable, than those available from unaffiliated third parties and their approval is in accordance with applicable
law. Such transactions require the approval of our board of directors.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
INDEPENDENT
PUBLIC ACCOUNTANTS
|
1) |
Audit Fees. We incurred an aggregate fee of $24,500
for the audit of our annual financial statements for the year ended December 31, 2015 and quarterly reviews for two quarters
(June 30, 2015 and September 30, 2015), to be paid to our auditors, Salberg & Company PA. We also incurred a fee of $10,000
for the re-audit of our annual financial statements for the year ended December 31, 2014 due to the fact that our predecessor
auditors, De Joya Griffith, de-registered from the PCAOB. |
|
|
|
|
|
We
also incurred in a fee of $3,500 for our March 31, 2015 quarterly review carried out by our prior auditors, De Joya Griffith. |
|
|
|
|
|
During the fiscal year ended December 31, 2014,
we incurred $26,055 aggregate fees billed by the Company’s predecessor auditors, De Joya Griffith, for services rendered
for the review of the financial statements included in our quarterly reports on Form 10-Q and the annual audit for the year
ended December 31, 2014. |
|
|
|
|
2) |
Audit-Related
Fees. During fiscal years ended December 31, 2015 and 2014, our current and prior auditors did not receive any fees for any
audit-related services. |
|
|
|
|
3) |
All
Other Fees. None. |
|
|
|
|
4) |
Audit
Committee’s Pre-Approval Policies and Procedures. |
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Principal Accountants are engaged by
us to render any auditing or permitted non-audit related service, the engagement be:
|
● |
approved
by our audit committee (which consists of our entire board of directors); or |
|
|
|
|
● |
entered
into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures
are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures
do not include delegation of the board of directors’ responsibilities to management. |
Our
Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed
and approved by our Board of Directors either before or after the respective services were rendered.
Our
Board of Directors has considered the nature and amount of fees billed by our principal accountants and believes that the provision
of services for activities unrelated to the audit is compatible with maintaining our principal accountants’ independence.
During
the 2015 and 2014 fiscal years, the Company used the following pre-approval procedures related to the selection of our independent
auditors and the services they provide: unanimous consent of all directors via a board resolution.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
(1) Financial Statements
Financial
statements for Global Equity International, Inc. listed in the Index to Financial Statements on page F-1 are filed as part of
this Annual Report.
(a)
(2) Financial Statement Schedule
Financial
Statement Schedule for Global Equity International, Inc. listed in the Index to Financial Statements on page F-1 are filed as
part of this Annual Report.
(a)
(3) See the “Index to Exhibits” set forth below.
(b)
See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.
CONTENTS
![](image_001.jpg)
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Stockholders of:
Global
Equity International Inc.
We
have audited the accompanying consolidated balance sheets of Global Equity International, Inc. and Subsidiaries as of December
31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’
equity (deficit), and cash flows for each of the two years in the period ended December 31, 2015. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Global Equity International, Inc. and Subsidiaries as of December 31, 2015 and 2014 and the consolidated
results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 in conformity with
accounting principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Company had a net income and net cash used in operations of $247,434 and
$74,150, respectively for the year ended December 31, 2015. The Company has a working capital deficit and stockholders’
equity of $2,147,109, and $523,443, respectively, at December 31, 2015. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/
Salberg & Company, P.A.
SALBERG
& COMPANY, P.A.
Boca
Raton, Florida
March
18, 2016
2295
NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7328
Phone:
(561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920
www.salbergco.com
● info@salbergco.com
Member
National Association of Certified Valuation Analysts ● Registered with the PCAOB
Member
CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality
Global Equity International, Inc. and Subsidiaries
Consolidated Balance
Sheets
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
42,163 |
|
|
$ |
19,026 |
|
Accounts receivable |
|
|
- |
|
|
|
2,520 |
|
Prepaids |
|
|
86,398 |
|
|
|
6,248 |
|
Other current assets |
|
|
7,982 |
|
|
|
9,481 |
|
Loans receivable |
|
|
- |
|
|
|
10,825 |
|
Total current assets |
|
|
136,543 |
|
|
|
48,100 |
|
|
|
|
|
|
|
|
|
|
Investments, cost |
|
|
2,650,471 |
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
Fixed assets, net |
|
|
20,081 |
|
|
|
30,224 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,807,095 |
|
|
$ |
81,324 |
|
|
|
|
|
|
|
|
|
|
Liabilities, Redeemable Preferred Stock and
Stockholders’ Equity / (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
372,993 |
|
|
$ |
114,191 |
|
Accounts payable and accrued liabilities - related parties |
|
|
203,609 |
|
|
|
360,984 |
|
Deferred revenue |
|
|
839,130 |
|
|
|
462,015 |
|
Loans payable - related parties |
|
|
- |
|
|
|
58,595 |
|
Accrued interest |
|
|
304,569 |
|
|
|
657,918 |
|
Loans payable - net of unamortized issue costs and discount of $11,667 and $0, respectively |
|
|
563,351 |
|
|
|
440,018 |
|
Convertible notes payable - net of unamortized discount of $0 and $87,064, respectively |
|
|
- |
|
|
|
79,936 |
|
Embedded conversion option derivative liabilities |
|
|
- |
|
|
|
301,937 |
|
Total current liabilities |
|
|
2,283,652 |
|
|
|
2,475,594 |
|
|
|
|
|
|
|
|
|
|
Long term liabilities |
|
|
|
|
|
|
|
|
Convertible loan payable - related party - net of unamortized discount of $0 and $268,189, respectively |
|
|
- |
|
|
|
33,800 |
|
Embedded conversion option derivative liabilities - related party notes |
|
|
- |
|
|
|
393,510 |
|
Total liabilities |
|
$ |
2,283,652 |
|
|
$ |
2,902,904 |
|
|
|
|
|
|
|
|
|
|
Redeemable Series A, Convertible Preferred Stock: 5,000,000 shares authorized;
0 and 1,983,332 issued and outstanding, respectively. |
|
|
- |
|
|
|
1,020,000 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity / (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock: 1,000,000,000 shares authorized; $0.001 par value 776,165,973 and 36,271,148 shares
issued and outstanding, respectively. |
|
$ |
776,166 |
|
|
$ |
36,271 |
|
Additional paid in capital |
|
|
6,934,493 |
|
|
|
3,472,904 |
|
Stock payable |
|
|
- |
|
|
|
82,850 |
|
Accumulated deficit |
|
|
(7,187,216 |
) |
|
|
(7,434,650 |
) |
Accumulated other comprehensive income |
|
|
- |
|
|
|
1,045 |
|
Total stockholders’ equity / (deficit) |
|
|
523,443 |
|
|
|
(3,841,580 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities, redeemable preferred stock &
stockholders’ equity / (deficit) |
|
$ |
2,807,095 |
|
|
$ |
81,324 |
|
The accompanying notes are an integral part
of these consolidated financial statements.
Global Equity International, Inc. and Subsidiaries
Consolidated Statements
of Operations and Comprehensive Income (Loss)
|
|
For the years ended, |
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
|
|
|
|
|
|
|
Revenue - Clients |
|
$ |
3,165,356 |
|
|
$ |
515,000 |
|
Revenue - Related party clients |
|
|
148,000 |
|
|
|
- |
|
Total revenue |
|
|
3,313,356 |
|
|
|
515,000 |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
454,859 |
|
|
|
314,095 |
|
Salaries |
|
|
1,071,999 |
|
|
|
816,323 |
|
Professional services |
|
|
332,105 |
|
|
|
254,953 |
|
Depreciation |
|
|
11,251 |
|
|
|
4,372 |
|
Impairment of investment |
|
|
- |
|
|
|
2,000 |
|
Total operating expenses |
|
|
1,870,214 |
|
|
|
1,391,743 |
|
|
|
|
|
|
|
|
|
|
Net income / (loss) from operations |
|
$ |
1,443,142 |
|
|
$ |
(876,743 |
) |
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(337,106 |
) |
|
|
(608,973 |
) |
Finance Charges |
|
|
(124,175 |
) |
|
|
- |
|
Amortization of debt discount |
|
|
(355,253 |
) |
|
|
(299,535 |
) |
Loss on derivative liabilities |
|
|
(407,482 |
) |
|
|
(227,495 |
) |
Loss on conversion of notes and other liabilities |
|
|
(733,922 |
) |
|
|
(369,949 |
) |
Gain on settlement of debt |
|
|
660,578 |
|
|
|
138,834 |
|
Gain on extinguishment of other liabilities |
|
|
116,921 |
|
|
|
22,486 |
|
Bad debt expense |
|
|
(13,345 |
) |
|
|
- |
|
Exchange rate loss |
|
|
(1,924 |
) |
|
|
(754 |
) |
Total other income (expense) |
|
$ |
(1,195,708 |
) |
|
$ |
(1,345,386 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
247,434 |
|
|
$ |
(2,222,129 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic & dilutive |
|
|
373,102,366 |
|
|
|
32,487,859 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share - basic & dilutive |
|
$ |
0.001 |
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
Comprehensive income (Loss): |
|
|
|
|
|
|
|
|
(Loss) / gain on foreign currency translation |
|
|
(1,045 |
) |
|
|
1,045 |
|
Net income (loss) |
|
|
247,434 |
|
|
|
(2,222,129 |
) |
Comprehensive income (Loss) |
|
$ |
246,389 |
|
|
$ |
(2,221,084 |
) |
The accompanying notes
are an integral part of these consolidated financial statements.
Global Equity International, Inc. and Subsidiary
Consolidated Statements
of Changes in Stockholders’ Equity / (Deficit)
For the years ended December 31, 2015 and
2014
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
Total Stockholders’ |
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Stock |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Equity / |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Payable |
|
|
Deficit |
|
|
Income / (Loss) |
|
|
(Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2013 |
|
|
31,044,202 |
|
|
$ |
31,045 |
|
|
$ |
2,657,659 |
|
|
$ |
82,850 |
|
|
$ |
(5,212,521 |
) |
|
$ |
- |
|
|
$ |
(2,440,967 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in settlement of debt and accrued interest |
|
|
3,908,446 |
|
|
|
3,908 |
|
|
|
613,621 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
617,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
|
818,500 |
|
|
|
818 |
|
|
|
105,457 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
106,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in lieu of salary bonus ($0.16 per share) |
|
|
500,000 |
|
|
|
500 |
|
|
|
79,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt discount on note converted |
|
|
- |
|
|
|
- |
|
|
|
16,667 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
16,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,222,129 |
) |
|
|
- |
|
|
|
(2,222,129 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,045 |
|
|
|
1,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2014 |
|
|
36,271,148 |
|
|
$ |
36,271 |
|
|
$ |
3,472,904 |
|
|
$ |
82,850 |
|
|
$ |
(7,434,650 |
) |
|
$ |
1,045 |
|
|
$ |
(3,841,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in settlement of debt and accrued interest |
|
|
557,956,997 |
|
|
|
557,957 |
|
|
|
1,222,927 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,780,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in settlement of accrued salary and commission |
|
|
175,297,274 |
|
|
|
175,297 |
|
|
|
1,071,210 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,246,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services provided |
|
|
6,640,554 |
|
|
|
6,641 |
|
|
|
147,452 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
154,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of preferred stock |
|
|
- |
|
|
|
- |
|
|
|
1,020,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,020,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock payable written back |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(82,850 |
) |
|
|
- |
|
|
|
- |
|
|
|
(82,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
247,434 |
|
|
|
- |
|
|
|
247,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,045 |
) |
|
|
(1,045 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2015 |
|
|
776,165,973 |
|
|
$ |
776,166 |
|
|
$ |
6,934,492 |
|
|
$ |
- |
|
|
|
(7,187,216 |
) |
|
$ |
- |
|
|
$ |
523,443 |
|
The accompanying notes
are an integral part of these consolidated financial statements.
Global Equity International Inc. And Subsidiaries
Consolidated Statement
of Cash Flows
|
|
For the years ended, |
|
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income / (loss) |
|
$ |
247,434 |
|
|
$ |
(2,222,129 |
) |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income / (loss) to net cash provided by (used
in) operating activities |
|
|
|
|
|
|
|
|
Depreciation |
|
|
11,251 |
|
|
|
4,372 |
|
Common stock issued for bonus |
|
|
- |
|
|
|
80,000 |
|
Consulting revenue as repayment of loan |
|
|
- |
|
|
|
(50,000 |
) |
Common stock issued for services rendered |
|
|
155,827 |
|
|
|
106,275 |
|
Securities received as payment for services |
|
|
(2,647,471 |
) |
|
|
- |
|
Loss on conversion of notes |
|
|
733,922 |
|
|
|
369,949 |
|
Loss on derivate liability - Notes payable |
|
|
407,482 |
|
|
|
227,495 |
|
Gain on settlement of debt |
|
|
(660,578 |
) |
|
|
(138,834 |
) |
Gain on extinguishment of other liabilities |
|
|
(116,921 |
) |
|
|
(22,486 |
) |
Amortization of debt discount |
|
|
355,253 |
|
|
|
299,535 |
|
Impairment loss on available for sale marketable securities |
|
|
- |
|
|
|
2,000 |
|
Bad debts |
|
|
13,345 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaids |
|
|
(80,150 |
) |
|
|
26,049 |
|
Accrued interest and finance charges |
|
|
441,358 |
|
|
|
608,973 |
|
Accounts payable and accrued liabilities |
|
|
445,780 |
|
|
|
91,464 |
|
Accounts payable - related parties |
|
|
240,704 |
|
|
|
168,931 |
|
Deferred revenue |
|
|
377,115 |
|
|
|
215,015 |
|
Accounts receivable |
|
|
- |
|
|
|
- |
|
Other current assets |
|
|
1,499 |
|
|
|
442,719 |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) / provided by operating activities: |
|
$ |
(74,150 |
) |
|
$ |
209,328 |
|
|
|
|
|
|
|
|
|
|
Cash Flows used in investing activities: |
|
|
|
|
|
|
|
|
Office furniture and equipment, net |
|
|
(1,108 |
) |
|
|
(26,779 |
) |
Loans given to non-affiliate |
|
|
- |
|
|
|
(4,825 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
$ |
(1,108 |
) |
|
$ |
(31,604 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from loans - related parties |
|
|
48,422 |
|
|
|
1,401 |
|
Repayment of loans - related parties |
|
|
(5,500 |
) |
|
|
- |
|
Convertible loan payable |
|
|
- |
|
|
|
240,500 |
|
Proceeds from notes payable |
|
|
100,000 |
|
|
|
- |
|
Proceeds from issuance of common stock |
|
|
- |
|
|
|
- |
|
Repayment of notes payable |
|
|
(43,482 |
) |
|
|
(450,500 |
) |
Proceeds from issuance of common stock |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash provided by / (used in) financing activities |
|
$ |
99,440 |
|
|
$ |
(208,599 |
) |
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash |
|
$ |
24,182 |
|
|
$ |
(30,875 |
) |
|
|
|
|
|
|
|
|
|
Effect of Exchange Rates on Cash |
|
|
(1,045 |
) |
|
|
1,045 |
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Year |
|
$ |
19,026 |
|
|
$ |
48,856 |
|
|
|
|
|
|
|
|
|
|
Cash at End of Year |
|
$ |
42,163 |
|
|
$ |
19,026 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
30,981 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable and interest converted into shares |
|
$ |
637,820 |
|
|
$ |
124,534 |
|
Cancellation of notes payable and subscription receivable
against it |
|
|
- |
|
|
|
100,000 |
|
Debt discount and issuance costs recorded on notes
payable |
|
$ |
35,000 |
|
|
$ |
5,000 |
|
Accounts payable and accrued salaries settled in shares |
|
$ |
552,958 |
|
|
$ |
- |
|
Cancellation of redeemable series
A preferred stock
|
|
$ |
1,020,000 |
|
|
$ |
- |
|
The accompanying notes
are an integral part of these consolidated financial statements.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Note
1 - Organization and 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% owned subsidiary, GE Professionals DMCC (Dubai).
Revenue
is generated from business consulting services, introduction fees, and equity participation.
Note
2 - Basis of Presentation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”). All amounts in the consolidated financial statements are stated in U.S.
dollars.
Note
3 - Going Concern
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not
include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be
necessary should the Company be unable to continue as a going concern.
As
reflected in the accompanying consolidated financial statements, the Company had a net income of $247,434 and net cash used in
operations of $74,150 for the year ended December 31, 2015; and a working capital deficit of $2,147,109 and stockholders´
equity of $523,443 as of December 31, 2015. Some of these factors raise substantial doubt about the Company’s ability to
continue as a going concern.
The
ability for the Company to continue its operations is primarily dependent on:
a)
Continually engaging with new clients which over the years has become consistent.
b)
Consummating and executing current engagements.
Whilst
the Company´s current engagements are being consummated and executed, management may decide to raise further interim funding
on a non-convertible basis.
The
Company´s deferred revenue, $839,130 at December 31, 2015, is non-refundable hence once certain contractual milestones are
achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will
become revenue for the Company and therefore no cash outlays are required for these liabilities.
The
Company may also need to borrow funds with certain related parties, such as management, to sustain the Company’s existence.
In addition, in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
It
is important to note that the two largest debts (The Able Foundation loan & Eden loan) stated on our current liabilities are
non-collateralized and non-convertible loans.
Finally,
any monies owed to management can be forgiven if necessary.
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 consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual
results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for
doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities
held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations, and equity valuations for
non-cash equity grants.
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 December
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.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Foreign
currency policy
The
Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying
consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary
is the Arab Emirates Dirham (AED). All foreign currency balances and transactions are translated into United States dollars “$”
and/or “USD” as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the
balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.
Equity transactions are translated using spot rate prevailing at each historical transaction date. Translation adjustments arising
from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit)
as “Accumulated other comprehensive income (loss).” Since the AED is tagged to the U.S. dollar, translation gains
and losses are always de minimis. Gains and losses resulting from foreign currency transactions are included in the statement
of operations.
Investments
(A)
Classification of Securities
Marketable
Securities
At
the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends
on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported
at fair value, while securities classified as held-to-maturity are reported at amortized cost.
Any
unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) are computed
on a specific identification basis and are reflected in the statement of operations.
Cost
Method Investments
Securities
that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their
original cost basis and are subject to impairment testing.
(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 did not record any other
than temporary impairment during 2015 and recorded a $2,000 impairment in 2014.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Fixed
Assets
Fixed
assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives
of the assets. Cost of improvements that substantially extend the useful lives of assets can be capitalized. Repairs and maintenance
expenses are to be charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated
depreciation are removed from the consolidated financial statements.
Beneficial
Conversion Features
For
conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion
feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.
When
the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective
debt instrument. The discount is amortized to interest expense over the life of the debt.
Debt
issue costs and debt discount
The
Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance
of debt whether convertible or not. These costs are amortized over the life of the debt to interest expense. If a conversion of
the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Original
issue discount
If
debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount
of the note and is amortized to interest expense over the life of the debt.
Valuation
of Derivative Instruments
ASC
815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with
freestanding derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes.
In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. When a note containing a
bifurcated embedded derivative is converted, the note balance and the related derivative balance are relieved and a gain or loss
on extinguishment is recorded. At December 31, 2015 and 2014, the Company had a derivative liability balance of $0 and $695,447,
respectively.
Revenue
Recognition
We
recognize revenue from the services we provide in accordance with ASC Topic 605, Revenue Recognition. ASC Topic 605 sets
forth guidance as to when revenue is realized or realizable and earned, which is generally, when all of the following criteria
are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the
seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Generally, the contract
terms for these services are relatively short in duration.
We
receive consideration in the form of cash and/or securities.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
We
recognize cash consideration as revenues as the services are performed either on a pro rata basis or on a milestone basis.
Securities
received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to
us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received
in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the
services are competed.
All
revenues are generated from clients whose operations are based outside of the United States.
At
December 31, 2015 and 2014, the Company had the following concentrations of accounts receivables with customers:
Customer | |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | | |
| | |
ACI | |
| 0 | % | |
| 100 | % |
For
the years ended December 31, 2015 and 2014, the Company had the following concentrations of revenues with customers:
Customer | |
December 31, 2015 | | |
December 31, 2014 | |
| |
| | |
| |
VTH | |
| 0 | % | |
| 3.89 | % |
AUT | |
| 0 | % | |
| 11.65 | % |
ATC | |
| 0 | % | |
| 5.83 | % |
PCI | |
| 0 | % | |
| 5.83 | % |
YMD | |
| 0 | % | |
| 4.85 | % |
IOA | |
| 0 | % | |
| 4.85 | % |
STV | |
| 0 | % | |
| 4.85 | % |
DSI | |
| 0 | % | |
| 22.33 | % |
SAC | |
| 1.81 | % | |
| 4.85 | % |
MHB | |
| 0.91 | % | |
| 19.42 | % |
UNI | |
| 6.10 | % | |
| 11.65 | % |
DUO | |
| 31.25 | % | |
| 0 | % |
TAM | |
| 1.81 | % | |
| 0 | % |
EER | |
| 0.91 | % | |
| 0 | % |
MGP | |
| 1.81 | % | |
| 0 | % |
PDI | |
| 49.96 | % | |
| 0 | % |
QFS | |
| 0.38 | % | |
| 0 | % |
INSCX | |
| 0.60 | % | |
| 0 | % |
ALP | |
| 4.46 | % | |
| 0 | % |
| |
| 100 | % | |
| 100 | % |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Deferred
Revenue
Deferred
revenue represents fees that have been received by the Company for requested services that have not been completed. Following
table illustrates the movement in deferred revenue during the years ended December 31, 2015 and 2014:
Balance, December 31, 2013 | |
$ | 247,000 | |
New payments received in 2014 | |
| 512,015 | |
Revenue recognized during 2014 | |
| (297,000 | ) |
Balance, December 31, 2014 | |
$ | 462,015 | |
New payments received in 2015 | |
| 2,099,520 | |
Revenue recognized during 2015 | |
| (1,722,405 | ) |
Balance, December 31, 2015 | |
$ | 839,130 | |
Share-based
payments
The
Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock
grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to
vest.
Share
based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. Share
based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered
or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts received
prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The
grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.
When
computing fair value, the Company considered the following variables:
|
● |
The
risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the
share based payment in effect at the time of the grant. |
|
|
|
|
● |
The
expected term is developed by management estimate. |
|
|
|
|
● |
The
Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common
stock in the near future. |
|
|
|
|
● |
The
expected volatility is based on management estimates which are based upon our historical volatility. |
|
|
|
|
● |
The
forfeiture rate is based on historical experience. |
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets
if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada
income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S.
The
Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized
income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition
or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties
related to unrecognized tax benefits in income tax expense. There were no penalties or interest for the years ended December 31,
2015 and 2014.
The
Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2012,
2013 and 2014 tax years.
The
Company’s subsidiary, GEP, is incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company
is subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that
does not do business in Seychelles, is not subject to income tax there. GEP did not do business in Seychelles for the years ended
December 31, 2015 and 2014, and GEP does not intend to do business in Seychelles in the future. Accordingly, the Company is not
subject to income tax in Seychelles for the years ended December 31, 2015 and 2014. All business activities were performed by
GEP in Dubai for the years ended December 31, 2015 and December 31, 2014. Dubai does not have an income tax.
Earnings
per Share
The
basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common
stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted
average number of shares of common stock and common stock equivalents outstanding during the period.
As
at December 31, 2015, the Company had no common stock equivalents, which, if exercisable, would be dilutive. A separate computation
of diluted earnings (loss) per share is not presented.
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. |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
The
carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to
related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments.
The
Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities
at fair value on a non-recurring basis. Consequently, the Company 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 December
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):
| |
December 31, 2015 | | |
December 31, 2014 | |
Level 3 – Non-Marketable Securities – Non-recurring | |
$ | 2,650,471 | | |
$ | 3,000 | |
Level 3 – Derivative liabilities – Recurring | |
$ | - | | |
$ | (695,447 | ) |
During
2014, the Company recorded impairment of non-marketable securities of $2,000. There was no impairment of non-marketable securities
in 2015.
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 investments
in equity securities held in private companies.
Management
believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is
considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either
temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that
other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature
does provide some examples of factors, which may be indicative of an “other-than-temporary impairment”, such as:
|
● |
the
length of time and extent to which market value has been less than cost; |
|
|
|
|
● |
the
financial condition and near-term prospects of the issuer; and |
|
|
|
|
● |
the
intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated
recovery in market value. |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Management
believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less
than cost is nominal.
Changes
in Level 3 assets measured at fair value for the years ended December 31, 2015 and 2014 were as follows:
Balance, December 31, 2013 | |
$ | 5,000 | |
Realized and unrealized gains (losses) | |
| - | |
Purchases, sales and settlements | |
| - | |
Impairment loss | |
| (2,000 | ) |
Balance, December 31, 2014 | |
| 3,000 | |
Realized and unrealized gains (losses) | |
| - | |
Purchases, sales and settlements | |
| 2,647,471 | |
Impairment loss | |
| - | |
Balance, December 31, 2015 | |
$ | 2,650,471 | |
Derivative
liabilities — These instruments result from 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 year ended December 31, 2015.
Balance, December 31, 2014 | |
$ | 695,447 | |
Initial derivatives recorded from 1/1/2015 to 12/31/2015 | |
| - | |
Changes in fair value from 1/1/2015 to 12/31/2015 | |
| 407,482 | |
Reduction of derivative from debt conversions or paybacks | |
| (1,102,929 | ) |
Reclassifications to/from APIC for the change in status | |
| - | |
Balance, December 31, 2015 | |
$ | - | |
Recent
Accounting Pronouncements
There
are no new accounting pronouncements that have any impact on the Company’s consolidated financial statements other than
discussed below:
In
April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03,“Simplifying the
Presentation of Debt Issuance Costs,” which changes the presentation of debt issuance costs in financial statements.
Under this guidance such costs would be presented as a direct deduction from the related debt liability rather than as an asset.
This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently
evaluating the impact this guidance will have on its Consolidated Balance Sheet.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Note
5 - Loans Receivable
On
March 22, 2013, the Company granted a loan to a third party, Dreamscapes Properties International Inc. The principal amount loaned
was $6,000, the agreed interest rate was 5% per annum, and the loan would have to be repaid no later than one year from the date
that the loan was granted. During the year ended December 31, 2015, the company wrote off $6,000 as this amount was deemed as
uncollectible.
In
October 2014, the Company granted a loan to another third party. The principal amount loaned 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.
During the year ended December 31, 2015, the company wrote off $4,825 as it was deemed uncollectible.
Note
6 - Investments
The
Company holds following common equity securities in private and reporting companies:
| |
12/31/2015 | | |
12/31/2014 | | |
|
Company | |
No. of Shares | | |
Book value | | |
No. of Shares | | |
Book value | | |
Status |
M1 Lux AG | |
| 2,000,000 | | |
$ | - | | |
| 2,000,000 | | |
$ | - | | |
Private Company |
Monkey Rock Group Inc. | |
| 1,500,000 | | |
$ | - | | |
| 1,500,000 | | |
$ | - | | |
Reporting Company – OTC |
Voz Mobile Cloud Limited | |
| 3,200,000 | | |
$ | - | | |
| 3,200,000 | | |
$ | - | | |
Private Company |
Arrow Cars International Inc. | |
| 3,000,000 | | |
$ | 3,000 | | |
| 3,000,000 | | |
$ | 3,000 | | |
Reporting Company – OTC |
Direct Security Integration Inc. | |
| 400,000 | | |
$ | - | | |
| 400,000 | | |
$ | - | | |
Private Company |
Duo World Inc. | |
| 3,460,000 | | |
$ | 865,000 | | |
| - | | |
$ | - | | |
Private Company |
Primesite Developments Inc. | |
| 5,606,521 | | |
$ | 1,781,521 | | |
| - | | |
$ | - | | |
Private Company |
| |
| 19,166,521 | | |
$ | 2,649,521 | | |
| 10,100,000 | | |
$ | 3,000 | | |
|
The
Company holds following preferred equity securities in private companies:
| |
12/31/2015 | | |
12/31/2014 | | |
|
Company | |
No. of Shares | | |
Book value | | |
No. of Shares | | |
Book value | | |
Status |
Duo World Inc. | |
| 500,000 | | |
$ | 500 | | |
| - | | |
$ | - | | |
Private Company |
Primesite Developments Inc. | |
| 450,000 | | |
$ | 450 | | |
| - | | |
$ | - | | |
Private Company |
| |
| 950,000 | | |
$ | 950 | | |
| - | | |
$ | - | | |
|
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
On
April 28, 2015, the Company received 3,460,000 common shares from a private company and client having a fair market value of $865,000
that has been treated as a cost method investment. The value of the cost method investment pertains to the receipt of 9.09% of
the common stock in a private company in which the best evidence of value was the last available price at which shares were sold
in a private placement. On April 28, 2015, the Company received 500,000 preferred shares from the same private company and client
having a fair market value of $500 that is treated as a cost method investment. The value of the cost method investment pertains
to the receipt of 10% of the preferred stock in this private company in which the best evidence of value was the services rendered.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
September 24, 2015, the Company received 4,500,000 common shares from a private company and client having a fair market value
of $675,000 that is treated as a cost method investment. The value of the cost method investment pertains to partial receipt of
5% of the common stock in a private company in which the best evidence of value was based on the net asset value of the private
company. On September 24, 2015, the Company also received 450,000 preferred shares from the same private company and client having
a fair market value of $450 that is treated as a cost method investment. The value of the cost method investment pertains to the
receipt of the preferred stock (10% of 4,500,000 common shares received) in the aforementioned private company in which the best
evidence of value was the services rendered. On December 14, 2015, the Company further received 1,106,521 common shares from the
same private company and client having a fair market value of $1,106,521 that is treated as a cost method investment. The value
of the cost method investment pertains to partial receipt of 5% of the common stock in a private company in which the best evidence
of value was based on the debt conversion price of the private company.
At
December 31, 2015, there were no identifiable events or changes in circumstances that had a significant adverse effect on the
value of the investments; hence, no impairment is required as at December 31, 2015.
Note
7 - Fixed Assets
Following
table reflects net book value of fixed assets as at December 31, 2015 and 2014:
| |
12/31/2015 | | |
12/31/2014 | | |
Useful Life |
Furniture and Equipment | |
$ | 37,204 | | |
$ | 36,095 | | |
3 to 5 years |
Accumulated depreciation | |
$ | (17,123 | ) | |
$ | (5,871 | ) | |
|
Net fixed assets | |
$ | 20,081 | | |
$ | 30,224 | | |
|
Depreciation
expense for the years ended December 31, 2015 and 2014 was $11,251 and $4,372, respectively.
Note
8 - Debt & Accounts Payables
(A)
Accounts payable and accrued liabilities
The
following table represents breakdown of accounts payable as of December 31, 2015 and December 31, 2014, respectively:
| |
12/31/2015 | | |
12/31/2014 | |
Accrued salaries and benefits | |
$ | 79,386 | | |
$ | 13,658 | |
Other payables & accrued liabilities | |
| 293,607 | | |
| 100,533 | |
| |
$ | 372,993 | | |
$ | 114,191 | |
On
September 9, 2015, one of the employees of the Company decided to convert his accrued salary and commission balance to the common
shares of the Company at $0.01 per share. As a result of this conversion, the Company issued 5,500,000 common shares having a
fair value of $0.014 per share or $77,000 to the employee for his accrued salary and bonus of $55,000. As a result, $22,000 was
recognized as net loss on conversion into stock.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
September 10, 2015, another employee of the Company decided to convert his accrued salary and commission balance to the common
shares of the Company at $0.00735 per share. As a result of this conversion, the Company issued 10,749,000 common shares having
a fair value of $0.0127 per share or $136,512 to the employee for his accrued salary and bonus of $79,000. As a result, $57,512
was recognized as net loss on conversion into stock.
On
December 4, 2015, one of the employees of the Company decided to convert his accrued salary and bonus balance to the common shares
of the Company at $0.0233 per share. Because of this conversion, the Company issued 892,790 common shares having a fair value
of $0.0233 per share or $20,802, based on the quoted trading price, to the employee for his accrued salary and bonus of $20,000
and expenses payable of $802. As a result, no gain/loss was recognized on conversion into stock.
(B)
Accounts payable and accrued liabilities – related parties
The
following table represents the accounts payable to related parties as of December 31, 2015 and December 31, 2014, respectively:
| |
12/31/2015 | | |
12/31/2014 | |
Salaries | |
$ | 152,875 | | |
$ | 353,913 | |
Expenses | |
| 50,734 | | |
| 7,071 | |
| |
$ | 203,609 | | |
$ | 360,984 | |
On
August 27, 2015, all of the officers and directors of the Company decided to convert their accrued salaries balance amounting
to $398,156 to the common shares of the Company at $0.0025 per share, which is 50% of the average 20 days closing price prior
to the conversion. Following is the breakdown of this conversion:
|
● |
The
Company issued 69,076,922 common shares at $0.0025 per share having a fair value of $0.0064 per share or $442,092 to Mr. Enzo
Taddei for his accrued salary balance of $173,901. As a result, $268,191 was recognized as net loss on conversion into stock. |
|
|
|
|
● |
The
Company issued 42,127,492 common shares at $0.0025 per share having a fair value of $0.0064 per share or $269,616 to Mr. Peter
Smith for his accrued salary balance of $106,056. As a result, $163,560 was recognized as net loss on conversion into stock. |
|
|
|
|
● |
The
Company issued 46,951,071 common shares at $0.0025 per share having a fair value of $0.0064 per share or $300,487 to Mr. Patrick
Dolan for his accrued salary balance of $118,199. As a result, $182,288 was recognized as net loss on conversion into stock. |
| (C) | Related
party – short term loans payable |
The
Company received loans from two of its officers and directors. The loans were non-interest bearing, unsecured and due on demand.
The following table represents the loans payable activity as of December 31, 2015 and 2014:
Balance, December 31, 2013 | |
$ | 57,194 | |
Proceeds from loans | |
| 1,401 | |
Repayments | |
| - | |
Balance, December 31, 2014 | |
$ | 58,595 | |
Proceeds from loans | |
| 48,422 | |
Repayments | |
| (5,500 | ) |
Converted to common stock | |
| (101,517 | ) |
Balance, December 31, 2015 | |
$ | - | |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
August 27, 2015, both of the officers and directors of the Company decided to convert their short-term loans payable balance amounting
to $101,517 to common shares of the Company at $0.0025 per share, which is 50% of the average 20 days closing price prior to the
conversion. Following is the breakdown of this conversion:
|
● |
The
Company issued 11,776,756 common shares at $0.0025 per share having a fair value of $0.0064 per share or $75,371 to Mr. Enzo
Taddei for his loan payable balance of $29,648. As a result, $45,723 was recognized as net loss on conversion into stock. |
|
|
|
|
● |
The
Company issued 28,547,822 common shares at $0.0025 per share having a fair value of $0.0064 per share or $182,706 to Mr. Peter
Smith for his loan payable balance of $71,869. As a result, $110,837 was recognized as net loss on conversion into stock. |
(D)
Related party – short term convertible notes
The
Company had 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, 2012, $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 had a term of two years from March 31, 2013 and were payable on demand having accrued interest at 10% on the loan
period. The agreements also gave 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.
The
principal balance outstanding of the loan payable account (net of unamortized debt discount of $268,189) as at December 31, 2014
was $33,800. During the year ended December 31, 2015, the Company converted the full amount of convertible loans outstanding to
its officers and directors amounting to $301,989 and related accrued interest of $21,386 into its common stock by issuing 303,499,047
common shares, which makes the outstanding convertible loan and interest payable of $0 as at December 31, 2015. As a result, $119,322
was recognized as gain on conversion into stock.
During
the year ended December 31, 2015, total interest of $17,297 was accrued and a total of $268,189 debt discount was amortized leaving
an unamortized balance of $0. The fair value of derivative liability as on December 31, 2015 is $0, as the debt was fully converted
into shares, thereby recognizing a net loss on derivative liability for the year ended December 31, 2015 of $206,765.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
(E)
Notes payable
Following
is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2014:
Date of Note | |
Principal (net of debt discount) | | |
Accrued Interest | | |
Total payable | |
October 9, 2013 | |
$ | 120,420 | | |
$ | 106,196 | | |
$ | 226,616 | |
October 17, 2013 | |
| 319,598 | | |
| 429,799 | | |
| 749,397 | |
November 26, 2013 | |
| - | | |
| 37,971 | | |
| 37,971 | |
Balance at December 31, 2014 | |
$ | 440,018 | | |
$ | 573,966 | | |
$ | 1,013,984 | |
Following
is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2015:
Date of Note | |
Principal (net of debt discount) | | |
Accrued Interest | | |
Total payable | |
October 9, 2013 | |
$ | 120,420 | | |
$ | 106,196 | | |
$ | 226,616 | |
October 17, 2013 | |
| 319,598 | | |
| 160,402 | | |
| 480,000 | |
November 26, 2013 | |
| - | | |
| 37,971 | | |
| 37,971 | |
August 27, 2015 | |
| 123,333 | | |
| - | | |
| 123,333 | |
Balance at December 31, 2015 | |
$ | 563,351 | | |
$ | 304,569 | | |
$ | 867,920 | |
|
● |
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, 2015 is $106,196. The Company also accrued $184,656 provision for potential damages due to the
ongoing litigation in the Dubai Courts as of December 31, 2015 which is included in accounts payable and accrued liabilities
in the accompanying consolidated balance sheet. |
Loan granted in 2013 | |
$ | 120,420 | |
Interest accrued in 2013 | |
| 56,196 | |
Balance at December 31, 2013 | |
$ | 176,616 | |
| |
| | |
Interest accrued in 2014 | |
| 50,000 | |
Balance at December 31, 2014 | |
$ | 226,616 | |
| |
| | |
Interest accrued in 2015 | |
| - | |
Potential damages accrued in 2015 | |
| 184,656 | |
Balance at December 31, 2015 | |
$ | 411,272 | |
|
● |
On
October 17, 2013, the Company secured a three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement
to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee,
1,600,000 shares of Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares
used as a form of guarantee formed part of the assets of our Company. |
On
September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed
on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal,
accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. As a result,
the Company has reversed the excess accrued interest and monitoring fee payable amounting to $660,578 recognized as a gain on
settlement; leaving the principal loan balance of $319,598 and accrued interest balance $180,402 of as on September 30, 2015.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest
balance of $160,402 and principal loan balance $319,598 of as on December 31, 2015. The December 31, 2015 installment of $50,000,
as per the amended agreement, has not been paid and the first installment in 2016 is not due until March 31, 2016.
Loan granted in 2013 | |
$ | 319,598 | |
Interest accrued in 2013 | |
| 39,602 | |
Balance at December 31, 2013 | |
$ | 359,200 | |
| |
| | |
Interest accrued in 2014 | |
| 390,197 | |
Balance at December 31, 2014 | |
$ | 749,397 | |
| |
| | |
Monitoring fee accrual | |
| 124,175 | |
Interest accrued in 2015 | |
| 287,006 | |
Interest repayment | |
| (20,000 | ) |
Excess interest and monitoring fee gain | |
| (660,578 | ) |
Balance at December 31, 2015 | |
$ | 480,000 | |
|
● |
On
August 27, 2015, the Company secured a six month non-convertible loan for $135,000 carrying an original issue discount of
$30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs. The interest will not
be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2015,
$3,333 of the debt issuance costs and $20,000 of the debt discount balance was amortized to interest expense, leaving an unamortized
issue cost and discount balance of $11,667. |
Principal loan amount | |
$ | 135,000 | |
Original issue discount | |
| (30,000 | ) |
Issuance costs | |
| (5,000 | ) |
Amortization of OID and issuance costs in 2015 | |
| 23,333 | |
| |
| | |
Balance at December 31, 2015 | |
$ | 123,333 | |
(Net of unamortized discount and issue costs of $11,667) | |
| | |
(F)
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 income (expense).
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
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 provided up to an aggregate of $100,000 in gross
proceeds. The LG Note matured on May 1, 2015, having accrued interest of 8% and was 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 which the Company’s shares were traded or any exchange upon which the Common Stock might
be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion was received by
the Company. Accrued interest was paid back in shares of common stock 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.
The
principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal
under this Note was due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest at
the rate of 8%. On December 19, 2014 the note holder decided not to lend any further amounts against the second note, so this
amount was not received by the company. As such, the second note and corresponding subscription receivable was cancelled during
the year ended December 31, 2014.
The
fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with
a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, a remaining
term of 4 months and a risk-free interest rate of 0.04% resulting in a fair value per share of $0.0070 multiplied by the 11,327,736
shares that would be issued if the Note was exercised on the Effective Date. The fair value of the derivative liability as at
December 31, 2015, was nil as this loan was fully converted into shares during the year ended December 31, 2015.
During
the year ended December 31, 2014, a total interest of $2,677 was accrued and a total of $83,423 debt discount was amortized leaving
an unamortized balance of $16,577. The fair value of derivative liability as on December 31, 2014 was $78,874, thereby recognizing
a net loss of ($25,547) on derivative liability during the year ended December 31, 2014.
During
the year ended December 31, 2015, the Company fully repaid $50,000 in principal and $4,024 of accrued interest by the issuance
of 65,283,160 shares of common stock priced between $0.0011 and $0.0067per share. As a result, $6,757 was recognized as net gain
on conversion into stock.
During
the year ended December 31, 2015, total interest of $1,424 was accrued and a total of $16,575 debt discount was amortized leaving
an unamortized balance of $0. The company recognized a net gain on derivative liability during the year ended December 31, 2015,
of $61,641. As of December 31, 2015, this convertible debt has been fully extinguished.
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 provided 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.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
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
principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal
under this Note would be due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest
at the rate of 8%. This amount was not received and as on December 24, 2014 the note holder decided not to lend any further amounts.
As such the second note and corresponding subscription receivable was cancelled during the year ended December 31, 2014.
The
fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with
a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, over
remaining term of 4 months and a risk-free interest rate of 0.040% resulting in a fair value per share of $0.0070 multiplied by
the 8,403,170 shares that would be issued if the Note was exercised on the Effective Date. The fair value of the derivative liability
as at December 31, 2015 was nil as this loan was fully converted into shares during the year ended December 31, 2015.
During
the quarter ended December 31, 2014, after the initial 180 days, the Company repaid $13,000 in principal by the issuance of 518,498
shares of common stock priced between $0.08 to $0.0844 per share. As a result, a total of $13,000 of debt discount was amortized
and $27,364 was recognized as loss on conversion into stock.
During
the year ended December 31, 2014, a total interest of $2,518 was accrued and a total of $85,579 debt discount was amortized leaving
an unamortized balance of $14,421. The fair value of derivative liability as on December 31, 2014 was $58,511, thereby recognizing
a net loss of ($38,056) on derivative liability during the year ended December 31, 2014.
During
the year ended December 31, 2015, the Company fully 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 and $0.0057 per share. As a result, $14,641was recognized as net gain
on conversion into stock.
During
the year ended December 31, 2015, total interest of $652 was accrued and a total of $14,421 debt discount was amortized leaving
an unamortized balance of $0. The company recognized a net loss on derivative liability during the year ended December 31, 2015
of $(157). As of December 31, 2015, this convertible debt has been fully extinguished.
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 Deposits/Withdrawals
at Custodian (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. The Company opted to receive only $55,000 of the possible $250,000.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
During
the year ended December 31, 2014, after the initial 90 days, the Company repaid $7,500 in principal by issuance of 600,000 shares
of common stock at $0.0300 per share. As a result, a total of $7,500 of debt discount was amortized and $6,078 was recognized
as loss on conversion into stock. The fair value of the derivative liability as at December 31, 2015 was nil as this loan was
fully converted into stock during the year ended December 31, 2015.
During
the year ended December 31, 2014, a total interest of $13,972, other fees of $4,400 were incurred, an accrued interest of $18,372
was recognized and a total of $20,194 debt discount was amortized leaving an unamortized balance of $34,807. The fair value of
derivative liability as on December 31, 2014 was $112,941, thereby recognizing a net loss of ($62,363) on derivative liability
during the year ended December 31, 2014.
During
the year ended December 31, 2015, the Company fully repaid $47,500 in principal and $18,372 of accrued original issue discount
by the issuance of 103,313,129 shares of common stock priced between $0.0010 and $0.0065 per share. As a result, $57,039 was recognized
as net gain on conversion into stock.
During
the year ended December 31, 2015, a total debt discount of $34,805 was amortized leaving an unamortized balance of $0. The company
recognized a net gain on derivative liability during the year ended December 31, 2015 of $190,844. As of December 31, 2015, this
convertible debt has been fully extinguished.
On
September 9, 2013, the Company secured a nine-month convertible loan for $32,500 with an 8% interest rate due on June 11, 2014.
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 the 9-month period ends, hence not converting the
debt into equity; borrower shall make payment to the holder of an amount in cash (the “Optional Prepayment Amount”)
equal to 130% of total amount due inclusive of principal and interest accrued. Between October and December of 2014, the note
holder converted the loan by issuing 1,993,232 common shares of value $433,402 and recognizing a loss of $336,507 on conversion
into stock.
During
the year ended December 31, 2014, a total interest of $2,855 was paid and a total of $53,000 debt discount was amortized leaving
an unamortized balance of $0. The fair value of derivative liability as on December 31, 2014 was $0, thereby recognizing a net
gain of $9,105 on derivative liability during the year ended December 31, 2014.
The
Company entered into 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 was due on June 29, 2015. The terms of the conversion included a 42% discount to market
based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opted to pay the loan
back on or before 180 days, hence not converting the debt into equity, borrower should 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 note holder.
The
fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with
a quoted market price of $0.0080, a conversion price of $0.0045, expected volatility of 401.89%, no expected dividends, over remaining
term of 6 months and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.0071 multiplied by the 7,294,445
shares that would be issued if the Note was exercised on the Effective Date.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
During
the year ended December 31, 2014, a total interest of $657 was accrued and a total of $11,240 debt discount was amortized leaving
an unamortized balance of $21,259. The fair value of derivative liability as on December 31, 2014 was $51,613, thereby recognizing
a net loss of ($19,112) on derivative liability during the year ended December 31, 2014.
During
the year ended December 31, 2015, total interest of $10,325 was accrued and a total of $21,259 debt discount was amortized leaving
an unamortized balance of $0. The fair value of the derivative liability as of December 31, 2015 was $0 as this loan was paid
in full during the quarter ended March 31, 2015 and the company recognized a gain of $51,613 on extinguishment of derivative liability
balance.
During
the quarter ended March 31, 2013, the Company converted $209,475 of unpaid salary to a Convertible Loan Payable. This amount will
be advanced for a term of two years, 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, derivative liability,
and gain on extinguishment attached to the note.
The
fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with
a quoted market price of $0.0080, a conversion price of $0.0063 expected volatility of 368.91%, no expected dividends, over remaining
term of 1 year and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0075 multiplied by the 33,695,784
shares that would be issued if the Note was exercised on the Effective Date.
During
the year ended December 31, 2014, the Company incurred interest expense of $21,037 and amortized $21,820 of debt discount for
this convertible loan note leaving an unamortized balance of $173,138. The fair value of derivative liability as on December 31,
2014 was $254,043, thereby recognizing a net loss of ($59,085) on derivative liability during the year ended December 31, 2014.
During
the year ended December 31, 2015, the Company converted full amount of convertible loan outstanding to Mr. Peter Smith into its
common stock, which makes the outstanding convertible loan payable of $0 as at December 31, 2015.
During
the year ended December 31, 2015, total interest of $11,555 was accrued and a total of $173,138 debt discount was amortized leaving
an unamortized balance of $0. The fair value of derivative liability as on December 31, 2015, is recorded at $0 as the debt was
fully converted into shares, thereby recognizing a net gain on derivative liability during the year ended December 31, 2015, of
$128,481.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
During
the quarter ended March 31, 2013, the Company converted $115,000 of unpaid salary to a 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.
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 December 31, 2014, was determined using the Black Scholes option pricing model with
a quoted market price of $0.0080, a conversion price of $0.0063 expected volatility of 368.91%, no expected dividends, over remaining
term of 1 year and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0075 multiplied by the 18,498,700
shares that would be issued if the Note was exercised on the Effective Date.
During
the year ended December 31, 2014, the Company incurred $11,500 in interest expense and amortized $11,979 of debt discount for
this convertible loan note leaving an unamortized balance of $95,051. The fair value of derivative liability as on December 31,
2014 was $139,467, thereby recognizing a net loss of ($32,437) on derivative liability during the year ended December 31, 2014.
During
the year ended December 31, 2015, the Company converted full amount of convertible loan outstanding to Mr. Enzo Taddei into its
common stock, which makes the outstanding convertible loan payable of $0 as at December 31, 2015.
During
the year ended December 31, 2015, a total interest of $5,742 was accrued and a total of $95,052 debt discount was amortized leaving
an unamortized balance of $0. The fair value of derivative liability as on December 31, 2015 is recorded at $0 as the debt was
fully converted into shares, thereby recognizing a net loss on derivative liability during the year ended December 31, 2015 of
$78,284.
Note
9 - Income Taxes
The
income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 35% as follows:
| |
2015 | | |
2014 | |
| |
| | |
| |
Income Tax provision (benefit) at statutory rate: | |
$ | 86,603 | | |
$ | (777,745 | ) |
| |
| | | |
| | |
Increase (decrease) in income tax due to: | |
| | | |
| | |
Non-Taxable foreign earnings / losses | |
| (402,915 | ) | |
| 328,503 | |
Amortization of debt discount | |
| 30,473 | | |
| 93,008 | |
Loss on derivative liability | |
| 88,315 | | |
| 47,591 | |
Loss on conversion of notes | |
| 328,464 | | |
| 129,482 | |
Stock based compensation | |
| 54,539 | | |
| 65,196 | |
Other non-deductible expenses | |
| - | | |
| 509 | |
Change in valuation allowance | |
| (185,478 | ) | |
| 113,457 | |
| |
| | | |
| | |
Total | |
$ | - | | |
$ | - | |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income taxes.
Net
deferred tax assets and liabilities are comprised of the following:
| |
2015 | | |
2014 | |
| |
| | |
| |
Deferred tax assets (liabilities), current | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Deferred tax assets (liabilities), non-current | |
| | | |
| | |
Net operating loss carryforward | |
$ | 66,190 | | |
$ | 251,668 | |
Valuation allowance | |
$ | (66,190 | ) | |
$ | (251,668 | ) |
| |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Net deferred tax assets (liabilities) | |
$ | - | | |
$ | - | |
Non-current assets (liabilities) | |
$ | - | | |
$ | - | |
| |
$ | - | | |
$ | - | |
The
US parent entity´s expenses are funded by the foreign subsidiaries through a management fee which is included in the US
parent´s unconsolidated US annual income tax return as taxable revenues.
The Company has not recorded deferred income
taxes applicable to undistributed earnings of the foreign subsidiaries because there are cumulative losses in those subsidiaries
through December 31, 2015. In the future the Company does not intend to record deferred income taxes applicable to undistributed
future earnings of the foreign subsidiaries because it is the present intention of management to reinvest the undistributed earnings
indefinitely in those foreign subsidiaries.
In assessing the realizability of deferred
tax assets, management considers that whether it is more-likely-than-not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2015 and
2014, based upon the levels of historical taxable income and the limited experience of the Company, the Company believes that
it is more-likely-than-not that it will not be able to realize the benefits of some or all of these deductible differences. Accordingly,
a valuation allowance of approximately $(66,190) and $(251,668) has been provided in the accompanying financial statements as
of December 31, 2015 and 2014, respectively.
At
December 31, 2015, the Company had approximately $189,000 of US net operating loss carryforwards that will expire starting in
2033.
The
Company is not subject to any foreign income taxes for the years ended December 31, 2015 and 2014. The Company may be subject
to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2012, 2013 and 2014 tax years.
Note
10 - Stockholders’ Equity (Deficit)
(A)
Redeemable Preferred Stock
On
November 30, 2011, the Company authorized and designated 5,000,000 Series “A” convertible preferred shares. On November
13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting
rights and conversion rights of the Company’s Series “A” preferred shares as follows:
|
● |
Voting
Rights: 10 votes per share (votes along with common stock); |
|
|
|
|
● |
Conversion
Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the
second anniversary of issuance; |
|
|
|
|
● |
Dividend
Rights: None; |
|
|
|
|
● |
Liquidation
Rights: None |
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
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 was redeemable on December 1, 2014 and it was presented on the balance sheets
as “Redeemable Preferred Stock” in a manner consistent with temporary equity as at December 31, 2014. There were no
other features associated with this class of redeemable preferred stock, which require disclosure. As at December 31, 2014, there
were 1,983,332 series “A” preferred shares issued and outstanding. The carrying amount and redemption amount was $1,020,000
as at December 31, 2014.
On
May 19, 2015, the board of directors agreed to the non-redemption and returned the 1,983,332 series “A” preferred
shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these
shares was considered a contribution back to the company at zero cost with no gain or loss recognized.
(B)
Common Stock
During
the year ended December 31, 2015, the Company issued 739,894,825 common shares valued at their fair value of $3,181,479 in exchange
for conversion of promissory notes, accrued interest, accrued salaries, and commission of $1,344,629 and related derivative liabilities
of $1,102,928, thereby recognizing a net loss on conversion of $733,922.
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.
Effective
August 3, 2015, the Company again amended its Articles of Incorporation (Article 3) to increase the number of shares of common
stock available to issue from 500,000,000 to 1,000,000,000.
(C)
Notes Receivable Common
On
May 1, 2014, the Company entered into two Securities Purchase Agreements, one with Adar Bay LLC and the other with LG Capital
Inc., each providing for the purchase of a Convertible Redeemable Note. The aggregate principal amount of each note was $100,000.
The first note from each of the funders (“Buyers”) 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 was
classified as Contra Equity account and presented under the statement of stockholders’ deficit. On December 19, 2014 and
December 24, 2014, respectively, the note holders unilaterally decided not to fund these second notes and hence the Second Note,
along with the Buyers Note stands cancelled leaving $0 balance in notes payable and in the Contra Equity Account as at December
31, 2014.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
Note
11 - Related Party Transactions
Following
is the list of related parties and their relationships with the Company for the years ending on December 31, 2015 and 2014:
Name |
|
Relationship |
Mr.
Charles D. Taylor |
|
Director
and Chairman of the Board |
Mr.
Peter J. Smith |
|
President,
Chief Executive Officer and Director |
Mr.
Enzo Taddei |
|
Chief
Financial Officer, Secretary and Director |
Mr.
Patrick V. Dolan |
|
New
Business Development Managing Director and Director |
Alpha
1066, Inc. |
|
Majority
owned by two officers of the Company |
On
July 1, 2015, the Company entered into a consultancy agreement valued at $148,000 with a Nevada Corporation that is majority owned
by the two officers of the Company, Mr. Peter Smith and Mr. Enzo Taddei. During the year ended December 31, 2015, the Company
received $148,000 in cash as per the agreement and has provided the relevant consultancy services in due course of the business,
thereby recognizing it as revenue from related party in the income statement.
On
October 7, 2015, the Company employed and appointed Mr. Charles Taylor as Chairman of the Board of Directors under a renewable
employment agreement (initially) for a period of six months. On October 16, 2015, the Company issued 1,000,000 shares of restricted
common stock valued at a fair value of $0.0419 per share or $41,900 to Mr. Charles Taylor upon conversion of agreed salary compensation
into equity of $40,000.
As
discussed in Note 8(b), 8(c) and 8(d), following is the breakdown of related party balances as on December 31, 2015 and 2014:
| |
12/31/2015 | | |
12/31/2014 | |
Accounts payable and accrued liabilities – related parties | |
$ | 203,609 | | |
$ | 360,984 | |
Short term loans payable – related parties | |
| - | | |
| 58,595 | |
Accrued interest – related parties | |
| - | | |
| 56,873 | |
Short term convertible notes – related parties
(Net of unamortized discount of $268,189) | |
| - | | |
| 33,800 | |
| |
| | | |
| | |
| |
$ | 203,609 | | |
$ | 510,252 | |
Note
12 - Commitments and contingencies
On October 9, 2013, the Company secured a
two month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The
Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal
and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted
shares of common stock in consideration for a for a five month extension on the loan. This stock compensation was issued to the
lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation
loan.
The plaintiff, the Able Foundation, is requesting
a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in 2015 as a provision for
potential damages (see Note 8(e)).
On, June 1, 2015, the Company (the defendant)
retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently, there is a judgment against the
Company (the defendant) for the recovery of $411,272.
The Company’s Dubai lawyers, Al Safar & Partners, has subsequently appealed
this judgement based on the fact that they believe from a legal stand point that:
|
1) |
the Company (the defendant) has not been heard, which is a violation
of the fundamental principle of law “Audi Alteram Partem”. |
|
|
|
|
2) |
there is no legal existence of Global Equity Partners Plc. in
Dubai as it is a Republic of Seychelles corporation hence the Courts of Dubai have no jurisdiction in the matter. |
According to the Dubai lawyers, the judgement
issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and void therefore the Plaintiff´s
claim should be rejected in its entirety.
These legal proceedings and appeal are currently ongoing. The Company intends to vigorously
defend the litigation. At this time, the Company cannot predict the outcome of the litigation.
Global
Equity International, Inc. and Subsidiary
Notes
to Consolidated Financial Statements
December
31, 2015 and 2014
On
October 7, 2015, the Company renewed its rent agreement for its head office at Dubai for a further period of two years amounting
to a rental of $31,850 per annum for the first year (from November 2015 until October 2016) and $35,035 for the second year (from
November 2016 until October 2017). This agreement is further renewable for a period of one year at 5% higher than the current
rent.
Note
13 - Subsequent events
On
February 29, 2016, the Company paid 363,400 preferred shares of Duo World Inc., which the Company was holding as an investment,
to Yenom (Pvt.) Ltd. (“Yenom”). This issuance was for full and final payment of a commission due to Yenom for the
introduction, in 2014, of Duo Software Limited a fully owned subsidiary of Duo World Inc.
On
March 7, 2016, GE Professionals DMCC, a fully owned subsidiary of Global Equity Partners Plc., which, in turn, is a fully owned
subsidiary of Global Equity International Inc., rendered its first invoice for a contract valued at $53,123 for an employment
placement in a senior managerial role of a reputable Construction Company based in the Middle East.
On
March 14, 2016, the Company received 2,271 common shares in one of its clients based in Switzerland, as per the consultancy agreement,
in lieu of contractual services provided.
EXHIBIT
INDEX
List
of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-B
Exhibit
No. |
|
Document
Description |
|
|
|
2* |
|
Plan
and Agreement of Reorganization dated November 15, 2010, among Global Equity International, Inc., Global Equity Partners PLC
and Stockholders of Global Equity Partners LLC |
|
|
|
3.1* |
|
Articles
of Incorporation |
|
|
|
3.(i).2** |
|
Certificate
of Amendment to Articles of Incorporation, effective February 16, 2015. |
|
|
|
3.(i).3****** |
|
Certificate
of Amendment to Articles of Incorporation, effective August 14, 2015. |
|
|
|
3.2* |
|
Bylaws |
|
|
|
4.1*** |
|
Convertible
Note, dated November 22, 2013, in the principal amount of $450,000, made by Global Equity International, Inc. and payable
to Mr. Jason St. Pierre. |
|
|
|
4.2* |
|
Certificate
of Amendment to Certificate of Designation of Series A Convertible Preferred Stock |
|
|
|
10.1******* |
|
Employment
Agreement dated January 1, 2016, with Peter J. Smith. |
|
|
|
10.2******* |
|
Employment
Agreement dated January 1, 2016, with Enzo Taddei. |
|
|
|
10.3******* |
|
Employment
Agreement dated March 1, 2016, with Patrick V. Dolan. |
|
|
|
10.4******* |
|
Employment
Agreement dated October 7, 2015, with Charles Taylor. |
|
|
|
10.5* |
|
Consulting
Agreement between Global Equity Partners Plc. and RFC K.K. dated October 19, 2011 |
|
|
|
10.6* |
|
Consulting
Agreement between Global Equity Partners Plc. and M1 Luxembourg AG dated December 20, 2010. |
|
|
|
10.7**** |
|
Consulting
Agreement, dated May 25, 2012, between the Company and Regis Card Limited |
|
|
|
10.8**** |
|
Consulting
Agreement, dated December 12, 2012, between the Company and Energy Solutions BV |
|
|
|
10.9**** |
|
Consulting
Agreement, dated November 20, 2012, between the Company and Innoveas AG |
|
|
|
10.10**** |
|
Consulting
Agreement, dated December 5, 2012, between the Company and Scorpion Performance, Inc. |
|
|
|
10.11***** |
|
Consulting
Agreement, dated February 23, 2015, between the Company and Unii Limited. |
|
|
|
14* |
|
Code
of Business Conduct and Ethics adopted on September 2, 2011 |
|
|
|
21******* |
|
Subsidiaries |
|
|
|
31.1******* |
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 |
|
|
|
31.2******* |
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 |
|
|
|
32.1******* |
|
906
Certification of Principal Executive Officer |
|
|
|
32.2******* |
|
906
Certification of Principal Financial Officer |
|
|
|
* |
|
Incorporated
by reference to the Company’s Form 10 Registration Statement filed with the Commission
on December 1, 2011, and as subsequently amended. |
|
|
|
** |
|
Incorporated
by reference to the Company’s Form 8-K filed with the Commission on February 17, 2015. |
|
|
|
*** |
|
Incorporated
by reference to the Company’s Form 8-K filed with the Commission on November 29, 2013. |
|
|
|
**** |
|
Incorporated
by reference to the Company’s Form 10-K Annual Report filed with the Commission on April
16, 2013. |
|
|
|
***** |
|
Incorporated
by reference to the Company’s Form 10-K Annual Report filed with the Commission on April
14, 2015. |
|
|
|
****** |
|
Incorporated
by reference to the Company’s Form 8-K filed with the Commission on August 25, 2015.
|
|
|
|
******* |
|
Filed
herewith. |
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Global
Equity International, Inc. |
|
|
|
Dated:
March 18, 2016 |
By: |
/s/
Peter J. Smith |
|
|
Peter J. Smith |
|
Its: |
President and
Chief Executive Officer |
In
accordance with the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Dated:
March 18, 2016 |
By: |
/s/
Peter J. Smith |
|
|
Peter J. Smith |
|
Its: |
President and
Chief Executive Officer and |
|
|
Director
(Principal Executive Officer) |
|
|
|
Dated:
March 18, 2016 |
By: |
/s/
Enzo Taddei |
|
|
Enzo Taddei |
|
Its: |
Chief Financial
Officer, Secretary and |
|
|
Director
(Principal Financial Officer and Principal Accounting Officer) |
Dated:
March 18, 2016 |
By: |
/s/
Patrick V. Dolan |
|
|
Patrick V. Dolan |
|
Its: |
Managing Director |
Dated:
March 18, 2016 |
By: |
/s/
Charles Taylor |
|
|
Charles Taylor |
|
Its: |
Chairman of
the Board of Directors |
EXHIBIT
10.1
![](image_002.jpg)
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT is executed on the dates set forth below the signatures hereon but effective as of January 1, 2016,
and is by and between Global Equity Partners Plc., domiciled in the United Arab Emirates, X3 Jumeirah Bay Tower,
Office 3305, JLT, Dubai (“Employer”), and Mr. Peter Smith a resident of Dubai, UAE (“Employee”).
1. Duties;
Assignment
During
the term of employment hereunder, Employee shall initially perform the duties of Chief Executive Officer (CEO) of Employer,
or such other duties as assigned by and at the location determined by the Board of Directors of Employer. Employee shall oversee
the running and development of the company to the best of his ability.
2. Compensation
In
consideration of the services rendered by Employee to Employer hereunder, Employer shall pay to Employee an annual salary of no
less than $210,000, subject to annual review and adjustment of no less than a 5% percentage increase, if any, in
the U.S. Consumer Price Index during such year (“Base Salary”). This Salary shall be paid on a monthly basis to the
employee or a Company owned by the Employee at the option of the Employee.
3. Employment
Employer
hereby employs Employee and Employee hereby accepts employment on the terms set forth herein commencing on the first day of
January 1, 2016.
|
(a) |
Employment
will continue for 36 months and until terminated as hereafter set forth. |
|
|
|
|
(b) |
Employer
shall have the right to terminate this Agreement and all of Employee’s rights shall thereupon terminate upon the disability
(for 180 or more days, whether or not consecutive, in any 360 day period) of Employee (“Disability”) and the Employer
giving written notice thereof, and this Agreement shall automatically terminate upon the death of Employee (“Death”). |
|
|
|
|
(c) |
Employer
shall have the right to terminate Employee’s employment (1) for any reason or no reason with either (i) 60 days prior
written notice of termination or (ii) immediate notice of termination with an undertaking to continue payment of Employee’s
compensation under this Agreement for 90 days, (2) at any time during the thirty six month period following the execution
of this agreement and with 30 days prior written notice or (3) for Cause (as defined below), upon Employee’s receipt
of notice thereof. As used herein, “Cause” means (i) willful or serious misconduct or dishonesty
in the performance of, Employee's duties hereunder or (ii) the indictment or conviction of Employee for a felony under state
or federal criminal laws. Upon the effective date of termination specified in such notice, this Agreement shall
terminate except for the provisions, which expressly survive termination, and Employee shall vacate the offices of Employer. |
|
(d) |
Employee
shall have the right to terminate employment hereunder by providing 30 days written notice. Thereafter, this Agreement
shall terminate except for the provisions, which expressly survive termination. |
4. Severance
Payments
|
(a) |
If
Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and
Employer shall make, the following severance payments: |
(i)
continue to pay a sum equivalent to twelve months’ salary.
|
(b) |
If
Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated
upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall
make, the following severance payments: |
(i)
continue to pay a sum equivalent to five years annual salary via the life assurance scheme to be put in place before the
end of 2016.
5. Expenses
Employer
shall reimburse Employee’s expenses reasonably incurred in carrying out his duties hereunder within 30 days of submittal
of an itemized account of such expenses together with such receipts and forms as are required by Employer’s normal policies
and practices. In the event of cash advances such reimbursements will be credited against the advanced account.
6. Benefits
Employer
shall provide and Employee shall be entitled to participate in an all benefit plans and programs generally available to employees
of Employer on the same terms as other employees except as follows:
|
(a) |
Vacation: Employee
shall be entitled to four weeks paid vacation per year scheduled at times mutually convenient to Employee and Employer. Employee
shall be entitled to carry over unused vacation days into the next year in accordance with Employer’s policy, as modified
from time to time. Employee shall be entitled to all holidays as allowed to other employees of the Employer
with similar responsibilities. |
|
|
|
|
(b) |
Life
Insurance: The employee shall be entitled a life insurance coverage equivalent five years of gross salary. |
|
(c) |
Medical: The
employee and his family shall be entitled to full health insurance coverage by a reputable insurance company of the employee’s
choice. |
|
|
|
|
(d) |
Stock
Options: The employee shall be entitled to stock options to be agreed before June 30, 2016. |
|
|
|
|
(e) |
Rent
Allowance: The employee shall be entitled to a monthly rent allowance in Dubai of no more than $10,000. This rent allowance
shall commence on January 1st 2016. |
|
|
|
|
(f) |
Cash
commissions: The employee will have the right to 6% of all gross cash success fees earned by the Company during the term
of this employment agreement. |
7. Confidentiality;
Non-Disclosure
|
(a) |
For
the purpose of this Agreement, “Confidential Information” is defined to include any information, designs, software,
processes, practices, plans, proposals, markets, pricing, personnel or financial or business information relating to Employer,
its affiliates (including the Subsidiary), and their respective businesses, customers, suppliers, products or services, whether
in written, oral or other form. Confidential Information shall not include information, which at the time of disclosure
is in the public domain by publication or otherwise through no fault of Employee, or information furnished by a third party
which was not received directly from Employer or otherwise under an obligation of secrecy. |
|
|
|
|
(b) |
At
all times after the date hereof, including after termination of this Agreement, Employee shall not, except with the expressed
prior written consent of Employer, directly or indirectly communicate, disclose or divulge any of the Confidential Information
or use any of the Confidential Information for any purpose other than performance of his duties hereunder. |
8. Agreement
Not to Compete
For
so long as Employee is entitled to receive severance payments under Sections 4(a), 4(b) or 4(c), or (ii) for a period of one year
from the effective date of termination if Employee voluntarily terminates his employment hereunder or if Employee is terminated
by Employer for Cause, Employee agrees that he will not, directly or indirectly, (1) be employed by, serve as a consultant or
advisor to, or have a material ownership interest in any corporation or other entity whose business is competitive (as reasonably
determined by the Board of Directors of Employer) with the business of Employer, the Subsidiary or any of their affiliates; provided,
however that this clause (1) shall not prohibit any such employment or other relationship with an entity which itself is not,
but has a separate corporate affiliate which is, engaged in such competitive business so long as Employee does not provide services
to, assist or advise such competitive affiliate in any way, or (2) induce or solicit any other person who was employed by Employer,
Subsidiary or any of their affiliates at any time during Employee’s employment by Employer to engage in any line of business
competitive with that of Employer, Subsidiary or their affiliates.
![](image_002.jpg)
9. No
Conflicting Agreements
Employee
represents and warrants that he is not a party to or bound by any agreement or subject to any restriction arising out of any current
or prior employment or relationship which would be violated by his entering into and performing his obligations under this Agreement,
including, without limitation, restrictions relating to non-competition or the protection of confidential information.
10. Notices
All
notices and other communication which are required or permitted hereunder shall be given in writing and either delivered by hand
or overnight courier service or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses:
Global
Equity Partners Plc.
X3
Jumeirah Bay Tower, Office 3305,
JLT,
Dubai, U.A.E
Peter
Smith
Golden
Mile, Building 6, Apartment 6701,
Palm
Jumeirah, Dubai, U.A.E.
11. Miscellaneous
|
(a) |
This
Agreement shall be binding upon, inure to the benefit of, and enforceable by the successors and assigns of the Employer and
the heirs, estate, personal representatives and beneficiaries of Employee. The rights, obligations and duties of
the Employee hereunder shall be personal and are not assignable or delegable in any manner whatsoever; provided, however,
that this Agreement shall be assigned to and assumed by the Subsidiary if and when required by Section 1. |
|
|
|
|
(b) |
The
obligations of the parties in Sections 4, 7, 8 and 11 shall survive any termination of this Agreement. |
|
|
|
|
(c) |
This
Agreement constitutes the entire understanding of the parties with respect to subject matter hereof, and shall not be modified,
terminated or any provisions waived orally, including this clause. Any such modification, termination or waiver
must be in writing and signed by each of the parties hereto. |
|
|
|
|
(d) |
No
failure to exercise or delay in exercising any right, power or remedy hereunder shall preclude any other or further exercise
of the same or any other right, power or remedy. |
|
|
|
|
(e) |
This
Agreement shall be construed and enforced in accordance with the laws of England and Wales. |
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below intending to be legally bound hereby.
Global
Equity Partners Plc. |
|
Employee |
|
|
|
/s/
Enzo Taddei |
|
/s/
Peter Smith |
Enzo
Taddei |
|
Peter
Smith |
CFO |
|
|
|
|
|
Dated:
January 1, 2016 |
|
Dated:
January 1, 2016 |
EXHIBIT
10.2
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT is executed on the dates set forth below the signatures hereon but effective as of January 1, 2016,
and is by and between Global Equity Partners Plc. domiciled in the United Arab Emirates, X3 Jumeirah Bay Tower,
Office 3305, JLT, Dubai (“Employer”), and Mr. Enzo Taddei a resident of Dubai, U.A.E. (“Employee”).
1. Duties;
Assignment
During
the term of employment hereunder, Employee shall initially perform the duties of Chief Financial Officer (CFO) of Employer,
or such other duties as assigned by and at the location determined by the Board of Directors of Employer. Employee shall oversee
the financial affairs of the Employer to the best of his ability.
2. Compensation
In
consideration of the services rendered by Employee to Employer hereunder, Employer shall pay to Employee an annual salary of no
less than $210,000, subject to annual review and adjustment of no less than a 5% percentage increase, if any, in
the U.S. Consumer Price Index during such year (“Base Salary”). This Salary shall be paid on a monthly basis to the
employee or a Company owned by the Employee at the option of the Employee.
3. Employment
Employer
hereby employs Employee and Employee hereby accepts employment on the terms set forth herein commencing on January 1, 2016:
|
(a) |
Employment
will continue for 36 months and until terminated as hereafter set forth. |
|
|
|
|
(b) |
Employer
shall have the right to terminate this Agreement and all of Employee’s rights shall thereupon terminate upon the disability
(for 180 or more days, whether or not consecutive, in any 360 day period) of Employee (“Disability”) and the Employer
giving written notice thereof, and this Agreement shall automatically terminate upon the death of Employee (“Death”). |
|
|
|
|
(c) |
Employer
shall have the right to terminate Employee’s employment (1) for any reason or no reason with either (i) 60 days prior
written notice of termination or (ii) immediate notice of termination with an undertaking to continue payment of Employee’s
compensation under this Agreement for 90 days, (2) at any time during the thirty six month period following the execution
of this agreement and with 30 days prior written notice or (3) for Cause (as defined below), upon Employee’s receipt
of notice thereof. As used herein, “Cause” means (i) willful or serious misconduct or dishonesty in the performance
of, Employee’s duties hereunder or (ii) the indictment or conviction of Employee for a felony under state or federal
criminal laws. Upon the effective date of termination specified in such notice, this Agreement shall terminate except for
the provisions, which expressly survive termination, and Employee shall vacate the offices of Employer. |
|
(d) |
Employee
shall have the right to terminate employment hereunder by providing 30 days written notice. Thereafter, this Agreement shall
terminate except for the provisions, which expressly survive termination. |
4. Severance
Payments
|
(a) |
If
employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and
Employer shall make, the following severance payments: |
(i)
Continue to pay a sum equivalent to Twelve months’ salary.
|
(b) |
If
Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated
upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall
make, the following severance payments: |
(i)
continue to pay a sum equivalent to five years annual salary via the life assurance scheme to be put in within the year
2016.
5. Expenses
Employer
shall reimburse Employee’s expenses reasonably incurred in carrying out his duties hereunder within 30 days of submittal
of an itemized account of such expenses together with such receipts and forms as are required by Employer’s normal policies
and practices. In the event of cash advances such reimbursements will be credited against the advanced account.
6. Benefits
Employer
shall provide and Employee shall be entitled to participate in an all benefit plans and programs generally available to employees
of Employer on the same terms as other employees except as follows:
|
(a) |
Vacation:
Employee shall be entitled to four weeks paid vacation per year scheduled at times mutually convenient to Employee and Employer.
Employee shall be entitled to carry over unused vacation days into the next year in accordance with Employer’s policy,
as modified from time to time. Employee shall be entitled to all holidays as allowed to other employees of the Employer with
similar responsibilities. |
|
|
|
|
(b) |
Life
Insurance: The employee shall be entitled a life insurance coverage equivalent five years of gross salary. |
|
(c) |
Medical:
The employee and his family shall be entitled to full health insurance coverage by a reputable insurance company of the employee’s
choice. |
|
|
|
|
(d) |
Stock
Options: The employee shall be entitled to stock options to be agreed before June 30, 2016. |
|
|
|
|
(e) |
Bonus:
The employee shall have the right to a yearly cash bonus, June of each year equivalent to 12% of the stipulated annual gross
salary |
|
|
|
|
(f) |
Cash
commissions: The employee will have the right to 6% of all gross cash success fees earned by the Company during the term
of this employment agreement. |
7. Confidentiality;
Non-Disclosure
|
(a) |
For
the purpose of this Agreement, “Confidential Information” is defined to include any information, designs, software,
processes, practices, plans, proposals, markets, pricing, personnel or financial or business information relating to Employer,
its affiliates (including the Subsidiary), and their respective businesses, customers, suppliers, products or services, whether
in written, oral or other form. Confidential Information shall not include information, which at the time of disclosure is
in the public domain by publication or otherwise through no fault of Employee, or information furnished by a third party which
was not received directly from Employer or otherwise under an obligation of secrecy. |
|
|
|
|
(b) |
At
all times after the date hereof, including after termination of this Agreement, Employee shall not, except with the expressed
prior written consent of Employer, directly or indirectly communicate, disclose or divulge any of the Confidential Information
or use any of the Confidential Information for any purpose other than performance of his duties hereunder. |
8. Agreement
Not to Compete
For
so long as Employee is entitled to receive severance payments under Sections 4(a), 4(b) or 4(c), or (ii) for a period of one year
from the effective date of termination if Employee voluntarily terminates his employment hereunder or if Employee is terminated
by Employer for Cause, Employee agrees that he will not, directly or indirectly, (1) be employed by, serve as a consultant or
advisor to, or have a material ownership interest in any corporation or other entity whose business is competitive (as reasonably
determined by the Board of Directors of Employer) with the business of Employer, the Subsidiary or any of their affiliates; provided,
however that this clause (1) shall not prohibit any such employment or other relationship with an entity which itself is not,
but has a separate corporate affiliate which is, engaged in such competitive business so long as Employee does not provide services
to, assist or advise such competitive affiliate in any way, or (2) induce or solicit any other person who was employed by Employer,
Subsidiary or any of their affiliates at any time during Employee’s employment by Employer to engage in any line of business
competitive with that of Employer, Subsidiary or their affiliates.
9. No
Conflicting Agreements
Employee
represents and warrants that he is not a party to or bound by any agreement or subject to any restriction arising out of any current
or prior employment or relationship which would be violated by his entering into and performing his obligations under this Agreement,
including, without limitation, restrictions relating to non-competition or the protection of confidential information.
10. Notices
All
notices and other communication which are required or permitted hereunder shall be given in writing and either delivered by hand
or overnight courier service or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses:
Global
Equity Partners Plc.
X3
Jumeirah Bay Tower,
Office
3305, JLT,
Dubai,
U.A.E.
Enzo
Taddei
Golden
Mile,
Building
6, Apartment 6701,
Palm
Jumeirah,
Dubai,
U.A.E.
11. Miscellaneous
|
(a) |
This
Agreement shall be binding upon, inure to the benefit of, and enforceable by the successors and assigns of the Employer and
the heirs, estate, personal representatives and beneficiaries of Employee. The rights, obligations and duties of the Employee
hereunder shall be personal and are not assignable or delegable in any manner whatsoever; provided, however, that this Agreement
shall be assigned to and assumed by the Subsidiary if and when required by Section 1. |
|
|
|
|
(b) |
The
obligations of the parties in Sections 4, 7, 8 and 11 shall survive any termination of this Agreement. |
|
|
|
|
(c) |
This
Agreement constitutes the entire understanding of the parties with respect to subject matter hereof, and shall not be modified,
terminated or any provisions waived orally, including this clause. Any such modification, termination or waiver must be in
writing and signed by each of the parties hereto. |
|
|
|
|
(d) |
No
failure to exercise or delay in exercising any right, power or remedy hereunder shall preclude any other or further exercise
of the same or any other right, power or remedy. |
|
|
|
|
(e) |
This
Agreement shall be construed and enforced in accordance with the laws of the England and Wales. |
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below intending to be legally bound hereby.
Global
Equity Partners Plc. Employee
/s/
Peter Smith |
|
/s/
Enzo Taddei |
Peter
Smith |
|
Enzo
Taddei |
CEO |
|
|
|
|
|
Dated:
January 1, 2016 |
|
Dated:
January 1, 2016 |
Exhibit
10.3
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT is executed on March 1, 2016, and is by and between GLOBAL EQUITY PARTNERS PLC, a Seychelles
Corporation domiciled in the UAE, X3 Jumeirah Bay Tower, Office 3305, JLT, Dubai, UAE (“Employer”), and Mr. Patrick
V. Dolan a resident of 24 Harthill Road, Liverpool, L18 6LY, United Kingdom (“Employee”).
1.
Duties; Assignment
During
the term of employment hereunder, Employee shall initially perform the duties of Managing Director of Global Equity
Partners Plc. Employee shall oversee the running and development of the company to the best of his ability.
2.
Compensation
In
consideration of the services rendered by Employee to Employer hereunder, Employer shall pay to Employee an annual salary of no
less than $132,000 (“Base Salary”). This Salary shall be paid on a monthly basis to the employee or a Company
owned by the Employee at the option of the Employee.
3.
Employment
Employer
hereby employs Employee and Employee hereby accepts employment on the terms set forth herein commencing on the first day of
March, 2016.
|
(a) |
Employment
will continue for 24 months and until terminated as hereafter set forth. |
|
|
|
|
(b) |
Employer
shall have the right to terminate this Agreement and all of Employee’s rights shall thereupon terminate upon the disability
(for 180 or more days, whether or not consecutive, in any 360 day period) of Employee (“Disability”) and the Employer
giving written notice thereof, and this Agreement shall automatically terminate upon the death of Employee (“Death”). |
|
|
|
|
(c) |
Employer
shall have the right to terminate Employee’s employment (1) for any reason or no reason with either (i) 60 days prior
written notice of termination or (ii) immediate notice of termination with an undertaking to continue payment of Employee’s
compensation under this Agreement for 60 days, (2) at any time during the thirty six month period following the execution
of this agreement and with 60 days prior written notice or (3) for Cause (as defined below), upon Employee’s receipt
of notice thereof. . As used herein, “Cause” means (i) willful or serious misconduct or dishonesty in the performance
of, Employee’s duties hereunder or (ii) the indictment or conviction of Employee for a felony under state or federal
criminal laws. Upon the effective date of termination specified in such notice, this Agreement shall terminate except for
the provisions, which expressly survive termination, and Employee shall vacate the offices of Employer. |
|
|
|
|
(d) |
Employee
shall have the right to terminate employment hereunder by providing 60 days written notice. Thereafter, this Agreement shall
terminate except for the provisions, which expressly survive termination. |
4.
Severance Payments
|
(a) |
If
Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and
Employer shall make, the following severance payments: |
|
|
|
|
|
|
|
(i) Continue
to pay a sum equivalent to two months’ salary. |
|
|
|
|
(b) |
If
Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated
upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall
make, the following severance payments: |
|
|
|
|
|
|
|
(i)
Continue to pay a sum equivalent to six month salary. |
5.
Expenses
Employer
shall reimburse Employee’s expenses reasonably incurred in carrying out his duties hereunder within 60 days of submittal
of an itemized account of such expenses together with such receipts and forms as are required by Employer’s normal policies
and practices.
6.
Benefits
Employer
shall provide and Employee shall be entitled to participate in an all benefit plans and programs generally available to employees
of Employer on the same terms as other employees except as follows:
|
(a) |
Vacation:
Employee shall be entitled to four weeks paid vacation per year scheduled at times mutually convenient to Employee and Employer.
Employee shall be entitled to carry over unused vacation days into the next year in accordance with Employer’s policy,
as modified from time to time. Employee shall be entitled to all holidays as allowed to other employees of the Employer with
similar responsibilities. |
7.
Confidentiality; Non-Disclosure
|
(a) |
For
the purpose of this Agreement, “Confidential Information” is defined to include any information, designs, software,
processes, practices, plans, proposals, markets, pricing, personnel or financial or business information relating to Employer,
its affiliates (including the Subsidiary), and their respective businesses, customers, suppliers, products or services, whether
in written, oral or other form. Confidential Information shall not include information, which at the time of disclosure is
in the public domain by publication or otherwise through no fault of Employee, or information furnished by a third party which
was not received directly from Employer or otherwise under an obligation of secrecy. |
|
|
|
|
(b) |
At
all times after the date hereof, including after termination of this Agreement, Employee shall not, except with the expressed
prior written consent of Employer, directly or indirectly communicate, disclose or divulge any of the Confidential Information
or use any of the Confidential Information for any purpose other than performance of his duties hereunder. |
|
|
|
|
(c) |
Employee
agrees that Employer will own all work products of any type and in any form or media produced or created by Employee in the
course of his employment. Employee hereby acknowledges that all such work products are specially ordered or commissioned by
Employer and shall be considered works made for hire. |
8.
Agreement Not to Compete
For
so long as Employee is entitled to receive severance payments under Sections 4(a) or 4(b), for a period of three years from the
effective date of termination if Employee voluntarily terminates his employment hereunder or if Employee is terminated by Employer
for Cause, Employee agrees that he will not, directly or indirectly, (1) be employed by, serve as a consultant or advisor to,
or have a material ownership interest in any corporation or other entity whose business is competitive (as reasonably determined
by the Board of Directors of Employer) with the business of Employer, the Subsidiary or any of their affiliates; provided, however
that this clause (1) shall not prohibit any such employment or other relationship with an entity which itself is not, but has
a separate corporate affiliate which is, engaged in such competitive business so long as Employee does not provide services to,
assist or advise such competitive affiliate in any way, or (2) induce or solicit any other person who was employed by Employer,
Subsidiary or any of their affiliates at any time during Employee’s employment by Employer to engage in any line of business
competitive with that of Employer, Subsidiary or their affiliates.
9.
No Conflicting Agreements
Employee
represents and warrants that he is not a party to or bound by any agreement or subject to any restriction arising out of any current
or prior employment or relationship which would be violated by his entering into and performing his obligations under this Agreement,
including, without limitation, restrictions relating to non-competition or the protection of confidential information.
10.
Notices
All
notices and other communication which are required or permitted hereunder shall be given in writing and either delivered by hand
or overnight courier service or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses:
Global
Equity Partners Plc.
X3
Jumeirah Bay Tower,
Office
3305,
JLT,
Dubai,
UAE.
Patrick
V. Dolan
24
Harthill Road,
Liverpool,
L18 6LY,
United
Kingdom.
11.
Miscellaneous
|
(a) |
This
Agreement shall be binding upon, inure to the benefit of, and enforceable by the successors and assigns of the Employer and
the heirs, estate, personal representatives and beneficiaries of Employee. The rights, obligations and duties of the Employee
hereunder shall be personal and are not assignable or delegable in any manner whatsoever; provided, however, that this Agreement
shall be assigned to and assumed by the Subsidiary if and when required by Section 1. |
|
|
|
|
(b) |
The
obligations of the parties in Sections 4, 7, 8 and 11 shall survive any termination of this Agreement. |
|
|
|
|
(c) |
This
Agreement constitutes the entire understanding of the parties with respect to subject matter hereof, and shall not be modified,
terminated or any provisions waived orally, including this clause. Any such modification, termination or waiver must be in
writing and signed by each of the parties hereto. |
|
|
|
|
(d) |
No
failure to exercise or delay in exercising any right, power or remedy hereunder shall preclude any other or further exercise
of the same or any other right, power or remedy. |
|
|
|
|
(e) |
This
Agreement shall be construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made
and to be performed solely therein, and each party consents to the exclusive jurisdiction of and venue in the State and Federal
courts of Nevada to resolve any disputes between the parties. |
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below intending to be legally bound hereby.
Global
Equity Partners Plc. |
|
Employee |
|
|
|
|
|
|
Enzo
Taddei |
|
Patrick
V. Dolan |
CFO |
|
MD |
|
|
|
Dated:
March 1, 2016 |
|
Dated:
March 1, 2016 |
EXHIBIT
10.4
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
THIS
EMPLOYMENT AGREEMENT is executed on October 7, 2015, and is by and between GLOBAL EQUITY INTERNATIONAL Inc.,
a Nevada Corporation (“Employer”) domiciled at Office 3305, X3 Jumeirah Bay, JLT, Dubai, U.A.E., and MR. CHARLES
TAYLOR domiciled at 7 Ash Lane, Morristown, New Jersey, 07960, USA.
1. Duties;
Assignment .
Position:
The
Company hereby employs Mr. Taylor to serve as Chairman of the Board of Directors of Global Equity International
Inc.
|
● |
The
employee shall perform such duties and responsibilities as are normally related to such position in accordance with Company’s
bylaws and applicable law. |
|
|
|
|
● |
The employee hereby
agrees to use his best efforts to provide the Services. |
|
|
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|
● |
The employee shall
not allow any other person or entity to perform any of the Services for or instead of the employee. |
|
|
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|
● |
The employee shall
comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable
to the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be
adopted or modified. |
Other
Activities:
|
● |
The
employee may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in
any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate
employee’s obligations under this Agreement or employee’s fiduciary obligations as Chairman to the shareholders.
The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. |
|
|
|
|
● |
The Employee represents
that, to the best of his knowledge, has no outstanding agreements or obligations that are in conflict with any of the provisions
of this Agreement, and the Employee agrees to use his best efforts to avoid or minimize any such conflict and agrees not to
enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer
or a majority of the Board of Directors. If, at any time, the Employee is required to make any disclosure or take any action
that may conflict with any of the provisions of this Agreement ,the Employee will promptly notify the Chief Executive Officer
or the Board of such obligation, prior to making such disclosure or taking such action. |
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
2. Employment
Employer
hereby employs employee and employee hereby accepts employment on the terms set forth herein commencing on October 7, 2015.
|
(a) |
Employment
will continue for 6 months commencing October 7, 2015 and ending on April 6, 2016. |
|
|
|
|
(b) |
Employer shall have
the right to terminate Employee’s employment (1) for any reason or no reason with either (i) 30 days prior written notice
of termination or (ii) immediate notice of termination with an undertaking to continue payment of Employee’s compensation
under this Agreement for 30 days, (2) at any time during the six month period following the execution of this agreement
and with 60 days prior written notice or (3) for Cause (as defined below), upon Employee’s receipt of notice thereof.
As used herein, “Cause” means (i) willful or serious misconduct or dishonesty in the performance of, Employee’s
duties hereunder or (ii) the indictment or conviction of Employee for a felony under state or federal criminal laws. Upon
the effective date of termination specified in such notice, this Agreement shall terminate except for the provisions, which
expressly survive termination, and Employee shall vacate the offices of Employer. |
|
|
|
|
(c) |
Employee shall have
the right to terminate employment hereunder by providing 60 days written notice. Thereafter, this Agreement shall terminate
except for the provisions, which expressly survive termination. |
|
|
|
|
(d) |
If mutually agreed,
this agreement shall be subject to renewal under a new agreement once expired. |
3. Compensation
|
(a) |
In consideration,
the Employer shall pay to Employee $40,000 for the 6 months of Chairman’s services rendered to the Company.
This Salary shall not be paid in cash on a monthly basis to the employee, instead the Company agrees to issue the Employee,
within 5 business days of signing this agreement, with One Million restricted common shares of Global Equity
International Inc. valued at $0.04 per share. |
|
|
|
|
(b) |
In the event that
the Employee initiates and/or closes a specific transaction of value (such as contracting the Company’s services with
a new prospect) the Company will compensate the Chairman over and above the amount specified in paragraph 3 (a), above. The
type and level of compensation (e.g., stock, cash or other) shall be in the range of similar transactions done by other Company
employees. |
Proprietary
and Confidential
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
4. Severance
Payments
If
either the Employer or Employee terminates this Agreement, the Employer will not be liable to pay a severance payment to the Employee.
5. Expenses
Employer
will book tickets and reservations, and arrange for all associated airline and hotel expenses to be billed directly to it, and
arrange for direct payment, thereof. For non-airline and non-hotel expenses (e.g., business meals, entertainment and local transportation),
Employer shall reimburse Employee’s expenses pre-approved and reasonably incurred in carrying out his duties hereunder
within 60 days of submittal of an itemized account of such expenses together with such receipts and forms as are required
by Employer’s normal policies and practices.
6. Benefits
Employer
shall provide and Employee shall be entitled to participate in an all benefit plans and programs generally available to employees
of Employer on the same terms as other employees except as follows:
|
(a) |
Vacation:
Employee shall be entitled to 3 days per week paid vacation per year scheduled at times mutually convenient to
Employee and Employer. Employee shall be entitled to carry over unused vacation days into the next year in accordance with
Employer’s policy, as modified from time to time. Employee shall be entitled to all holidays as allowed to other employees
of the Employer with similar responsibilities. |
7. Confidentiality;
Non-Disclosure
|
(a) |
For
the purpose of this Agreement, “Confidential Information” is defined to include any information, designs, software,
processes, practices, plans, proposals, markets, pricing, personnel or financial or business information relating to Employer,
its affiliates (including the Subsidiary or Parent Company), and their respective businesses, customers, suppliers, products
or services, whether in written, oral or other form. Confidential Information shall not include information, which at the
time of disclosure is in the public domain by publication or otherwise through no fault of Employee, or information furnished
by a third party which was not received directly from Employer or otherwise under an obligation of secrecy. |
|
|
|
|
(b) |
At all times after
the date hereof, including after termination of this Agreement, Employee shall not, except with the expressed prior written
consent of Employer, directly or indirectly communicate, disclose or divulge any of the Confidential Information or use any
of the Confidential Information for any purpose other than performance of his duties hereunder. |
Proprietary
and Confidential
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
8. No
Conflicting Agreements
Employee
represents and warrants that he is not a party to or bound by any agreement or subject to any restriction arising out of any current
or prior employment or relationship which would be violated by his entering into and performing his obligations under this Agreement,
including, without limitation, restrictions relating to non-competition or the protection of confidential information.
9. Notices
All
notices and other communication which are required or permitted hereunder shall be given in writing and either delivered by hand
or overnight courier service or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses:
Global
Equity International Inc.
X3
Jumeirah Bay Tower,
Office
3305,
JLT,
Dubai,
U.A.E.
Tel.
+ (1) 321 200 0142 / + (971) 42767576
Email:
enzo@gepartnersplc.com
Mr.
Charles Taylor
7
Ash Lane
Morristown,
NJ
07960
USA
Tel.
+ (1) 201 400 8369
Email:
charles.d.taylor@gmail.com
Proprietary
and Confidential
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
10. Miscellaneous
|
(a) |
This
Agreement shall be binding upon, inure to the benefit of, and enforceable by the successors and assigns of the Employer and
the heirs, estate, personal representatives and beneficiaries of Employee. The rights, obligations and duties of the Employee
hereunder shall be personal and are not assignable or delegable in any manner whatsoever; provided, however, that this Agreement
shall be assigned to and assumed by the Subsidiary if and when required by Section 1. |
|
|
|
|
(b) |
Death: In
the event of the Executive’s death, with respect to any payments, entitlements or benefits payable or due hereunder,
references in this Agreement to “the Executive” shall be deemed to refer, where appropriate, to the Executive’s
beneficiary or beneficiaries. |
|
(c) |
This Agreement constitutes
the entire understanding of the parties with respect to subject matter hereof, and shall not be modified, terminated or any
provisions waived orally, including this clause. Any such modification, termination or waiver must be in writing and signed
by each of the parties hereto. |
|
|
|
|
(d) |
No failure to exercise
or delay in exercising any right, power or remedy hereunder shall preclude any other or further exercise of the same or any
other right, power or remedy. |
|
|
|
|
(e) |
This Agreement shall
be construed and enforced in accordance with the laws of the United Kingdom applicable to contracts made and to be performed
solely therein, and each party consents to the exclusive jurisdiction of and venue in the United Kingdom to resolve any disputes
between the parties. |
(Purposely
Left Blank)
Proprietary
and Confidential
![](ex10-4_001.jpg)
Employment
Agreement - Chairman of the Board of Directors
IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below intending to be legally bound hereby.
Global
Equity International Inc. |
|
Employee |
|
|
|
/s/
Enzo Taddei |
|
/s/
Charles Taylor |
Enzo Taddei -
CFO |
|
Charles Taylor |
|
|
|
Dated: October
7, 2015 |
|
Dated: October
7, 2015 |
Proprietary
and Confidential
EXHIBIT
21
Subsidiaries
Global
Equity Partners Plc., a corporation organized under the laws of the Republic of Seychelles, is a wholly-owned subsidiary of Global
Equity International, Inc.
GE
Professionals DMCC, a corporation organized under the laws of the United Arab Emirates, is a wholly-owned subsidiary of Global
Equity Partners Plc.
EXHIBIT
31.1
GLOBAL
EQUITY INTERNATIONAL, INC.
A
Nevada Corporation
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
Section
302 Certification
I,
Peter J. Smith, certify that:
1. |
I
have reviewed this annual report on Form 10-K of Global Equity International, Inc., a Nevada Corporation (the “registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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; |
|
|
|
|
c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions): |
|
a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
March 18, 2016
|
/s/
Peter J. Smith |
|
By:
|
Peter J. Smith |
|
Its:
|
Chief Executive Officer (Principal Executive Officer) |
|
EXHIBIT
31.2
GLOBAL
EQUITY INTERNATIONAL, INC.
A
Nevada Corporation
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
Section
302 Certification
I,
Enzo Taddei, certify that:
1. |
I
have reviewed this annual report on Form 10-K of Global Equity International, Inc., a Nevada Corporation (the “registrant”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
The
registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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; |
|
|
|
|
c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
|
|
|
d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions): |
|
a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
|
|
|
b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
March 18, 2016
|
/s/
Enzo Taddei |
|
By:
|
Enzo Taddei |
|
Its:
|
Chief Financial Officer (Principal Financial Officer) |
|
EXHIBIT
32.1
GLOBAL
EQUITY INTERNATIONAL, INC.
A
Nevada Corporation
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Global Equity International, Inc. (“Company”) on Form 10-K for the year ended
December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter
J. Smith, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Dated:
March 18, 2016
|
/s/
Peter J. Smith |
|
By:
|
Peter J. Smith |
|
Its:
|
Chief Executive Officer (Principal Executive Officer) |
|
EXHIBIT
32.2
GLOBAL
EQUITY INTERNATIONAL, INC.
A
Nevada Corporation
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Global Equity International, Inc. (“Company”) on Form 10-K for the year ended
December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Enzo
Taddei, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(1) |
The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
Dated:
March 18, 2016
|
/s/
Enzo Taddei |
|
By: |
Enzo
Taddei |
|
Its: |
Chief
Financial Officer (Principal Financial Officer) |
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Argentum 47 (PK) (USOTC:ARGQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Argentum 47 (PK) (USOTC:ARGQ)
Historical Stock Chart
From Jul 2023 to Jul 2024