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, 20142017

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,ARGENTUM 47, INC.

(Exact name of registrant as specified in its charter)

GLOBAL EQUITY INTERNATIONAL, INC.

(Former name of registrant until March 29, 2018)

Cluster X3X, Building 3, Jumeirah Bay Towers, Office 3305, P.O. Box 454332, Jumeirah Lake Towers,JLT, Dubai, UAEU.A.E.

(Address of principal executive offices)

Registrant’s telephone number, including area code: +971+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- KS-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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2014)2017) was approximately $7,610,484.$2,271,998.

As of April 8, 2015,6, 2018, there were 79,322,025525,534,409 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,operations, 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; actualperformance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the Company’s actual results and financial condition. The reader should consider the following list of general factors that could affect the Company’s future results and financial condition.

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

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

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPART I

To the Board of Directors and Stockholders

Global Equity International, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Global Equity International, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended. 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 financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 financial position of Global Equity International, Inc. and subsidiaries as of December 31, 2014 and 2013 and the consolidated result of its operations, comprehensive loss, and cash flows for the years ended December 31, 2014 and 2013, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

De Joya Griffith, LLC ● 2580 Anthem Village Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile (702) 920-8049

www.dejoyagriffith.com

Global Equity International, Inc. and Subsidiary

Consolidated Balance Sheets

(Audited)

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

Global Equity International, Inc. and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

(Audited)

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

Global Equity International, Inc. and Subsidiary

Consolidated Statement of Stockholders’ Deficit

For the years ended December 31, 2014 and 2013

(Audited)

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

Global Equity International Inc. And Subsidiary

Consolidated Statements of Cash Flows

(Audited)

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

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Note 1 - 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 JLT. Global Equity Partners Plc. is the parent company of its 100% subsidiary GE Professionals DMCC (Dubai).

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

Note 2 - Going Concern

As reflected in the accompanying financial statements, the Company had a loss of $2,222,129 for the year ended December 31, 2014, $2,000 of which is due to the permanent impairment of an investment; and net cash used in operations of $209,328 for the year ended December 31, 2014; and a working capital deficit of $2,427,493 and stockholders´ deficit of $3,841,580 for the year ended December 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

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

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

Note 3 - 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 JLT DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Use of Estimates

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

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

Risks and Uncertainties

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

Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and at December 31, 2013 respectively; the Company had no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

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

Foreign currency policy

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

For the years ended December 31, 2014 and 2013 our functional and operational currency was the US Dollar.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Marketable Securities

(A) Classification of Securities

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

All securities held at December 31, 2014 and December 31, 2013, respectively were designated as available for sale. Any un-realized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) will be computed on a specific identification basis and will be reflected in the statement of operations.

Cost Method Investment

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

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

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

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

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

(B) Other than Temporary Impairment

The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded as permanent impairment loss on available for sale marketable securities of $2,000 and $160,000 as of December 31, 2014 and 2013, respectively.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Fixed Assets

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

Depreciation expense for the years ended December 31, 2014 and 2013 was $4,372 and $1,382, respectively.

Beneficial Conversion Feature

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

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

Debt issue costs and debt discount

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

Original issue discount

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

Revenue Recognition

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

For the years ended December 31, 2014 and December 31, 2013 the Company received marketable securities and cash as consideration for services rendered.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

At December 31, 2014 and December 31, 2013, the Company had the following concentrations of accounts receivables with customers:

For the years ended December 31, 2014 and December 31, 2013, the Company had the following concentrations of revenues with customers:

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

Deferred Revenue

Deferred revenue represents fees that have been received by the Company for requested services that have not been substantially completed. During the year ended December 31, 2014 the Company received $730,015 from eleven clients for service to be rendered during the year 2014 and 2015. At December 31, 2014, the Company recognized $515,000 of this deferred revenue as revenue; leaving the deferred revenue balance of $462,015 (which includes $247,000 of deferred revenue received during the year ended December 31, 2013.)

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Share-based payments

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

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

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

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.

On November 15, 2010, the date of the reverse recapitalization, the Company became subject to federal and state income taxes.

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, 2014 and 2013.

The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2014 and 2013 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, 2014 and December 31, 2013, 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, 2014 and December 31, 2013. All business activities were performed by GEP in Dubai for the years ended December 31, 2014 and December 31, 2013. Dubai does not have an income tax.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Earnings per Share

Basic earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company has no common stock equivalents, which, if exercisable, would be dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Fair Value of Financial Assets and Liabilities

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

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

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

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

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2014 and December 31, 2013, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

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

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

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

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

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. The financial condition and near-term prospects of the Company’s investment is expected to realize improved value due to a public reverse merger.

Changes in Level 3 assets measured at fair value for the years ended December 31, 2014, 2013 and 2012 were as follows:

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

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

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the year ended December 31, 2014.

Loans to Third Parties

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

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

Recent Accounting Pronouncements

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

Note 4 - Debt

(A) Accounts payable – related parties

The following table represents the accounts payable to related parties as of December 31, 2014 and December 31, 2013, respectively:

As discussed in note no. 4(C), the Company converted $324,475 of related party accounts payable into a convertible loan during the year ended December 31, 2013.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

(B) Related Party – short term

The Company received loans from related parties. The loans are non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of December 31, 2014 and as of December 31, 2013, respectively:

(C) Related party – long term

The Company has accrued salary to the officers and directors of the Company based on the terms of the employment agreements entered into with each officer. As at December 31, 2013, $209,475 was due to the Chief Executive Officer and $115,000 was due to the Chief Financial Officer. During the quarter ended March 31, 2013, the Company converted these amounts to Convertible Loans Payable. These amounts have a term of two years and are repayable on demand and will accrue interest at 10% on the loan period. The agreement also gives 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. At December 31, 2014, the Company had incurred $32,537 of interest expense, accrued $56,873 of interest, amortized debt discount for a total of $33,800 and recognized a gain on conversion of $22,486.

The principal balance outstanding of the loan payable account (net of unamortized debt discount of $268,189) as at December 31, 2014 is $33,800.

(D) Notes payable

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

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

On October 17, 2013, the Company secured a three month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principle plus 5% per month interest on or before January 18, 2014. This loan is currently in default. At December 31, 2014, our Company and the note holder are in dispute regarding the interest that is effectively payable. Also, the noteholder received the 1,600,000 shares (DSI) that were pledged in a private company and is currently trying to sell the shares. The shares pledged formed part of the assets of our company. Total accrued interest as at December 31, 2014 is $429,799.

On November 29, 2013, the Company received a loan in the amount of $450,000 from United Kingdom resident and subsequently the Company issued a Convertible Note due on November 25, 2014 (“Convertible Note”). The Convertible Note bears interest at the rate of 10% per annum until maturity. The Convertible Note may be converted into shares of the issuer’s common stock at a conversion price of $.50 per share at the option of the holder of the Convertible Note. If the Convertible Note is not paid in full or converted into common stock of the Company prior to its maturity date, then the Convertible Note will accrue interest at the rate of 4.5% per annum from the maturity date until paid in full. This $450,000 loan was used as a guarantee for a loan amounting to $3,540,000 applied for to a United Kingdom financial institution on December 9, 2013. At December 23, 2014 the loan had still not been approved due to technical reasons solely related to the lender so the Company made the decision to request back the $450,000 cash collateral and subsequently paid back the principal to the note holder plus $5,000 of interest. At December 31, 2014 the Company incurred a total interest expense of $42,971, owed the noteholder $37,971 of accrued interest as the principal had been paid back in full.

(E) Convertible notes and derivative liability

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

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

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

The principal amount of $50,000 under the second note shall be received by the Company no later than January 1, 2015. All principal under this Note shall be due and payable no later than July 1, 2015. This Full Recourse Note shall bear simple interest at the rate of 8%. This amount was not received and as on December 19, 2014 the noteholder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled and a gain on debt settlement of $46,673 was recognized.

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.

As of 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 is recorded at $78,874, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($25,547).

On May 1, 2014 (the “Closing Date”), the Company entered into a Securities Purchase Agreement with Adar Bay, LLC (“Adar Bay”) providing for the purchase of a Convertible Redeemable Note (the “AB Note”) in the aggregate principal amount of $100,000. The AB Note provides up to an aggregate principal amount of $100,000.00 (with the first note being in the amount of $50,000.00 and the second note being in the amount of $50,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

The first note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), 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 shall be received by the Company no later than January 1, 2015. All principal under this Note shall be due and payable no later than July 1, 2015. This Full Recourse Note shall bear simple interest at the rate of 8%. This amount was not received and as on December 24, 2014 the noteholder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled and a gain on debt settlement of $75,601 was recognized.

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.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

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.

As of 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 is recorded at $58,511, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($38,056).

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

The fair value of the derivative liability as at 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 328.59%, no expected dividends, over remaining term of 1.45 years and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0077 multiplied by 14,638,222 shares that would be issued if the Note was exercised on the Effective Date.

During the quarter 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.

As of December 31, 2014 a total interest of $13,972, other fees of $4,400 was 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 is recorded at $112,941, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($62,363).

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 noteholder converted the loan by issuing 1,993,232 common shares of value $433,402 and recognizing a loss of $336,507 on conversion.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

As of 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 is recorded at $0, thereby recognizing a net gain on derivative liability as at December 31, 2014 of 9,105

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 will be due on June 29, 2015. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before 180 days, hence not converting the debt into equity, borrower shall make payment to the holder of an amount in cash equal to 130% of total amount due inclusive of principal and interest accrued. On March 24, 2015, this note, the 8% per annum accrued interest and 130% premium was fully paid back to the noteholder.

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.

As of 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 is recorded at $51,611, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($19,112).

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

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

The fair value of the derivative liability as at 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.

At December 31, 2014, the Company incurred interest expense of $21,037, accrued interest of $36,748 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 is recorded at $254,043, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($59,085).

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

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

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.

At December 31, 2014, the Company incurred $11,500 in interest expense, accrued interest of $20,125 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 is recorded at $139,467, thereby recognizing a net loss on derivative liability as at December 31, 2014 of ($32,437).

Convertible notes repaid:

On April 23, 2013, the Company secured a nine month convertible loan for $42,500 with an 8% interest rate due on January 29, 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. On October 18, 2013, the Company exercised its option to prepay the loan it secured for $42,500. At December 31, 2014, the company had incurred interest and financing expense of $69,388, accrued $0 of interest and amortized $5,355 of debt discount for this convertible loan note leaving an unamortized balance of $0.

On June 4, 2013, the Company secured a twelve month convertible loan for $50,000 with the understanding that the Company will issue 10,000 common restricted shares in lieu of interest, these shares are not issued as of December 31, 2014 and accounted for as Stock Payable. The terms of the conversion will be either a $0.50 conversion price or a 25% discount to market based on an average price calculated on the 10 trading days prior to the conversion date, whichever is the lowest. This loan note was adjusted against and applied against the amount receivable for services rendered by the Company to the note holder on June 4, 2014. These shares will be issued within the month of April 2015. At December 31, 2014, the Company incurred a total of $901 in interest expense, had accrued $0 of interest and amortized $6,945 of debt discount for this convertible loan note leaving an unamortized balance of $0.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Note 5 - Income Taxes

The income tax provision differs from the amount of tax determined by applying the federal statutory rate approximately as follows:

Net deferred tax assets and liabilities are comprised approximately of the following:

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.

During the years ended December 31, 2014 and 2013, the Company generated net operating losses of approximately $386,886 and $497,322, respectively, for federal and Florida income tax purposes. These losses can be carried forward and used to offset taxable income in future years and will start expiring on December 31, 2033.

In assessing the realizability of deferred tax assets, management considers 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, 2014 and 2013, 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 $386,886 and $497,322 has been provided in the accompanying financial statements as of December 31, 2014 and 2013, respectively.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

For the years ended December 31, 2014 and December 31, 2013, GEI incurred a loss of approximately $2,222,129 and $2,344,958, respectively.

Therefore, GEP had negative earnings and profits and does not have any foreign earnings and profits to be distributed. Since GEP does not have any undistributed earnings, the Company has not recorded a deferred tax liability associated with the foreign earnings as of December 31, 2014 and 2013.

The Company is not subject to any foreign income taxes for the years ended December 31, 2014 and 2013. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2014 and 2013 tax years.

Note 6 - Temporary Equity and Stockholders’ Equity

(A) Preferred Stock

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

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

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

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

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

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

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Redeemable Preferred Stock

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

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

(B) Common Stock

During the year ended December 31, 2014, the Company issued the following shares:

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.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

(C) Notes Receivable Common

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

Note 7 – Commitments and contingencies

On April 24, 2013, the Company entered into advertisement contract with Robert Sullivan. The Company is required to pay $30,000 in cash and issue 150,000 shares. During 2013 the Company paid $10,000 in cash, the balance of $20,000 was due within 60 days of the signing of the agreement; this amount is unpaid as at December 31, 2014. The Company has guaranteed a value of $100,000 for its shares at the time of legend removal. At December 31, 2014 the legend is still not removed, the Company has accrued for the shortfall of $77,350 as a stock payable.

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

Note 8 – Other current assets

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

(1) Please refer to Note 4(D) – Notes payable and Note 9 – Subsequent Events.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

Note 9 – Subsequent events

On January 21, 2015, our Company was engaged by a Natural Resources company to assist with introducing them to capital in the Middle East and a possible listing of their stock on a recognized stock exchange.

On January 22, 2015, our Company was engaged by a company that is the sole proprietor of a “Life Management App”; an application that helps consumers remove friction from their busy lives and live more and worry less by using digital services across a range of key life departments such as finances, vehicle, personal security, travel, health, privacy & data security and home. Our mandate is to assist with introducing the company to capital in the Middle East and a possible listing of their stock on a recognized stock exchange.

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. There was no change in the number of shares of preferred stock authorized, as that number remained at 5,000,000 shares of preferred stock.

On January 5, 2015, the Company issued 1,600,000 shares of restricted common stock at $.00275 per share to JMJ Financial upon conversion of debt.

On January 12, 2015, the Company issued 639,403 shares of restricted common stock at $.0033 per share to LG Capital upon conversion of debt and interest.

On January 21, 2015, the Company issued 1,680,000 shares of restricted common stock at $.00250 per share to JMJ Financial upon conversion of debt.

On January 21, 2015, the Company issued 2,287,582 shares of restricted common stock at $.00306 per share to Adar Bay upon conversion of debt.

On January 21, 2015, the Company issued 1,056,986 shares of restricted common stock at $.003 per share to LG Capital upon conversion of debt.

On February 10, 2015, the Company issued 1,809,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt.

On February 12, 2015, the Company issued 1,636,958 shares of restricted common stock at $.0012 per share to LG Capital upon conversion of debt and interest.

On February 23, 2015, a social networking firm that had previously signed an agreement with our company on December 4, 2014, signed a new contract with us in order to allow us to assist with the listing of their stock on a recognized exchange. The total value of the contract is $1,200,000.

On February 25, 2015, the Company issued 2,318,841 shares of restricted common stock at $.00138 per share to Adar Bay upon conversion of debt.

On February 26, 2015, the Company issued 1,800,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt.

On March 12, 2015, the Company issued 2,391,304 shares of restricted common stock at $.00138 per share to Adar Bay upon conversion of debt.

On March 13, 2015, the Company issued 1,808,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt.

Global Equity International, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2014 and 2013

On March 16, 2015, the Company issued 2,532,051 shares of restricted common stock at $.00156 per share to Adar Bay upon conversion of debt.

On March 17, 2015, the Company issued 1,669,013 shares of restricted common stock at $.00147 per share to LG Capital upon conversion of debt and interest.

On March 18, 2015, the Company issued 2,660,256 shares of restricted common stock at $.00156 per share to Adar Bay upon conversion of debt.

On March 19, 2015, the Company was engaged by an Oil and Gas Company located in the Texas Panhandle to assist with introducing them to capital in the Middle East and a possible listing of their stock on a recognized stock exchange.

On March 23, 2015, the Company issued 1,807,000 shares of restricted common stock at $.001 per share to JMJ Financial upon conversion of debt.

On March 23, 2015, the Company issued 3,100,000 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt.

On March 24, 2015, the Company paid off a convertible note payable to KBM Worldwide Inc. The note was for $32,500 principal amount plus interest and carried a 30% premium if paid within 180 days. The Company elected to pay the premium on the loan to avoid conversion of the note into the Company’s common stock, due to the current stock price.

On March 25, 2015, the Company issued 2,974,430 shares of restricted common stock at $.00144 per share to LG Capital upon conversion of debt and interest.

On March 26, 2015, the Company issued 3,466,667 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt.

On March 30, 2015, the Company issued 3,033,333 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt.

On March 31, 2015, the Company issued 2,780,053 shares of restricted common stock at $.0015 per share to Adar Bay upon conversion of debt and the accrued interest.

On April 10, 2015, filed a form 8k with the Securities and Exchange Commission stating that during the course of its audit of the financial statements of Global Equity International, Inc. for the fiscal year ended December 31, 2014, the Company’s independent accountant, De Joya Griffith, advised the Company that action should be taken and disclosure should be made to prevent future reliance on completed interim reviews related to previously issued financial statements (Form 10-Qs for the fiscal quarters ended March 31, June 30 and September 30, 2014), for the following reasons: An analysis of convertible notes for assessing derivative liability, interest expense, prepaid, certain fixed assets and revenue policy was conducted and it was determined that significant adjustments were required to be made at each quarter ended March 31, June 30 and September 30, 2014. The Company intends to file amendments to its Form 10-Qs for the first three quarters of 2014.

PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

BACKGROUND

Argentum 47, Inc., formerly known as Global Equity International Inc. (“Company” or “GEI”“ARG”)), 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 wholly-owned subsidiary of Global Equity Partners Plc. On June 10, 2016, ARG incorporated its wholly-owned subsidiary, called GEP Equity Holdings Limited, under the laws of the Republic of Seychelles.

On March 24, 2017, the Board of Directors of Global Equity Partners Plc. approved the assignment and transfer of GE Professionals DMMC to GEP Equity Holdings Limited.

On June 5, 2017, the Company sold 100% of the common stock of Global Equity Partners Plc. to a citizen of the Kingdom of Thailand. The consideration for the purchase of Global Equity Partners Plc. was the assumption by the purchaser of all liabilities and indebtedness of Global Equity Partners Plc.

On December 12, 2017, we incorporated a United Kingdom company under the name of Argentum 47 Financial Management Limited (“Argentum”). Argentum is a wholly-owned subsidiary of the Company. Argentum was formed to serve as a holding company for the acquisition of United Kingdom and Asian based advisory firms. During the next few months, the Company intends to acquire four licensed financial advisory firms, two in U.K. and two in South East Asia. All four currently have an aggregate US$150 million of funds under management.

On March, 29, 2018, the Secretary of State of Nevada approved the Company name change from Global Equity International, Inc. to Argentum 47, Inc.

GEP is aEquity Holdings Limited and its subsidiary, GE Professionals DMCC, are Dubai based firmfirms that providesprovide consulting services, such as corporate restructuring, advice on management buy outs, management recruitment website design 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 500,000,000950,000,000 shares of common stock, $.001$0.001 par value, and 5,000,00050,000,000 shares of preferred stock, $.001$0.001 par value.

On November 15, 2010, As of December 31, 2017, we entered into a Plan and Agreementhad 525,534,409 shares 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 issued and outstanding. We also have two series of GEP. We consummated the Planpreferred stock designated and authorized: Series “B” Preferred Stock and Series “C” Preferred Stock. As of Reorganization effective December 31, 2010, by issuing 20,000,0002017, we had 45,000,000 shares of our common stock to Peter J. Smith, atSeries “B” Preferred Stock authorized, issued and outstanding. As of December 31, 2017, we had designated and authorized 5,000,000 shares of Series “C” Preferred Stock, 2,400,000 shares of which time GEP became our wholly-owned subsidiarywere issued and Peter J. Smith was appointed as our President, Chief Executive Officeroutstanding. We do not have any Series “A” Preferred Stock authorized, issued or outstanding. We have 2,600,000 shares of Series “C” Preferred Stock designated and Director.authorized, which could be issued in the future.

As a result of January 12, 2018, in accordance with two funding agreements, our acquisitionmanagement agreed to lock-up all outstanding shares of GEP, weSeries “B” and “C” Preferred Stock, so that those shares may not be sold or converted into common stock prior to September 27, 2020.

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 and institutions 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.

Argentum 47 Financial Management Limited is a United Kingdom based holding company that will acquire various financial advisory firms with funds under management around the world. These financial advisory firms act as intermediaries between their clients and the insurance companies. In effect, the advisory firms sell insurance policies to their clients. These types of financial advisory firms receive recurring and non-recurring trail fees for each insurance policy that is sold.

GEP Equity Holdings Limited and its Dubai subsidiary, GE Professionals DMCC, look for companies that require capital funding for growth and acquisition, and ultimately a listing of their shares on a recognized stock exchange or quotation on the OTC Markets. 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, GEP Equity Holdings Limited, its Dubai subsidiary, GE Professionals DMCC, and Argentum 47 Financial Management Limited are our only operating businesses. ARG´s present operations are limited to ensuring compliance with regional, state and national securities regulatory agencies and organizations. In addition, ARG, as the parent company, 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. ARG does not offer or conduct any consulting or advisory services, as such services are performed solely by GEP Equity Holdings Limited and GE Professionals DMCC. As stated above, Argentum 47 Financial Management Limited will serve as a holding company for the financial advisory firms to be acquired.

We currently offer the following services to our clients:

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

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

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, if we have more than $700 million in market value of our stock held by non-affiliates, or if we issue more than $1 billion of non-convertible debt over a three-year period. We may take advantage of these exemptions until the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of our common equity securities in an effective registration statement under the Securities Act of 1933, as amended.Note: To date, we have not sold or issued any of our common equity securities under an effective Form S-1, Form S-3, Form S-4 or Form S-8 or other form of registration statement under the Securities Act of 1933, as amended. 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 founded Global Equity Partners Plc 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.

GEP looks for promising small to medium size companies ($2,000,000 to $10,000,000 in assets) and introduces these clients to private and institutional investors in our network (“rol-a-dex”) of over 179 “financial introducers” around the world. These financial introducers are simply 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.FUND MANAGEMENT

Presently, GEPIn common with the overall financial services sector, the micro fund management market is our only operating business. GEI´s present operations are limited to insuring complianceundergoing significant changes. We will take advantage of these changes and acquire a significant selection of international and United Kingdom based financial advisory firms with regional, stateFunds under Management. These acquisitions shall form part of Argentum 47 Financial Management Limited which is under one efficient and national securities regulatory agencies and organizations. In addition, GEI is charged with (i) handling our periodic 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 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.cost effective umbrella.

We currently offer the following services to our clients:

CORPORATE RESTRUCTURING SERVICES

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

MANAGEMENT BUY OUTS

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

MANAGEMENT RECRUITING

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.

WEBSITE DESIGN AND DEVELOPMENT

We recognize that in these times, successful businesses must have comprehensive and professional internet profiles, interactive websites and excellent feedback mechanisms. We will assist our clients in this area by recommending third party consultants and organizations to design, develop and manage their websites and social networking capabilities.

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 stake holders,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 are organizinghave 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.listed or traded.

EXCHANGE LISTINGS

We also assist our clients with the selection of stock exchanges and over the counter quotation boards and markets 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.

Special Note:As used throughout this Annual Report, references to “Global Equity International,“Argentum 47, Inc.” “GEI,” “Company,” “we,” “our,” “ours,”, “ARG”, “Company”, “we”, “our”, “ours”, and “us” refer to Global Equity International,Argentum 47, 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 $.001$0.001 par value, common stock.

HISTORICAL BUSINESS TRANSACTED

BUSINESS TRANSACTED IN 20122015

At the beginning of 2012, we had contracts with five companies: (1) RFC K.K., a Japan based company; (2) Black Swan Data Limited, a United Kingdom (“U.K.”) based company; (3) Arrow Cars SL, (now called Arrow Cars International Inc.), a company based in Spain and the U.S.; and (4) Voz Mobile Cloud Ltd., a U.S. corporation and (5) Direct CCTV/Direct Security Integration Inc., a U.K. and U.S. based company.

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:

Regis agreed to pay us $250,000 and to date we have been paid a total of $150,000. In addition, we have agreed that we will receive a 10% equity stake in the company upon listing Regis 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:

Scorpion agreed to pay us $350,000 and to date we have been paid $180,000. In addition, we have agreed that we will receive a 6% equity stake in Scorpion upon its initial public offering 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.

BUSINESS TRANSACTED IN 2013

At the beginning of 2013, we already had contracts with four companies: (1) Arrow Cars International Inc., a company based in Spain and the US; and (2) Voz Mobile Cloud Ltd., a U.S. corporation, (3) Direct CCTV / Direct Security Integration Inc., a U.K. and U.S. based company, and (4) BTI / Scorpion Performance Inc. a company based in the U.S.

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:

BUSINESS TRANSACTED IN 2016

During 2016, we gained following 9 clients:

SAC agreed to pay us $400,000 and to date we have been paid $210,000. In addition, we have agreed that we will receive a 6% equity stake in SAC upon its initial public offering on the Dubai NASDAQ.

BUSINESS TRANSACTED IN 2014

At the beginning of 2014, we already had contracts with five companies: (1) Arrow Cars International Inc., a company based in Spain and the U.S., (2) Regis Card Group Limited., a U.K. and U.S. corporation, (3) Direct CCTV / Direct Security Integration Inc., a U.K. and U.S. based company, (4) BTI / Scorpion Performance Inc. a company based in the U.S. and (5) Scandinavian Agritex Co. Limited a UK and Sri Lankan based company.

During 2014, we gained the following eight clients:

(1) ATC Enterprises DMCC

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

We have contracted to provide ATC with the following services:

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

(2) Authenta Trade Inc.

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

We have contracted to provide Authenta with the following services:

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

3.Duo World Inc.

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

We have contracted to provide Duo with the following services:

BUSINESS TRANSACTED IN 2017

During 2017, we gained following 8 clients:

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: