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, 20152017

 

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)

 

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

 

X3Cluster X, Building 3, Jumeirah Bay Towers, Office 3305, Jumeirah Lake Towers,JLT, Dubai, UAEU.A.E.

(Address of principal executive offices)

 

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

 

Large accelerated filer [  ] Accelerated filer [  ]
   

Non-accelerated filer [  ]

(Do not check if a smaller reporting company)

 Smaller reporting company [X]

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, 2015)2017) was approximately $187,682.$2,271,998.

 

As of March 18, 2016,April 6, 2018, there were 776,165,973525,534,409 shares of our common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

 

 

 

TABLE OF CONTENTS

 

ITEMS PAGE
 PART I 
   
Item 1.Business4
Item 1A.Risk Factors2013
Item 1B.Unresolved Staff Comments2316
Item 2.Properties2316
Item 3.Legal Proceedings2316
Item 4.Mine Safety Disclosures2316
   
 PART II 
   
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities2417
Item 6.Selected Financial Data3119
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations3119
Item 7A.Quantitative and Qualitative Disclosure About Market Risk4529
Item 8.Financial Statements and Supplementary Data4529
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure4529
Item 9A.Controls and Procedures4629
Item 9B.Other Information4630
   
 PART III 
   
Item 10.Directors, Executive Officers and Corporate Governance4731
Item 11.Executive Compensation5133
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters5537
Item 13Certain Relationships and Related Transactions, and Director Independence5640
Item 14.Principal Accounting Fees and Services5741
   
 PART IV 
   
Item 15.Exhibits, Financial Statement Schedules5741

 

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:

 

 the success or failure of management’s efforts to implement their business strategy;
   
 the ability of the Company to raise sufficient capital to meet operating requirements;
   
 the uncertainty of consumer demand for our products and services;
   
 the ability of the Company to compete with major established companies;
   
 heightened competition, including, with respect to pricing, entry of new competitors and the development of new products or services by new and existing competitors;
   
 absolute and relative performance of our products andor services;
   
 the effect of changing economic conditions;
   
 the ability of the Company to attract and retain quality employees and management;
   
 the current global recession and financial uncertainty; and
   
 other risks which may be described in our future filings with the U.S. Securities and Exchange Commission (“SEC”).

 

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

 

PART I

 

ITEM 1. BUSINESS.BUSINESS.

 

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 fully ownedwholly-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 Partners PlcInternational, Inc. to Argentum 47, Inc.

GEP Equity Holdings Limited and its subsidiary, GE Professionals DMCC, are Dubai based firms that provide consulting services, such as corporate restructuring, advice on management buy outs, management recruitment and development for corporate marketing, investor and public relations, regulatory compliance and introductions to financiers, to companies desiring to be listed on stock exchanges in various parts of the world.

 

Our authorized capital consists of 1,000,000,000950,000,000 shares of common stock, $0.001 par value, and 50,000,000 shares of preferred stock, $0.001 par value.

On November 15, 2010, 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:

General business consulting
Corporate restructuring
Exchange listings
Management recruitment
Investor relations
Regulatory compliance

 

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:

 

 Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
   
 Reduced disclosure about our executive compensation arrangements;
   
 Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements; and
   
 Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

 

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, if we have more than $700 million in market value of our stock held by non-affiliates, or if we issue more than $1 billion of non-convertible debt over a three-year period. We may 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 initially founded Global Equity Partners Plc. in 2009 to assist small to medium size businesses with management restructuring and corporate restructuring, in general, and also to obtain, if requested by its clients, access to capital markets via equity and debt financings.FUND MANAGEMENT

 

Global Equity Partners Plc.In common with the overall financial services sector, the micro fund management market is undergoing significant changes. We will take advantage of these changes and its subsidiary GE Professionals DMCC look for companies that require capital fundingacquire a significant selection of international and ultimately a listingUnited Kingdom based financial advisory firms with Funds under Management. These acquisitions shall form part of their shares on a recognized stock exchange. The Company introduces these clients to privateArgentum 47 Financial Management Limited which is under one efficient 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.cost effective umbrella.

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

We currently offer the following services to our clients:

Corporate restructuring
Management buy outs

Management recruitment and employment placements

Investor and public relations
Regulatory compliance
Exchange listings
Introductions to financiers

 

CORPORATE RESTRUCTURING SERVICES

 

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

 

MANAGEMENT BUY OUTSRECRUITING

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

MANAGEMENT RECRUITING AND EMPLOYMENT PLACEMENTS

 

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

 

INVESTOR AND PUBLIC RELATIONS

 

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

 

REGULATORY COMPLIANCE

 

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

 

EXCHANGE LISTINGS

 

We also assist our clients with the selection of stock exchanges 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 $0.001 par value, common stock.

6

 

HISTORICAL BUSINESS TRANSACTED

 

BUSINESS TRANSACTED IN 20122015

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:

 

 Act as a corporate finance advisor to Regis;During 2015, we gained following 8 clients:
   
 1.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Advanced Imaging Projects LLC.
   
 2.Use reasonable efforts through our marketing and public relations contacts to support and market Regis, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andEnergy Equity Resources (Norway) Limited.
   
 3.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the Dubai NASDAQ.

(2) BTI / SCORPION PERFORMANCE INC.

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

We have contracted to provide Scorpion the following services:

Act as a corporate finance advisor to Scorpion;Hoqool Petroleum.
   
 4.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;INSCX Exchange (Central Clearing) Limited.
   
 5.Use reasonable efforts through our marketing and public relations contacts to support and market Scorpion, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andInternational FIM SRL.
   
 6.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the Dubai NASDAQ.

(3) UNIVERSAL ENERGY SOLUTIONS BV

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

(4) INNOVEAS AG

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

(5) ARABIAN NUBIAN RESOURCES LIMITED

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

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

BUSINESS TRANSACTED IN 2013

During 2013, we gained the following clients:

(1) SCANDINAVIAN AGRITEX CO. LIMITED

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

We have contracted to provide SAC with the following services:

Act as a corporate finance advisor to SAC;Primesite Developments Limited.
   
 7.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Quartal Financial Solutions AG.
   
 8.Use reasonable efforts through our marketing and public relations contacts to support and market SAC, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andTAM Mining Limited.

7

BUSINESS TRANSACTED IN 2016

During 2016, we gained following 9 clients:

1.Granite Power Limited
   
 2.Introduce the client to professional advisors, such as accountants, auditors, lawyersDeutsche Oel and stock registrars who would assist the client with having its shares listed on the NASDAQ OTCQB.

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

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

8

BUSINESS TRANSACTED IN 2014

During 2014, we gained the following eight clients:

(1) ATC Enterprises DMCC

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

We have contracted to provide ATC with the following services:

Act as a corporate finance advisor to ATC;Gas SA
   
 3.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Majestic Wealth Limited
   
 4.Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andUnite Global AS
   
 5.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

(2) Authenta Trade Inc.

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

We have contracted to provide Authenta with the following services:

Act as a corporate finance advisor to Authenta;Teralight FZ LLC
   
 6.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;The Stakis Collections Limited
   
 7.Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andAli Group MENA FZ LLC
   
 8.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

(3) Duo World Inc.

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

We have contracted to provide Duo with the following services:

Act as a corporate finance advisor to Duo;Veolia Middle East
   
 9.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Emaar, The Economic City

BUSINESS TRANSACTED IN 2017

During 2017, we gained following 8 clients:

1.Blackstone Natural Resources SA
   
 2.Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andGraphite Resources (DEP) Limited
   
 3.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the OTCQB.

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

(4) Medinas Holdings BV

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

We have contracted to provide Medinas with the following services:

Act as a corporate finance advisor to Medinas;OCS ROH
   
 4.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Fly-A-Deal
   
 5.Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andFalcon Eye Technology
   
 6.Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the Dubai NASDAQ.

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

(5) Precious Cells International Limited

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

We have contracted to provide Precious with the following services:

Act as a corporate finance advisor to Precious;Ali Group MENA FZ LLC
   
 7.Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;Veolia Middle East
   
 8.Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.Emaar, The Economic City

 

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

(6) Unii LimitedOUR BUSINESS IN 2017

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

 

We have contracted to provide Unii with the following services:

Act as a corporate finance advisor to Unii;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

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

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

We have contracted to provide VTH with the following services:

Act as a corporate finance advisor to VTH;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to potential sources of funding and once funding is sourced, assist with a potential IPO on the Dubai NASDAQ.

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

(8) Your MD AS

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

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

Act as a corporate finance advisor to Your MD;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

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

OUR BUSINESS IN 2015

1) Advanced Imaging Projects LLC.

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

We have contracted to provide AIP with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and

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

2) Energy Equity Resources (Norway) Limited.

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

We have contracted to provide EER with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and

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

3) Hoqool Petroleum.

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

We have contracted to provide HOQ with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

4) INSCX Exchange (Central Clearing) Limited.

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

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We have contracted to provide INSCX with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a possible listing of the company´s shares on a recognized stock exchange.

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

5) International FIM SRL.

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

We have contracted to provide FIM with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

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6) Primesite Developments Limited.

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

We have contracted to provide PS with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a listing of the company´s shares on the NASDAQ OTCQB.

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

7) Quartal Financial Solutions AG.

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

We have contracted to provide QFS with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a listing of the company´s shares on the NASDAQ OTCQB.

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

8) TAM Mining Limited.

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

We have contracted to provide TAM with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

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

 

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

 

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

 

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

 

4.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.

FUTURE PLANS

 

MILESTONES FOR 2016:2018-2019:

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

 

To date, we have 158 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange or quoted on the OTC Markets or seeking funding for acquisition and growth:growth or seeking Human Resources Recruitment services:

No.CompanySectorLocation
1EmaarConstruction - Dubai Government EntityKingdom of Saudi Arabia
2Graphite Resources (DEP) LtdWaste to EnergyUnited Kingdom
3Blackstone Natural Resources SANatural ResourcesBVI
4Ali Group MENA FZ-LLCHospitalityUnited Arab Emirates
5Fly-A-DealTravelKingdom of Saudi Arabia
6Falcon Eye TechnologyConstruction and System IntegratorsUnited Arab Emirates
7Veolia Middle EastWaste to EnergyOman
8OCS ROHFacilities ManagementThailand

Our specific plan of operations and milestones through March 2019 are as follows:

ACQUIRE CERTAIN FINANCIAL ADVISORY FIRMS WITH MONEY UNDER MANAGEMENT

Initially, the Company intends to acquire four licensed financial advisory firms with funds under management on or before April 15, 2018, two of which are based in the United Kingdom and the other two are based in Malaysia. These four financial advisory firms currently have an aggregate US$150 million of funds under management. These targeted acquisitions have been identified, non-binding letters of intent have already been agreed to and signed and their two-year financial statement audits are almost complete. Each acquisition will form part of the newly incorporated subsidiary called Argentum 47 Financial Management Limited. These acquisitions will be, in essence, the acquisition of stable and long term recurring and non-recurring revenues.

Once the Company acquires these initial four financial advisory firms, the Company intends to continue growing in 2018 and 2019 by acquiring more financial advisory firms that already have been identified.

The acquisition of these entities will open up a new controlled network for the services of:

 

 Client:Sector:New capital markets clients
   
1Regis Card Group Limited Prepaid cards and payment servicesDistribution of new funds / products
   
2Arrow Cars International Inc. Long term car rentalMaximizing the current books of business being bought
   
3Medinas Holdings BV Therapeutical stomach cancer treatmentExpand both Malaysia and UK business via more financial advisors
   
4Duo World Inc. Software development and integrationExpand the Isle of Man company by making its offering to a wider audience on a global basis
   
5VT Hydrocarbon Holdings (Pte.)LNG Gas storage
 
6Authenta TradeBitcoin
7ATC Enterprises DMCCDiamonds
8Unii LimitedMobile Applications such as “Fling”
9Energy Equity Resources (Norway) LimitedNatural resources
10Scandinavian AgriTex Co. LimitedCotton and clothing industry
11Tam Mining LimitedNatural resources
12Primesite Developments LimitedResidential and commercial Development
13International FIM SRLManufacturingOverlay the Isle of automotive car parts
14INSCX Exchange LimitedNano-technology exchange
15Quartal Financial Solutions AGFinancial TechnologyMan products into our own network of acquisitions.

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

DEVELOP THE INTRODUCER NETWORK FURTHER IN ORDER TO CONTINUE ATTRACTING NEW INTEREST FOR OUR SERVICES.

 

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

 

 Certain registered investment housesRegistered and fundsRegulated Investment Houses and Funds in London (United Kingdom).
   
 An Austrian management consultancy firm based in Vienna (Austria)Austria.
   
 Various investment banksFinancial Institutions and also Investment Banks based in Dubai (UAE)Dubai.
   
 Certain Private Banks based in Amsterdam, (Holland), Luxembourg (Luxembourg) and Zurich in SwitzerlandZurich.
   
 Various family officesFamily Offices in Dubai (UAE)Dubai.
   
 Various introducers to Capitalcapital based on the East and West coastCoast of the USUS.
   
 Various introducers to Capitalcapital based in South East AsiaSingapore and Hong Kong.
   
 Yemon (Pvt.) Limited – An introducer ofVarious South East Asian financial partners and introducers to new business based in Sri Lanka
MEPEX – A Bahrain Oil and Gas exhibit with over 280 members
Sixfoursixfour Limited and the World Nano Foundationbusiness.

 

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

 

2)NEW BUSINESS

REBRANDING OF OUR ENTIRE CORPORATE STRUCTURE

During next 12 months, we believe that we have the capacity to sign at least another 12 new clients in various sectors and located around the globe.

3)DUBAI EXPANSION

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

4)SOUTH EAST ASIAN EXPANSION

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

5)OPEN AN OFFICE IN THE US.

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

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

 

We intend to form relationships with mergerrebrand our business and acquisition specialists duringanalyze our entire corporate structure. We will adapt the next 12 months, whichnew brand towards the Financial Advisory firms that we will hopefully enable us to:acquire and ensure a uniform image of our corporate structure including new websites and email addresses for all companies within our structure. The reporting structures of each subsidiary will also be examined for maximum effect. In due course, we will change the name of GEP Equity Holdings Limited and GE Professionals DMCC to Argentum 47 Consulting Limited and Argentum 47 HR DMCC, respectively.

 

Find potential merger and acquisition candidates.
Introduce our clients to brokers and investment bankers.
Introduce our clients to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing.

EXPAND OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES.

7)DEVELOP IN HOUSE IT DEPARTMENT

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

8)EXPAND OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES.

 

The Company created an in-house human resources department called “Kingsman James” (http://kingsmanjames.com/kingsmanjames.com) with a view to be able to provide its existing clients and other new clients with the possibility of restructuring their companiescompanies’ management with seasoned professionals, if required. We intend to continue expanding this human resources department throughout the next 12 months.

 

9)EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY

EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY

 

During the next 12 months, we intend to substantially expand our Middle Eastern, South East Asian and also our USU.S. networks in order to enable us to make introductions on a more institutional level. At present, we are being received with open arms by all of the financial communities with whom we have contact; hence, we have plans to host various hospitality events for our current clients, our key contacts and upper management of the Company.

10)EXPAND OUR RANGE OF BUSINESS AND CONTACTS

We intend to take our consultancy service outside of the Middle East and Europe and into Asia and Sri Lanka. We will expand on a “Commission Only” basis for the individuals or companies who take on our service to offer to their clients. Accountants, lawyers and finance professionals are the target market for overlaying our service into their existing client banks in return for a percentage of fees received. We also intend to add at least two new members to our administration team during the next 12 months.

 

11)ROAD SHOWS

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

12)FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS

We intend to cement the relationships created. The target markets for attracting clients are: Thailand, Sri Lanka, China, Hong Kong and Singapore. To service the clients generated from these markets, we will spend time creating a network of service companies who we can utilize to assist us on a local basis. We will explore the possibilities of dual listings for our clients in Singapore to allow us a local market for any Asian clients we will attract and giving the Company a firm foothold in the Asian territory.

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FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS

We will explore alternative methods of servicing our clients by utilizing contacts already made in Europe to allow us to offer a wider service to our current and future clients. We will have a focus on Singapore, United Kingdom and Canada for this expansion

NEW OFFICES

Once we have acquired the initial four Financial Advisory firms in the United Kingdom and Malaysia, we will have four offices in total, one in Dubai, one in the Isle of Man, one in Kuala Lumpur (Malaysia) and the other in the North East of the UK. In due course, during 2018, we will also open a central office in London (UK). In addition, we are exploring the expansion of our Kuala Lumpur operation to open an office in Bangkok (Thailand) where we have an opportunity to attract several financial advisors under our licensed Malaysian brand.

 

COMPETITION

 

We face intense competition in every aspect of our business, and particularly from other firms which offer management, compliance and other consulting services to private and public companies. We would prefer to accept a relatively low cash component as our fee for management consulting and regulatory compliance services and take a greater portion of our fee in the form of restricted shares of our private clients’ common stock. We also face competition from a large number of consulting firms, investment banks, venture capitalists, merchant banks, financial advisors and other management consulting and regulatory compliance services firms similar to ours. Many of our competitors have greater financial and management resources and some have greater market recognition than we do. There are many institutions around the globe that are executing a roll-up strategy by acquiring Financial Advisory firms around the world; hence, we will face completion but we believe that there is still room for our Company to have a place within the Financial Advisory world.

 

REGULATORY REQUIREMENTS.

 

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

 

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

 

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS.

 

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

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

 

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

 

The Company is required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the 20152018 and 20162019 fiscal years. We are currently evaluating our existing controls against the standards adopted by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). During the course of our ongoing evaluation and integration of the internal controls of our business, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review (see Item 9A,9.A, below for a discussion of our internal controls and procedures).

 

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

 

DEPENDENCE ON KEY EMPLOYEES.

 

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

 

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

 

REPORTS TO SECURITY HOLDERS.

 

The public may view and obtain copiesWe are subject to the informational requirements of the Company’sSecurities Exchange Act of 1934, as amended, and in accordance therewith, we file annual, quarterly and current reports, as filedproxy and information statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information can be read and copied at the Securities and Exchange Commission’s public reference facilities at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at 1-800-732-0330 for further information on the SEC’s Public Reference Roomoperation of the public reference facilities. In addition, the Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is www.sec.gov.

We make available free of charge on or through our website at 100 F Street, NE, Room 1580, Washington, D.C. 20549.www.arg47.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. Information on the Public Reference Roomour website is availablenot incorporated by calling the SEC at 1-800-SEC-0330 1-800-SEC-0330 FREE. Additionally, copiesreference in this Annual Report and is not a part of the Company’s reports are available and can be accessed and downloaded via the internet on the SEC’s internet site at http://www.sec.gov.this Annual Report.

ITEM 1A. RISK FACTORS.

 

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

 

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

 

RISKS ASSOCIATED WITH OUR COMPANY

 

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

 

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

 

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

 

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

 

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

 

The corporate consulting business isand funds management businesses are intensely competitive and due to our small size and limited resources, we may be at a competitive disadvantage, especially as a public company. There are several firms offering similar services. Many of our competitors have proven track records and substantial human and financial resources, as opposed to our Company whichwho has limited human resources and little cash. Also, the financial burden of being a public company, which will cost us approximately $50,000$75,000 per year in auditing fees and legal fees to comply with our reporting obligations under the Securities Exchange Act of 1934 and compliance with the Sarbanes-Oxley Act of 2002, will strain our finances and stretch our human resources to the extent that we may have to price our Consultancy service fees higher than our non-publicly held competitors just to cover the costs of being a public company.

 

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

 

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

 

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

 

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

 

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

 

As part of our business model, GEP Equity Holdings Limited accepts equity securities in our clients as partial compensation for our services. Prior to 2012,2016, 40% or more of our income was derived from the receipt of equity securities and more than 40% of our assets were comprised of equity securities that we received in exchange for some of our services. In 2012, only 9.85%2017, none of our income was derived from the receipt of equity securities. As of December 31, 2013, 1.00%2017, 97.6% of our assets were comprised of equity securities. As of December 31, 2014, 3.69%In 2017, we did not receive any new equity or shares in any of our assets were comprisedclients; hence, none of our operating income in 2017 was derived from equity securities albeit we did sell 98,900 shares of equity securities. As of December 31, 2015, 94.42% of our assets were comprised of equity securities.that we received from a client in prior years.

 

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

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

 

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

 

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

 

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

 

We will likely have to issue additional shares of our Common Stock to fund our operations and to implement our plan of operation. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock.stock issued in lieu of cash. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the remaining 173,834,027424,465,591 authorized, but unissued, shares of our common stock net of the issued and reserved of 776,165,973 and 50,000,000 respectively.stock. Future issuances of shares of our common stock will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value and that dilution may be material.

 

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

 

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

 

OUR ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.

 

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

 

We have no preferred stock45,000,000 shares of Series “B” Preferred Stock outstanding at this time.time, which shares are owned by our management. We have 2,400,000 shares of Series “C” Preferred Stock outstanding at this time, which shares are owned by our management. All shares of our Series “B” and “C” Preferred Stock are contractually locked-up until September 27, 2020; hence, such shares cannot be sold or converted into common stock on any prior date.

We have an additional 2,600,000 shares of Series “C” Preferred Stock authorized and designated, but not issued or outstanding.

We no longer have any shares of Series “A” Preferred Stock authorized, designated or outstanding.

 

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

 

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

 

ITEM 1B.UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

ITEM 2. PROPERTIES.

 

The Company does not own any property. Our executive offices are located at X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, U.A.E.; this office consists of 1,400 square feet of office space for which we pay a monthly rent of $2,675. We also have a satellite-serviced office located in London based in another office in Level 17 Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom.$2,500. Peter J. Smith, our President and Chief Executive Office,Officer, is now based in Dubai,the UK, and Enzo Taddei, our Chief Financial Officer, is based between Europe and Dubai.

 

ITEM 3.LEGAL PROCEEDINGS.

 

On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalentWe are not subject to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a five month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation loan.

The plaintiff, the Able Foundation, is requesting a settlement of $411,272, which is the $226,616 currently owed, and an additional $184,656 accrued in 2015 as a provision for potential damages.

On, June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently, there is a judgment against the Company (the defendant) for the recovery of $411,272.

The Company’s Dubai lawyers, Al Safar & Partners, have subsequently appealed this judgement based on the fact that they believe from a legal stand point that:

1)the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “Audi Alteram Partem”.

2)there is no legal existence of Global Equity Partners Plc. in Dubai as it is a Republic of Seychelles corporation; hence, the Courts of Dubai have no jurisdiction in the matter.

According to the Dubai lawyers, the judgement issued against the Company (the defendant) by the Dubai First Instance Court bears no legality and void therefore the Plaintiff´s claim should be rejected in its entirety.

These legal proceedings and appeal are currently ongoing. The Company intends to vigorously defend the litigation. At this time, the Company cannot predict the outcome of theany other pending or threatened litigation.

 

ITEM 4.MINE SAFETY DISCLOSURES.

 

Not applicable.

 

PART II

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

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

 

As of December 31, 2015,2017, the Company’s Common Stock was quoted on the Over-the-Counter Bulletin Board under the symbol “GEQU.OB.”GEQU. Effective April 2, 2018, our new trading symbol is ARGQ. The market for the Company’s Common Stock is limited, volatile and sporadic and the price of the Company’s Common Stock could be subject to wide fluctuations in response to quarterly variations in operating results, news announcements, trading volume, sales of Common Stock by officers, directors and principal shareholders of the Company, general market trends, changes in the supply and demand for the Company’s shares, and other factors. The following table sets forth the high and low sales prices for each quarter relating to the Company’s Common Stock for the last two fiscal years. These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not reflect actual transactions.

 

Fiscal 2015 High  Low 
First Quarter(1) $0.009  $0.002 
Second Quarter(1) $0.003  $0.001 
Third Quarter(1) $0.008  $0.002 
Fourth Quarter(1) $0.045  $0.01 

Fiscal 2014 High Low 
Fiscal 2017 High Low
First Quarter(1) $0.37  $0.08  $0.0200  $0.0120 
Second Quarter(1) $0.28  $0.05  $0.0141  $0.0050 
Third Quarter(1) $0.22  $0.14  $0.0053  $0.0028 
Fourth Quarter(1) $0.35  $0.008  $0.0094  $0.0019 
        
Fiscal 2016  High   Low 
First Quarter(1) $0.037  $0.019 
Second Quarter(1) $0.030  $0.011 
Third Quarter(1) $0.024  $0.015 
Fourth Quarter(1) $0.021  $0.013 

 

 (1)This represents the closing bid information for the stock on the OTC Bulletin Board. The bid and ask quotations represent prices between dealers and do not include retail markup, markdown or commission. They do not represent actual transactions and have not been adjusted for stock dividends or splits.

 

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

 

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

 

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

 

HOLDERS.HOLDERS. As of the date of this filing, there were 8281 record holders of the 776,165,973 shares of the Company’s issued and outstanding Common Stock.

 

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

 

RECENT ISSUANCES OF UNREGISTERED SECURITIES

 

SECURITIES ISSUED IN 20132018

 

On February 15, 2013, the CompanyWe have not issued 100,000any shares of common restricted shares at $.80 to Tricon Holdings Limited in exchange of $80,000 of marketing services rendered to the Company.

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

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

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

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

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

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

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

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

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

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

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

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

On December 12, 2013 the Company issued 450,000 Series “A” preferred shares to the Company’s CFO (200,000), CEO (200,000) and one employee (50,000) having a fair value of $540,000 ($0.12 per share), based upon the fair value of the services rendered, which represented the best evidence of fair value.so far during 2018.

 

SECURITIES ISSUED IN 20142017

 

On March 17, 2014,February 2, 2017, the Company issued 295,5675,000,000 common shares valued at an agreed value of restricted common stock at $.04$0.01 per share or $50,000 to Asher Enterprises, Inc.Mammoth Corporation upon conversion of debta portion of a convertible promissory note.

On March 28, 2017, the Company issued 6,178,560 common shares valued at $12,000. The conversion was at a discount to marketan agreed value of the common stock.

$0.0080925 per share or $50,000 to Mammoth Corporation upon conversion of a portion of a convertible promissory note.

 

On April 1, 2014,13, 2017, the Company issued 501,14910,224,676 common shares valued at an agreed value of restricted common stock at $.22$0.006565 per share or $67,125, with the common shares valued at their fair value of $133,652 based on the quoted trading price, to Asher Enterprises, Inc.Mammoth Corporation upon conversion of debt valued at $109,819. The conversion was at a discount to market valueportion of the common stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECURITIES ISSUED IN 2015

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

On May 5, 2015,12, 2017, the Company issued 3,925,4587,823,310 common shares of restricted common stock valued at aan agreed value of $0.00429 per share or $33,562, with the common shares valued at their fair value of $0.0017 per share or $6,673$88,543 based on the quoted trading price, to LG Capital LLCMammoth Corporation upon conversion of $3,768a portion of debt and accrued interest.

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

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

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

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

 

On June 3, 2015,2, 2017, the Company issued 5,379,0009,388,252 common shares of restricted common stock valued at aan agreed value of $0.003575 per share or $33,563, with the common shares valued at their fair value of $0.0012 per share or $6,455$92,133 based on the quoted trading price, to JMJ FinancialMammoth Corporation upon conversion of $2,690remaining portion of debt.

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

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

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

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

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

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

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

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

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

 

On July 10, 2015,2017, the Company issued 12,161,49110,000,000 common shares of restricted common stock valued at aan agreed value of $0.00234 per share or $23,400, with the common shares valued at their fair value of $0.0039 per share or $47,430$54,795 based on the quoted trading price, to LG Capital LLCMammoth Corporation upon conversion of $6,932a portion of debt and accrued interest.

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

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

 

On August 6, 2015,2, 2017, the Company issued 7,619,12910,000,000 common shares of restricted common stock valued at aan agreed value of $0.00204 per share or $20,400, with the common shares valued at their fair value of $0.0049 per share or $37,334$51,940 based on the quoted trading price, to JMJ FinancialMammoth Corporation upon conversion of $5,333a portion of accrued interest.

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

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

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

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

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

 

On September 9, 2015,11, 2017, the Company issued 5,500,00020,000,000 common shares of restricted common stock valued at aan agreed value of $0.00169 per share or $33,800, with the common shares valued at their fair value of $0.014 per share or $77,000$102,533 based on the quoted trading price, to Patrick Hobbs,Mammoth Corporation upon conversion of $55,000a portion of accrued salary and commissions.

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

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

 

On October 16, 2015,25, 2017, the Company issued 1,000,00020,000,000 common shares of restricted common stock valued at aan agreed value of $0.00108 per share or $21,600, with the common shares valued at their fair value of $0.0419 per share or $41,900$59,820 based on the quoted trading price, to Charles Taylor,Mammoth Corporation upon conversion of $40,000a portion of accrued salary.

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

 

On December 4, 2015,2017, the Company issued 500,00047,000,000 common shares of restricted common stock valued at aan agreed value of $0.0013362 per share or $62,800, with the common shares valued at their fair value of $0.0233 per share or $11,650$313,400 based on the quoted trading price, to Proactive Capital Resources Group,Mammoth Corporation upon conversion of $11,650final portion of services provided to the Company.a convertible promissory note.

 

On December 4, 2015,27, 2017, the Company issued 892,7905,443,836 common shares of restricted common stock valued at aan agreed value of $0.012 per share or $65,326, with the common shares valued at their fair value of $0.0233 per share or $20,802$27,764 based on the quoted trading price, to Colin Copeland,private investor based in Malta upon conversion of $20,082 of accrued salary and expenses.

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

 

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

 

ISSUER REPURCHASES OF EQUITY SECURITIES

 

None.

 

ITEM 6.SELECTED FINANCIAL DATA.

 

Not applicable.

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

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

 

CAUTIONARY FORWARD - LOOKING STATEMENT

 

The following discussion and analysis of the results of operations and financial condition of Global Equity International,Argentum47, Inc. should be read in conjunction with our financial statements and related notes. References to “we,”“we”, “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions..intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,”“anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, and similar expressions to identify forward-looking statements.

 

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

 

 the volatile and competitive nature of our industry,
   
 the uncertainties surrounding the rapidly evolving markets in which we compete,
   
 the successuncertainties surrounding technological change of marketing efforts by third parties,the industry,
   
 the changing demands of customers, andour dependence on its intellectual property rights,
   
 the success of marketing efforts by third parties,
the changing demands of customers, and
the arrangements with present and future customers and third parties.

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

Our MD&A is comprised of the following sections:

 31A.Critical accounting estimates and policies.
   

ForB.Business overview.C.Results of operations for the years ended December 31, 2017 and 2016.D.Financial condition as at December 31, 2017 and 2016.E.Liquidity and capital reserves.F.Business development.

A.Critical Accounting Estimates and Policies:

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), which requires management to make estimates and assumptions that affect reported and disclosed amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.

We believe that the critical accounting policies set forth in the accompanying consolidated financial statements describe the more significant judgments and estimates used in the preparation of our consolidated financial statements. These critical accounting policies pertain to revenues recognition, valuation of investments, convertible notes and derivatives and; stock based compensation.

If actual events differ significantly from the underlying judgments or estimates used by management in the application of these accounting policies, there could be a material effect on our results of operations and financial condition.

B.Business overview:

Argentum 47, Inc. (“Company” or “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 private 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. in the approximate amount of $626,000. At the time of this sale, Global Equity Partners Plc. had assets consisting of common shares of other companies having a book value of approximately $603,000.

GEP Equity Holdings Limited (to be renamed Argentum 47 Consulting Limited) and its subsidiary, GE Professionals DMCC (to be renamed Argentum 47 HR DMCC), are Dubai based firms that provide consulting services, such as corporate restructuring, Exchange Listings, management recruitment and development for corporate marketing, investor and public relations, regulatory compliance and introductions to financiers, to companies desiring to be listed on stock exchanges in various parts of the world.

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 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 January 12, 2018, the Company secured a 12-months fixed price convertible loan, from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on the maturity date, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received $400,000 under this credit facility.

On January 12, 2018, the Company secured a 12-months fixed price convertible loan, from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on the maturity date, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received $100,000 under this credit policy.

On February 20, 2018, the United Kingdom Financial Conduct Authority approved the eventual change of control of one of the financial advisory firms that will be acquired in the North East of the United Kingdom. This Notice of Change of Control will allow the Company´s UK subsidiary, Argentum 47 Financial Management Limited, and its directors to incur in such acquisition; hence, allow it to legally control and manage the business once acquired.

On March, 29, 2018, we changed our corporate name to Argentum 47, Inc.

Effective April 2, 2018, our trading symbol was changed to ARGQ.

Our authorized capital consists of 950,000,000 shares of common stock having a par value of $0.001 per share and 50,000,000 shares of preferred stock having a par value of $0.001. As of December 31, 20152017, we had 525,534,409 shares of common stock issued and 2014:outstanding. We also have two series of preferred stock designated and authorized: Series “B” Preferred Stock and Series “C” Preferred Stock. As of December 31, 2017, we had 45,000,000 shares of Series “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 were issued and outstanding. 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 authorized, which could be issued in the future. All shares of our Series “B” and Series “C” Preferred Stock are contractually locked-up until September 27, 2020; hence, they cannot be sold or converted into common stock at any time prior to that date.

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

C.Results of operations for the years ended December 31, 2017 and 2016:

 

The Company had revenues amounting to $3,313,356$224,526 and $515,000,$1,511,178, respectively, for the years ended December 31, 20152017 and 2014.2016.

 

  December 31, 2015  December 31, 2014  Changes 
          
Revenue $3,313,356  $515,000  $2,798,356 
  $3,313,356  $515,000  $2,798,356 
  December 31, 2017  December 31, 2016  Changes 
          
Revenue $224,526  $1,511,178  $(1,286,652)
  $224,526  $1,511,178  $(1,286,652)

 

The total revenue reduced by $1,286,652 due to the fact that we received $419,365 in equity securities in a private company in exchange for services performed during the comparative year ended December 31, 2016. Also, during comparative year ended December 31, 2016, $276,630 was recognized as revenue from deferred revenue against equity securities received in prior quarters. During the year ended December 31, 2017, we did not receive any such equity securities, which resulted in a decrease in revenues when compared to year ended December 31, 2016. The other reason for not taking on any new clients was that management has been concentrating on implementing its inorganic growth model via acquisition of various financial advisory firms with funds under management.

Following is the breakdown of total revenue for the year ended December 31, 20152017, which amounted to $3,313,356. The breakdown of this amount was as follows:$224,526:

 

 a)$865,50083,638 was received in equity securities in a private company in exchangecash for services performed. The valuation was based on 3,460,000 common shares at $0.25 per share and 500,000 preferred shares at $0.001 per share.performed to different clients.
   
 b)$675,450 was received in equity securities in another private company in exchange for services performed. The valuation was based on 4,500,000 common shares at $0.15 per share and 450,000 preferred shares at $0.001 per share. $829,891 (75% of $1,106,521) was also received in equity securities from this private company in exchange for services performed. The valuation was based on 1,106,521 common shares at $1 per share. Remaining $276,630 (25% of $1,106,521)30,888 was recognized as deferred revenue for services rendered to different clients, which amount was receivable as at December 31, 2015.2017.
   
 c)$262,01510,000 was recognized as revenue for services rendered to different clients, which amount was written off as a bed debt during the year ended December 31, 2017.
d)$100,000 was recognized as revenue from deferred revenue as we performed related services to the clients against payments received in prior years.
d)$680,500 was received in cash for services performed to our new clients during the year ended December 31, 2015.

  

The total revenue for the year ended December 31, 20142016 amounted to $515,000.$1,511,178. The breakdown of this amount was as follows:

 

 a)

During$419,365 was received in equity securities in a private company in exchange for services performed. The valuation was based on 1,815 common shares valued at CHF 160 or $163.89 per share and 456 common shares valued at CHF 261 or $267.34 per share.

b)$34,600 was received in equity securities in another private company in exchange for services performed. The valuation was based on 46,133 common shares valued at $0.75 per share.
c)$276,630 was recognized as revenue from deferred revenue as we performed related services to a client against shares received in prior quarters.
d)$362,500 was recognized as revenue from deferred revenue as we performed related services to the clients against payments received in prior quarters.
e)$34,300 was recognized as revenue for services rendered to a couple of clients out of which $21,800 was receivable as at December 31, 2017.
f)$383,783 was received in cash for services performed to different clients during the year ended December 31, 2014 the Company received $730,015 of cash fees from eleven clients for services to be rendered during the year 2014 and subsequent years. At December 31, 2014, the Company recognized a total of $515,000 as revenue of which $297,000 was deferred revenue from cash fees received in prior years.

2017.

For the years ended December 31, 20152017 and December 31, 2014,2016, the Company had the following concentrations of revenues with customers:

 

Customer December 31, 2015  December 31, 2014 
       
VTH  0%  3.88%
AUT  0%  11.65%
ATC  0%  5.83%
PCI  0%  5.83%
YMD  0%  4.85%
IOA  0%  4.85%
STV  0%  4.85%
DSI  0%  22.33%
SAC  1.81%  4.85%
MHB  0.91%  19.42%
UNI  6.10%  11.65%
DUO  31.25%  0%
TAM  1.81%  0%
EER  0.91%  0%
MGP  1.81%  0%
PDI  49.96%  0%
QFS  0.38%  0%
INSCX  0.60%  0%
ALP  4.46%  0%
   100%  100%
Customer  Location December 31, 2017  December 31, 2016 
 UNI  United Kingdom  0%  12.24%
 PDI  United Kingdom  0%  20.46%
 QFS  Switzerland  0%  37.06%
 INSCX  United Kingdom  0%  2.65%
 GPL  Australia  0%  3.97%
 UGA  Norway  0%  3.97%
 SCL  United Kingdom  4.45%  3.31%
 DUO  Sri Lanka  1.69%  7.70%
 EEC  Kingdom of Saudi Arabia  24.80%  5.52%
 TLF  Kingdom of Saudi Arabia  5.73%  1.32%
 VME  Oman  1.92%  1.17%
 AGL  United Arab Emirates  1.82%  0.63%
 SAC  United Kingdom and Norway  44.54%  0%
 FAD  Saudi Arabia  10.10%  0%
 FAT  United Arab Emirates  1.89%  0%
 OCS  Thailand  3.06%  0%
       100%  100%

 

The total operating expenditures amounted to $1,870,214and $1,391,743,$1,451,284 and $1,322,756, respectively, for the years ended December 31, 20152017 and 2014, respectively.2016. The following table sets forth the Company’s operating expenditure analysis for both years:

 

 December 31, 2015 December 31, 2014 Change  December 31, 2017  December 31, 2016  Change 
              
General and administrative expenses $454,859  $314,095  $140,764  $165,624  $183,835  $(18,211)
Salaries  1,071,999   816,323   255,676 
Compensation  1,125,582   825,923   299,659 
Professional services  332,105   254,953   77,152   120,729   301,520   (180,791)
Depreciation  11,251   4,372   6,879   9,349   11,478   (2,129)
Impairment of Financial Assets  -   2,000   (2,000)
Bad debt expense  30,000   -   30,000 
Total operating expenses $1,870,214  $1.391,743  $478,471  $1,451,284  $1,322,756  $128,528 

 

TotalDuring the year ended December 31, 2017, total operating expenses increased by $478,471 as we had more legal and professional fees$128,528 from the previous year ended December 31, 2016. The increase is mainly due to pay on behalf of new clientsan increase in the compensation expense because during the year ended December 31, 2015. We accrued $184,656 as provision for potential damages due to2017, all of the ongoing litigationofficers and directors received additional stock based compensation of $432,000 in the Dubai Courts. We also had three more employeesform of series C preferred shares. There was no such stock based compensation given during the comparative year ended December 31, 2016. On the other hand, during the year ended December 31, 2015, which2017, professional services were decreased by $180,791 when compared to the year ended December 31, 2016 because professional services rendered to our Company are directly linked with revenue generating activities. The management also decided to write off bad debts amounting to $30,000 during the year ended December 31, 2017. There was no such bad debt expense booked during the reason for an increase in salaries expense.year ended December 31, 2016.

 

The net income(Loss) / (loss)Income from operations for the years ended December 31, 20152017 and 20142016 was $1,443,142$(1,226,758) and $(876,743),$188,422, respectively.

The Company´s other income and/ (expenses), net for the years ended December 31, 20152017 and 2014 was $(1,195,708)2016 were $(2,481,583) and $(1,345,386)$(204,424), respectively. The following table sets forth the Company’s other income and (expenses) analysis for both periods:

 

  December 31, 2015  December 31, 2014  Change 
          
Interest expense $(337,106) $(608,973) $271,867 
Finance charges  (124,175)  -   (124,175)
Amortization of debt discount  (355,253)  (299,535)  (55,718)
Loss on derivative liabilities  (407,482)  (227,495)  (179,987)
Loss on conversion of notes and other liabilities  (733,922)  (369,949)  (363,973)
Gain on settlement of debt  660,578   138,834   521,744 
Gain on debt extinguishment of other liabilities  116,921   22,486   94,435 
Bad debt expense  (13,345)  -   (13,345)
Exchange rate loss  (1,924)  (754)  (1,170)
Total other income (expense) $(1,195,708) $(1,345,386) $149,678 
  December 31, 2017  December 31, 2016  Change 
          
Interest expense $39,952  $-  $(39,952)
Amortization of debt discount  (125,512)  (119,964)  (5,548)
Loss on conversion of notes into common stock  (642,542)  -   (642,542)
Loss on conversion of accrued salaries and accounts payables into common stock, net  -   (1,097)  1,097 
Gain on transfer of preferred stock  -   1,454   (1,454)
Gain on sale of subsidiary  23,052   -   23,052 
Gain on sale of marketable securities  18,851   -   18,851 
Impairment loss on investments at cost  (1,601,336)  -   (1,601,336)
Loss on extinguishment of debt and other liabilities  (113,148)  (83,353)  (29,775)
Exchange rate loss  (996)  (1,464)  468 
Total other expenses $(2,481,583) $(204,424) $(2,277,159)

 

Our total other income (expense)expenses were increased mainly include amounts relateddue to convertible loan notes which werethe fact that the Company, out of prudence, fully converted into our common stockimpaired two of its investment amounting to $1,601,336 during the year ended December 31, 2015. These note2017. There was no such impairment during the comparative year ended December 31, 2016. In addition, there were various partial conversions caused an increaseof fixed price convertible debt into common stock at a price less than the contractual price that resulted in amortization of debt discount and loss on conversion of notes. Loss on derivative liabilities also increased due to the change in fair values of the derivative liabilities at each conversion and reporting date. There was also a gain on debt extinguishment of other liabilities and gain on settlement of liabilities. Gain on debt extinguishment of other liabilities included extinguishment of stock payable balance amounting to $82,850 and $34,071 related to balances written back that company owed to different static creditors from a long time. Gain on settlement of debt included write back of excess amount of accrued interest and monitoring fee payable relating to Eden loan as per the new arrangement between the lender (Eden) and the Company. The interest expense decreased because we paid back loans in cash and all of the convertible notes were converted into common stock of the Company$642,542 during the year ended December 31, 2015. Bad2017. Gain on sale of subsidiary amounting to $23,052 represents the gain arising due the assumption of our former subsidiary´s, Global Equity Partners Plc., liabilities amounting to $626,052 against its assets of $603,000 by a non-affiliated third party under a stock purchase and debt assumption agreement dated June 5, 2017.

The loss before tax for the years ended December 31, 2017 and 2016 amounted to $3,708,341 and $16,002, respectively.

The income tax expense consisted of static receivable balances from three parties,for the years ended December 31, 2017 and 2016 amounted to $2,832 and $0, respectively.

The net loss for the years ended December 31, 2017 and 2016 amounted to $3,711,173 and $16,002, respectively.

The comprehensive loss for the years ended December 31, 2017 and 2016 amounted to $2,529,378 and $16,002, respectively. The Company’s other comprehensive income includes an unrealized fair value gain on available for sale marketable securities amounting to $1,181,675 which were deemed uncollectible, hence written offwas recognized during the year ended December 31, 2015.2017 while revaluing the existing common stock of a reporting entity, held by the Company as at December 31, 2017.

 

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

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

Comprehensive income / (loss): 12/31/2015  12/31/2014 
Gain on foreign currency translation $(1,045) $1,045 
Net income / (loss)  247,434   (2,222,129)
Comprehensive income / (loss) $246,389  $(2,221,084)
  December 31, 2017  December 31, 2016 
Comprehensive income (loss):        
Net loss $(3,711,173) $(16,002)
Unrealized fair value gain on available for sale marketable securities  1,181,675   - 
Gain on foreign currency translation  120   - 
Comprehensive (loss) / income $(2,529,378) $(16,002)

 

At December 31, 20152017 and December 31, 2014,2016, the Company had 776,165,973525,534,409 and 36,271,148374,475,775 common shares issued and outstanding, respectively, therespectively. The weighted average number of common shares outstanding for the years ended December 31, 2017 and 2016 was 373,102,366423,709,805 and 32,487,859732,119,702 common shares, respectively, hence,respectively. Hence, the earnings / (loss)net loss per share at December 31, 20152016 and 20142016 was $0.001$(0.01) and $(0.07)$(0.00), respectively.

D.Financial condition as at December 31, 2017 and 2016:

 

BUSINESS DEVELOPMENTAssets:

 

RESULTS FOR THE YEAR ENDED DECEMBERThe Company reported total assets of $2,080,144 and $3,228,442 as of December 31, 2015

At the beginning2017 and December 31, 2016, respectively. These mainly include our investment in securities of 2015,our clients that we alreadyreceived as part of our consulting fees. We had contracts with 8 companies. During 2015, we gainedinvestments at cost of $136 and $3,085,322 as at December 31, 2017 and December 31, 2016, respectively. There was a significant decline in these investments due to the following eight new clients:

1) Advanced Imaging Projects LLC.

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

We have contracted to provide AIP with the following services:reasons:

 

 Act asThe Company sold 10,700,000 common securities of different companies having a corporate finance advisorbook value of $603,000 pursuant to the stock purchase and introducedebt assumption agreement during the client to capital funding;year ended December 31, 2017.
   
 AdviseOne of the clientCompany’s investments commenced trading on possible corporate restructuring and assist the client in the preparation and authorization of documentation;OTC Markets; hence, we reclassified this investment with an $880,850 cost basis into marketable securities valued at fair market value.
   
 Use reasonable efforts through our marketingDuring the year ended December 31, 2017, the management fully impaired a couple of investments in common and public relations contactspreferred stock amounting to support$1,601,336 due to the fact that the management of both investments was proven non-responsive during the entire third and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; andfourth quarter of 2017.

 

AIP agreedOur fixed assets include office equipment having a net book value of $2,067 and $10,215 as at December 31, 2017 and December 31, 2016, respectively. Furthermore, our current assets at December 31, 2016 totaled $132,905 and at December 31, 2017, these current assets amounted to pay us a 5%$2,077,941 comprised of cash success fee on any capital funding raisedof $5,084, accounts receivable of $30,888, prepaid and a further 8% success equity fee based on AIP’s issuedother current assets of $12,629 and outstanding shares, post capital funding. A possible listing on a recognized stock exchange will be subject to a separate agreement.marketable securities valued at fair value of $2,029,340.

 

2) Energy Equity Resources (Norway) Limited.Liabilities:

 

Energy Equity Resources (Norway) Limited (“EER”)Our current liabilities at December 31, 2016 totaled $1,814,735. At December 31, 2017, the Company reported its current liabilities amounting to $1,370,944, which represents a decrease of 24%. This reduction was mainly due to the sale of one of our subsidiaries pursuant to a stock purchase and debt assumption agreement whereby a non-affiliated third party assumed all liabilities and indebtedness of the subsidiary sold that amounted to $626,052. All of our liabilities reported at December 31, 2017 are current and mainly include third party debt which is an oildue to various lenders, payables to related parties on account of accrued salaries and gas company that is focused on the acquisitionexpenses and development of concessions in proven hydrocarbon provinces in Nigeria.also our, day to day, operational creditors.

 

We have contracted to provide EER withFollowing is the following services:summary of all third party notes, net of debt discount, including the accrued interest as at December 31, 2016:

 

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Date of Note Total Debt  Remarks
October 9, 2013 $411,272  Non-convertible and non-collateralized
October 17, 2013  480,000  Non-convertible and non-collateralized
November 26, 2013  37,971  Non-convertible and non-collateralized
July 1, 2016*  47,353  Fixed price convertible and non-collateralized
August 25, 2016  153,333  Non-convertible and non-collateralized
October 13, 2016  114,583  Non-convertible and non-collateralized
December 6,2016  132,083  Non-convertible and non-collateralized
Balance, December 31, 2016 $1,376,596   

Following is the summary of all third party notes, net of debt discount, including the accrued interest as at December 31, 2017:

 

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

Date of Note Total Debt  Remarks
October 17, 2013  480,000  Non-convertible and non-collateralized
November 26, 2013  37,971  Non-convertible and non-collateralized
June 5, 2017  248,737  Fixed price convertible and non-collateralized
August 9, 2017  73,386  Fixed price convertible and non-collateralized
November 6, 2017  26,344  Non-convertible and non-collateralized
November 15, 2017  79,857  Convertible and non-collateralized
Balance, December 31, 2017 $946,295   

 

3) Hoqool Petroleum.

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

We have contracted to provide HOQ with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

4) INSCX Exchange (Central Clearing) Limited.

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

We have contracted to provide INSCX with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a possible listing of the company´s shares on a recognized stock exchange.

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

5) International FIM SRL.

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

We have contracted to provide FIM with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

6) Primesite Developments Limited.

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

We have contracted to provide PS with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a listing of the company´s shares on the NASDAQ OTCQB.

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

7) Quartal Financial Solutions AG.

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

We have contracted to provide QFS with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Assist with a listing of the company´s shares on the NASDAQ OTCQB.

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

8) TAM Mining Limited.

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

We have contracted to provide TAM with the following services:

Act as a corporate finance advisor and introduce the client to capital funding;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth.

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

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2014Stockholder’s Equity:

 

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

1) ATC Enterprises DMCC

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

We have contracted to provide ATC with the following services:

Act as a corporate finance advisor to ATC;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

2) Authenta Trade Inc.

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

We have contracted to provide Authenta with the following services:

Act as a corporate finance advisor to Authenta;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

3) Duo World Inc.

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

We have contracted to provide DUO with the following services:

Act as a corporate finance advisor to DUO;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the OTCQB.

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

4) Medinas Holdings BV

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

We have contracted to provide Medinas with the following services:

Act as a corporate finance advisor to Medinas;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with having its shares listed on the Dubai NASDAQ.

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

5) Precious Cells International Limited

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

We have contracted to provide Precious with the following services:

Act as a corporate finance advisor to Precious;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

6) Unii Limited

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

We have contracted to provide Unii with the following services:

Act as a corporate finance advisor to Unii;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

7) VT Hydrocarbon Holdings (Pte.) Ltd.

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

We have contracted to provide VTH with the following services:

Act as a corporate finance advisor to VTH;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to potential sources of funding and once funding is sourced, assist with a potential IPO on the Dubai NASDAQ.

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

8) Your MD AS

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

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

Act as a corporate finance advisor to Your MD;
Advise the client on possible corporate restructuring and assist the client in the preparation and authorization of documentation;
Use reasonable efforts through our marketing and public relations contacts to support and market the company, including: (i) where appropriate, arrange meetings and assist in presentations; (ii) assist the client, its management and advisors in negotiating definitive documentation; and (iii) otherwise assist the client with such other actions as may be necessary to accomplish organic and inorganic growth; and
Introduce the client to professional advisors, such as accountants, auditors, lawyers and stock registrars who would assist the client with potential IPO on the Dubai NASDAQ.

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

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

LIQUIDITY AND CAPITAL RESERVES

Our consolidated financial statements contained herein have been prepared assuming thatDecember 31, 2016, the Company will continue as a going concern. Thehad stockholders´ equity of $1,413,707. At December 31, 2017, the Company had a net income from operationsstockholders´ equity of $1,443,142, a total Other Income (Expenses) amounting to $(1,195,708) and net$709,200. We reported accumulated other comprehensive income of $247,434 for the year ended$1,181,795 and $0 as at December 31, 2015.2017 and December 31, 2016, respectively. This represented the unrealized fair value gain on available for sale marketable securities which was recorded while revaluing the existing common stock of a reporting entity held by the Company as at December 31, 2017.

 

The Company had $42,163 in cash; net cash used in operations of $74,150 for the year ended525,534,409 and 374,475,775 common shares issued and outstanding at December 31, 2015;2017 and a working capital deficit of $2,147,109 and stockholders´ equity of $523,443 as of December 31, 2015. Some of these factors raise substantial doubt about the Company’s ability to continue2016, respectively. The Company also had issued and outstanding 45,000,000 Series “B” convertible preferred shares as a going concern.

at December 31, 2017 and December 31, 2016. The ability for the Company to continue its operations is primarily dependent on:further had issued and outstanding 2,400,000 and -0- Series “C” convertible preferred shares as at December 31, 2017 and December 31, 2016, respectively.

 

E.a)Continually engaging with new clients, which over the years have become consistent
b)ConsummatingLiquidity and executing current engagements.Capital reserves:

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

The Company´s deferred revenue, $839,130 at December 31, 2015, is non-refundable hence once certain contractual milestones are achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will become revenue for the Company and therefore no cash outlays are required for these liabilities.

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

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

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

 

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

 

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $3,711,173 and net cash used in operations of $293,519 for the year ended December 31, 2017; and accumulated deficit of $10,914,391 as of December 31, 2017. It is management’s opinion that these factors raise substantial doubt about the Company’s intentionability to seek additional debt financing,continue as a going concern.

The ability of the Company to continue its operations is primarily dependent on:

a)Continually engaging with new clients; and
b)Consummating and executing on current engagements; and
c)Continuing to raise capital funding for acquisition and growth; and
d)Acquiring and managing various financial advisory firms located around the globe.

The Company secured two funding agreements in January of 2018, one with Xantis Private Equity Fund (Luxembourg) for a minimum of 2,000,000 Great Britain Pounds (approximately $2.68 million) and another with William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for up to a further 2,000,000 Great Britain Pounds (approximately $2.68 million). The Company has a right to pay each note, by issuing common shares, 366 days after each tranche of funding is received, at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days.

The Company intends to commence acquiring four licensed financial advisory firms with funds under management during the month of April 2018, two of which we plan to use as additional working capital to implement our marketing program to increase awarenessare based in the United Kingdom and the other two in Malaysia. All four advisory firms currently have an aggregate US$150 million of our business modelfunds under management, non-binding letters of intent have already been agreed and also to expand our operations viasigned, the two year financial statement audits are almost complete and the acquisition documents for all four intended acquisitions are currently being drawn up by legal counsel in the UK and in Malaysia, respectively. Each acquisition will form part of the newly incorporated subsidiary called Argentum 47 Financial Management Limited. These acquisitions will be, in essence, the acquisition of companiesstable and long term recurring and non-recurring revenues.

Once the Company acquires these initial four financial advisory firms, it intends to continue growing in 2018 and 2019 by acquiring more financial advisory firms, three of which have been identified.

The Company intends to assist with listing the shares of its client Blackstone Natural Resources SA, via a reverse merger into an already publicly traded US company, during the coming months.

The Company has gained a significant number of new clients in 2017, most of which are related to our Human Resources division, Kingsman James, in Dubai.

In December 2017, the Company announced that areit had executed a legally binding agreement whereby Mammoth Corporation agreed to suspend further conversion of debt into equity and receive the remaining outstanding debt in six equal and manageable payments commencing January 15, 2018 and ending June 15, 2018. Subject to the agreement, we agreed to allow Mammoth Corporation to execute one final conversion into equity, as it was their contractual right to do so anyway. In order to mitigate this final conversion, both parties agreed that Mammoth Corporation would be limited to a similar spacedribble-out and industry as ours, although we have not identified any companies that we would consider acquiring. However, we do not have any verbal or written agreements with anyoneonly be able to provide us with debt financing. sell at a maximum rate of 15% of the Company´s daily trading volume. This dribble-out selling limitation should inherently allow the Company´s common stock to continue to trade unencumbered.

Any short fall in our projected operating revenues will be covered by:

 

The cash retainer fees and cash success fees that we expect to receive during the next 12 months from the clients we currently have under contract.
Receiving short term loans from one or more of our officersdirectors even though at the present time, we do not have verbal or written commitments from any of our officersdirectors to lend us money.
Continuing to receive capital funding from Xantis Private Equity Fund and William Marshal Plc.
   
Receiving loans from third party lendersLiquidating (selling), when necessary, part or all of our investments and/or investors.Marketable Securities.

 

FUTURE PLANS

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

F.Business Development:

 

To date, we have 158 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange or seeking funding for acquisition and growth:

 

FUTURE PLANS

MILESTONES FOR 2018-2019:

To date, we have 8 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange OTC Markets or seeking funding for acquisition and growth or seeking Human Resources Recruitment services:

Client:No. Sector:CompanySectorLocation
1EmaarConstruction - Dubai Government EntityKingdom of Saudi Arabia
2Graphite Resources (DEP) LtdWaste to EnergyUnited Kingdom
3Blackstone Natural Resources SANatural ResourcesBVI
4Ali Group MENA FZ-LLCHospitalityUnited Arab Emirates
5Fly-A-DealTravelKingdom of Saudi Arabia
6Falcon Eye TechnologyConstruction and System IntegratorsUnited Arab Emirates
7Veolia Middle EastWaste to EnergyOman
8OCS ROHFacilities ManagementThailand

Our specific plan of operations and milestones through March 2019 are as follows:

ACQUIRE CERTAIN FINANCIAL ADVISORY FIRMS WITH MONEY UNDER MANAGEMENT:

Initially, the Company intends to acquire four licensed financial advisory firms with funds under management on or before April 15, 2018, two of which are based in the United Kingdom and the other two in Malaysia. All four currently have an aggregate US$150 million of funds under management. These targeted acquisitions have been identified, non-binding letters of intent have already been agreed and signed and their two-year financial statement audits are almost complete. Each acquisition will form part of the newly incorporated subsidiary called Argentum 47 Financial Management Limited. These acquisitions will be, in essence, the acquisition of stable and long term recurring and non-recurring revenues.

Once the Company acquires these initial four financial advisory firms, during 2018 and 2019, it intends to continue growing by acquisition by way of acquiring more financial advisory firms that already have been identified.

The acquisition of these entities will open up a new controlled network for the services of:

New capital markets clients.
   
1Regis Card Group Limited Prepaid cards and payment services.Distribution of new funds / products.
   
2Arrow Cars International Inc. Long term car rental.Maximizing the current books of business being bought.
   
3Medinas Holdings BV Therapeutical stomach cancer treatment.

Expand both the Malaysian and United Kingdom business via more financial advisors.

   
4Duo World Inc Software development and integration.Expand the Isle of Man advisory firm by making its offering to a wider audience on a global basis.
   
5VT Hydrocarbon Holdings (Pte.)LNG Gas storage.
 
6Authenta TradeBitcoin.
7ATC Enterprises DMCCDiamonds.
8Unii LimitedMobile Applications such as “Fling”.
9Energy Equity Resources (Norway) LimitedNatural resources.
10Scandinavian AgriTex Co. LimitedCotton and clothing industry.
11Tam Mining LimitedNatural resources.
12Primesite Developments LimitedResidential and commercial Development.
13International FIM SRLManufacturingOverlay the Isle of automotive car parts.
14INSCX Exchange LimitedNano-technology exchange.
15Quartal Financial Solutions AGFinancial TechnologyMan products into our own network of acquisitions.

 

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

DEVELOP THE INTRODUCER NETWORK FURTHER IN ORDER TO CONTINUE ATTRACTING NEW INTEREST FOR OUR SERVICES:

 

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

 

 Certain registered investment housesRegistered and fundsRegulated Investment Houses and Funds in London (United Kingdom).
   
 An Austrian management consultancy firm based in Vienna (Austria)Austria.
   
 Various investment banksFinancial Institutions and also Investment Banks based in Dubai (UAE)Dubai.
   
 Certain Private Banks based in Amsterdam, (Holland), Luxembourg (Luxembourg) and Zurich in SwitzerlandZurich.
   
 Various family officesFamily Offices in Dubai (UAE)Dubai.
   
 Various introducers to Capitalcapital based on the East and West coastCoast of the USUS.
   
 Various introducers to Capitalcapital based in South East AsiaSingapore and Hong Kong.
   
 Yemon (Pvt.) Limited – An introducer ofVarious South East Asian financial partners and introducers to new business based in Sri Lanka
MEPEX – A Bahrain Oil and Gas exhibit with over 280 members
Sixfoursixfour Limited and the World Nano Foundationbusiness.

 

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

 

2)NEW BUSINESS

REBRANDING OF OUR ENTIRE CORPORATE STRUCTURE:

During next 12 months, we believe that we have the capacity to sign at least another 12 new clients in various sectors and located around the globe.

3)DUBAI EXPANSION

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

4)SOUTH EAST ASIAN EXPANSION

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

5)OPEN AN OFFICE IN THE US.

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

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

 

We intend to form relationships with mergerrebrand our business and acquisition specialists duringanalyze our entire corporate structure. We will adapt the next 12 months, which will hopefully enable us to:

Find potential merger and acquisition candidates.
Introduce our clients to brokers and investment bankers.
Introduce our clients to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing.

44

7)DEVELOP IN HOUSE IT DEPARTMENT

Commencing initially with one membernew brand towards the Financial Advisory firms that we will start to developacquire and ensure a proprietary program allowing us to easily monitor a client’s development statusuniform image of our corporate structure including new websites and work in progress. Weemail addresses for all companies within our structure. The reporting structures of each subsidiary will also use this toolbe examined for maximum effect. In due course, we will change the name of GEP Equity Holdings Limited and GE Professionals DMCC to manage our pipeline of clientsArgentum 47 Consulting Limited and therefore it will become vital in our cash flow forecasting.Argentum 47 HR DMCC, respectively.

EXPAND OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES:

8)EXPAND OUR HUMAN RESOURCES DEPARTMENT IN DUBAI – KINGSMAN JAMES.

 

The Company created an in-house human resources department called “Kingsman James” (http://kingsmanjames.com/kingsmanjames.com) with a view to be able to provide its existing clients and other new clients with the possibility of restructuring their companiescompanies’ management with seasoned professionals, if required. We intend to continue expanding this human resources department throughout the next 12 months.

 

9)EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY

EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY:

 

During the next 12 months, we intend to substantially expand our Middle Eastern, South East Asian and also our USU.S. networks in order to enable us to make introductions on a more institutional level. At present, we are being received with open arms by all of the financial communities with whom we have contact; hence, we have plans to host various hospitality events for our current clients, our key contacts and upper management of the Company.

 

10)EXPAND OUR RANGE OF BUSINESS AND CONTACTS

FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS:

We intend to take our consultancy service outside of the Middle East and Europe and into Asia and Sri Lanka. We will expand on a “Commission Only” basis for the individuals or companies who take on our service to offer to their clients. Accountants, lawyers and finance professionals are the target market for overlaying our service into their existing client banks in return for a percentage of fees received. We also intend to add at least two new members to our administration team during the next 12 months.

11)ROAD SHOWS

 

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

12)FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS

We intend to cement the relationships created. The target markets for attracting clients are: Thailand, Sri Lanka, China, Hong Kong and Singapore. To service the clients generated from these markets, we will spend time creating a networkexplore alternative methods of service companies who we can utilize to assist us on a local basis. We will explore the possibilities of dual listings forservicing our clients by utilizing contacts already made in SingaporeEurope to allow us to offer a local marketwider service to our current and future clients. We will have a focus on Singapore, United Kingdom and Canada for any Asian clientsthis expansion

NEW OFFICES:

Once we have acquired the initial four Financial Advisory firms in the United Kingdom and Malaysia, we will attract and giving the Company a firm footholdhave four offices in total, one in Dubai, one in the Asian territory.Isle of Man, one in Kuala Lumpur (Malaysia) and the other in the North East of the UK. In due course, during 2018, we will also open a central office in London (UK). In addition, we are exploring the expansion of our Kuala Lumpur operation to open an office in Bangkok, Thailand where we have an opportunity to attract several financial advisors under our licensed Malaysian brand

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

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

 

Not applicable.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

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

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

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

 

Not applicable.

ITEM 9A.CONTROLS AND PROCEDURES.

ITEM 9A.CONTROLS AND PROCEDURES.

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective as of the period covered by this report.

effective.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

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

 

 (1)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
   
 (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
   
 (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

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

 

Management under the supervision and with the participation of our principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2015.2017. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management’s report in this Annual Report. Based on

IDENTIFIED MATERIAL WEAKNESSES AND SIGNIFICANT DEFICIENCIES

A material weakness is a control deficiency, or combination of control deficiencies, that evaluation,results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. During our assessment of our internal control over financial reporting as of December 31, 2017, no material weaknesses were found.

CONCLUSION

Our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this report based on that criteria.effective.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

 

There were no changes inWe did not change our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.OTHER INFORMATION.

ITEM 9B.OTHER INFORMATION.

 

Not applicable.

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

 

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

 

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

 

    First Year  
Name Age as Director Position
       
Charles Taylor  77 2015 Director and Chairman of the Board
       
Peter James Smith 47 2010 President, Chief Executive Officer and Director
       
Enzo Taddei 43 2011 Chief Financial Officer, Secretary and Director
       
Patrick V. Dolan 57 2015 New Business Development Managing Director and Director

    First Year  
Name Age as Director Position
       
Peter James Smith 49 2010 President, Chief Executive Officer and Director
       
Enzo Taddei 45 2011 Chief Financial Officer, Secretary and Director

 

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

CHARLES TAYLOR – CHAIRMAN OF THE BOARD OF DIRECTORS

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

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

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

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

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

47

 

PETER JAMES SMITH - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

 

Mr. Smith has served as the President, Chief Executive Officer and Director of Global Equity Partners, PLC, our now wholly-owned subsidiary, since its formation on September 2, 2009. Mr. Smith has also served as the President, Chief Executive Officer and Director of the Company since December 31, 2010. Between June 1, 2006, and September 2, 2009, when he formed Global Equity Partners Plc., Mr. Smith was not employed and spent his time researching the market for the consulting business in which Global Equity Partners, PLC would be engaged. In 1993, he created an international financial services company in the Middle East and Asia, named Belgravia Financial Management, and served as the Chief Executive Officer of that firm until he resigned in May 2006. Between 1993 and May 2005, he built Belgravia Financial Management to 23 global offices, 5 country licenses, a Company with $2.2 billion under financial management. Belgravia Financial Management mergedMr. Smith has extensive experience with Intervest SLover 13 years dealing with financial advisory and became Belgravia Intervest Group Limited. Belgravia Intervest Group Limited subsequently merged withfinancial management entities and has previously performed 11 acquisitions in this space and successfully amalgamated these acquisitions into one highly profitable company, ultimately vending into an OTCBB company called Tally Ho Ventures, Inc. (TLYH.OB) on May 12, 2005.Ventures. In 2006, Mr. Smith resigned from his position as Chief Executive Officer of Tally Ho Ventures, Inc. Tally Ho Ventures, Inc. subsequently changed its name to Premier Wealth Management, Inc. on September 26, 2007. Mr. Smith first qualified as a stockbroker in London in 1986 with Rensburg and Co. where he became both a registered equity trader and registered representative of the firm that is a UK registered, full service stockbroker trading equities, options, warrants, gilts and bonds. He also spent 12 months within that firm covering the back office facilities of a brokerage house including sales, purchase, rights, dividends and new issues. He then moved on to the London Traded Options Market where he passed his LTOM open outcry examinations to become an options trader for a subsidiary of ABN Amro bank called International Clearing Services (ICS). As an Options trader, his job was to trade options on behalf of all the firm’s clients and to hedge the positions of the market makers the firm cleared for in the equity market. As the sole dual qualified broker for ICS, he was constantly trading in either equities or options, either by open outcry or screen dealing on the London Stock Exchange Floor on Threadneedle Street.

 

ENZO TADDEI - CHIEF FINANCIAL OFFICER, SECRETARY AND DIRECTOR

 

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

 

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

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

4831
 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

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

 

 (1)had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
   
 (2)was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
   
 (3)was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

 

 (i)acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
   
 (ii)engaging in any type of business practice; or
   
 (iii)engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

 

 (4)was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity;
   
 (5)was found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission to have violated a federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated;
   
 (6)was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 (7)was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to any alleged violation of:

 

 i.Any Federal or State securities or commodities law or regulation; or
   
 ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
   
 iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 (8)was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), and registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

32

ABSENCE OF INDEPENDENT DIRECTORS

 

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

 

DIRECTOR QUALIFICATIONS

 

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

 

DIRECTORSHIPS

 

None.Not applicable.

 

AUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT

 

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

 

FAMILY RELATIONSHIPS

 

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

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

On September 2, 2011, we adopted a Code of Business Conduct and Ethics applicable to our officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and any other persons performing similar functions. Our Code of Business Conduct and Ethics was designed to deter wrongdoing and promote honest and ethical conduct, full, fair and accurate disclosure, compliance with laws, prompt internal reporting and accountability to adherence to our Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics is posted on our website at http://www.globalequityincusa.com/www.arg47.com in the “Governance” section. We also intend to disclose any future amendments to, and any waivers from (though none are anticipated), the Code of Business Conduct and Ethics in the “Governance” section of our website.

 

50

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 11.EXECUTIVE COMPENSATION.

 

The following table sets forth the aggregate compensation paid by the Company and/or its subsidiary, Global Equity Partners Plc.,subsidiaries to our executive officers and directors of the Company for services rendered during the periods indicated.indicated below. We have included Patrick Dolan’s compensation numbers for prior years; however, he resigned from his Directorship effective March 29, 2018.

33

 

SUMMARY COMPENSATION TABLE

 

Name and
Principal Position
 Year  Salary ($)   Note  Bonus / Other compensation ($)  Note  Stock Awards ($)  Note  All other stock compensation (s)  Note  Total ($) 
                               
Peter J. Smith  2015  $198,450   (1) $133,178   (2) $-      $-      331,628 
President, Chief  2014  $184,500      $120,000      $-      $-      $304,500 
Executive Officer & Director  2013  $180,000      $60,000      $240,000      $-      $480,000 
                                         
Enzo Taddei  2015  $198,450   (3) $45,000   (4) $-      $-      $243,450 
Chief Financial  2014  $184,500      $45,000      $-      $-      $229,500 
Officer, Secretary & Director  2013  $180,000      $-      $240,000      $-      $420,000 
                                         
Patrick V. Dolan  2015  $132,300   (5) $-      $-      $-      $132,300 
Director  2014  $120,000      $-      $80,000      $-      $200,000 
   2013  $120,000      $5,000      $-      $-      $125,000 
                                         
Charles Taylor  2015  $-      $-      $40,000   (6) $-      $40,000 
Chairman of the  2014  $-      $-      $-      $-      $- 
Board of Directors  2013  $-      $-      $-      $-      $- 

Name and Principal Position Year  Salary ($)  Note  Bonus / Other compensation ($)  Note  Stock Awards ($)  Note  All other  stock  compensation (s)  Note  Total ($) 
   2017  $210,000   (1) $-      $-      $180,000     $390,000 
Peter J. Smith  2016  $210,000   (2) $26,233   (3) $-      $-     $236,233 
President, Chief  2015  $198,450   (4) $131,178   (5) $-      $-     $331,628 
Executive Officer & Director                              
   2017  $210,000   (6) $-      $-      $180,000     $390,000 
Enzo Taddei  2016  $210,000   (7) $25,200   (8) $-      $-     $235,200 
Chief Financial  2015  $198,450   (9) $45,000   (10) $-      $-     $243,450 
Officer, Secretary & Director                                        
Patrick V. Dolan  2017  $48,000   (11) $10,000   (12) $-      $72,000      $130,000 
Director  2016  $111,050   (13) $-      $-      $-      $111,050 
   2015  $132,300   (14) $-      $-      $-      $132,300 

 

 

 (1)$151,374

Represents $32,054 paid in cash, $51,044$96,497 was accrued, but unpaid, at December 31, 2017, and $106,056$81,449 of the 20152017 salary and $18,551 of the 2016 accrued 2014 salary was converted into common restricted shares.1,000,000 shares of the Company’s series “C” preferred stock. 

   
 (2)$133,178 equated to Mr. Smith´sRepresents $77,841 paid in cash, $18,551 was accrued, but unpaid, at December 31, 2016, and $113,608 of the 2016 salary and $58,294 of the 2015 accrued salary was converted into 8,220,120 shares of the Company’s common stock (restricted).
(3)This $26,333 represents personal rent inon Mr. Smith’s Dubai apartment, which was paid in cash by the companyCompany. This obligation ended on September 30, 2016.
(4)Represents $151,374 paid in cash, $51,044 was accrued, but unpaid at December 31, 2015, and $86,311 of the 2015 salary and $19,745 of the accrued 2014 salary was converted into 42,127,492 shares of the Company’s common stock (restricted).
(5)This $133,718 represents personal rent on Mr. Smith’s Dubai apartment, which was paid in cash by the Company.
 (6) Represents $29,197 paid in cash, $98,303 was accrued, but unpaid, at December 31, 2017, and $82,500 of the 2017 salary and $17,500 of the 2016 accrued salary was converted into 1,000,000 shares of the Company’s series C preferred stock.
(7)Represents $86,272 paid in cash and $17,500 was accrued, but unpaid, at December 31, 2016. $106,228 of the 2016 salary and $59,206 of the accrued 2015 salary was converted into 7,896,697 shares of the Company’s common stock (restricted).
(8)Represents $25,200 that was converted into 1,260,000 shares of the company’s common stock (restricted).
(9)Represents $112,714 paid in cash and $59,206 was accrued, but unpaid, at December 31, 2015.
(10)Paid in cash.
   
 (3)(11)$112,714

Represents $2,000 paid in cash $59,206and $16,000 was accrued, and $173,901but unpaid, at December 31, 2017, $3,999 of the 20152016 accrued salary was paid in cash, and $30,000 of the accrued 20142017 salary was converted into common restricted shares.300,000 shares of the Company’s series “C” preferred stock. 

   
 (4)(12)$45,000 paid in cash. Represents $10,000 that was converted into 100,000 shares of the company’s series “C” preferred stock.
   
 (5)(13)$66,391Represents $53,199 paid in cash $42,625and $3,999 was accrued, but unpaid, at December 31, 2016, and $118,199$53,852 of the 2016 salary and $42,625 of the 2015 salary and the accrued 2014 salary was converted into 4,823,863 shares of the Company’s common restricted shares.stock (restricted). Effective October 1, 2016, the Company modified the employment contract with Mr. Dolan whereby his annual salary was reduced from $132,000 to $48,000.
   
 (6)(14)100%Represents $66,391 paid in cash and $42,625 was accrued, but unpaid, at December 31, 2015. $76,984 of the agreed2015 accrued salaries and $41,215 of the 2014 accrued salary was paid in common restrictedconverted into 46,951,070 shares of the company.Company’s common stock (restricted).

 

5134
 

 

EMPLOYMENT AGREEMENTS SUMMARY

 

PETER JAMES SMITH:

 

Mr. Smith’s employment agreement with the CompanyCompany’s wholly-owned subsidiary, GEP Equity Holdings Limited, was renewed on JanuarySeptember 1, 2016, and the basic terms were as follows:

 

 1.

DUTIES - ASSIGNMENT: Chief Executive Officer (CEO) and Director on Board of Directors.

   
 2.

COMPENSATION:

$210,000 per annum, subject to annual review and adjustment of no less than a 5% percentage increase. The salary will be paid on a monthly basis.

It was also agreed that the company would pay a bonus of up to 12% of the annual salary in June of each year.
   
  3.EMPLOYMENT:

 

 (a)Employment will continue for 36 months.

 

 4.SEVERANCE PAYMENTS

 

 (a)If Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and Employer shall make, the following severance payments:

 

 (i)continue to pay a sum equivalent to twelve months salary.

 

 (b)

If Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall make, the following severance payments:

 

(i)

continue to pay a sum equivalent to five yearsyears’ annual salary via the life assurance scheme.scheme to be put in within the year 2018. 

 

 5.RENTAL ALLOWANCE:COMISSION INCENTIVES

The company will pay the CEO´s rent in Dubai up to a maximum of $30,000 per quarter.

 6.COMISSION INCENTIVES
The Company agreed to pay a cash bonus equivalent to 6% of all of the gross cash success fees that the Company receives during the term of the employment agreement.

The Company agreed to pay a cash bonus equivalent to 6% of all of the gross cash success fees that the Company receives during the term of the employment agreement.

 

ENZO TADDEI:

 

Mr. Taddei’s employment agreement with the CompanyCompany’s wholly-owned subsidiary, GEP Equity Holdings Limited, was renewed on JanuarySeptember 1, 2016 and the basic terms were as follows:

 

 1.DUTIES - ASSIGNMENT: Chief Financial Officer (CFO) and Director on Board of Directors
   
 2.

COMPENSATION:

$210,000 per annum, subject to annual review and adjustment of no less than a 5% percentage increase. The salary will be paid on a monthly basis. It was also agreed that the company would pay a bonus of up to 12% of the annual salary in June of each year.

 3.EMPLOYMENT:

 

 (a)Employment will continue for 36 months.

 

 4.SEVERANCE PAYMENTS

 

 (a)If Employer terminates this Agreement for any reason other than Disability, Death, Employee shall be entitled to receive, and Employer shall make, the following severance payments:

 

 (i)continue to pay a sum equivalent to twelve months.

 

 (b)

If Employer terminates this Agreement by reason of the Disability of Employee or if this Agreement is automatically terminated upon the Death of Employee pursuant to Section 3(b), Employee or his estate shall be entitled to receive, and Employer shall make, the following severance payments:

 

(i)

continue to pay a sum equivalent to five yearsyears’ annual salary via the life assurance scheme.scheme to be put in within the year 2018.

 

 5.COMISSIONCOMMISSION INCENTIVES

 

The company agreed to pay a cash bonus equivalent to 6% of the gross cash success fees that the Company receives during the term of the employment agreement.

PATRICK V. DOLAN:

Mr. Dolan’s employment agreement with the Company’s subsidiary, Global Equity Partners Plc, was executed effective March 1, 2016 and the basic terms were as follows:

1.DUTIES - ASSIGNMENT: Managing Director of Global Equity Partners Plc.
2.

COMPENSATION:

$132,000 per annum. The salary will be paid on a monthly basis.

3.EMPLOYMENT:

(a)Employment will continue for 24 months.

4.COMISSION INCENTIVES

The company agreed to pay a cash bonus equivalent to 3% of the gross cash success fees that the Company receives during the term of the employment agreement.

CHARLES TAYLOR:

Mr. Taylor’s employment agreement with the Company was executed effective October 7, 2015 and the basic terms were as follows:

1.DUTIES - ASSIGNMENT: Chairman of the Board of Directors.  
2.COMPENSATION:
1,000,000 common restricted shares of Global Equity International Inc. equivalent to $40,000.
3.EMPLOYMENT:

(a)Employment will continue for 6 months with an option to renew the agreement for a further 6 months where there would be a monthly cash salary contemplated.

 

STOCK OPTION AND OTHER COMPENSATION PLANS.

 

Aside from the employment agreements with Messrs. Dolan,, Smith and Taddei, the Company currently does not have a stock option or any other compensation plan and we do not have any plans to adopt one in the near future.

 

COMPENSATION OF DIRECTORS

 

Our directors do not receive any compensation for serving as a member of our board of directors, as they are compensated pursuant to their employment agreements as officers of the Company.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

 

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

 

INDEMNIFICATION.

 

Article VII, Section 7 of the Company’s Bylaws provide that the Company shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the laws of Nevada.

 

The Nevada Revised Statutes allow us to indemnify our officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances. Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person believed to be in the best interests of the corporation. A determination may be made by the shareholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not exist.

The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by us as they are incurred and in advance of the final disposition of the action, suit or proceeding, if and only if the officer or director undertakes to repay said expenses to us if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us.

 

The indemnification and advancement of expenses may not be made to or on behalf of any officer or director if a final adjudication establishes that the officer’s or director’s acts or omission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

 

The Nevada Revised Statutes allow a company to indemnify our officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances. Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person believed to be in the best interests of the corporation. A determination may be made by the stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not exist.

 

54

SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the company, we have been advised by our special securities counsel that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following tables set forth, as of the date of this Annual Report, the ownership of our common stock and preferred stock by (a) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock and preferred stock; and (b) by all of named officers and our directors and by all of our named executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares and are beneficial owners of the shares indicated in the tables, except as otherwise noted by footnote.

 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the U.S. Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

(a) Security ownership of certain beneficial owners:

 

Title of Class Name and Address of
Beneficial Owner
 Amount and Nature of
Beneficial Ownership
  Notes Percent of Class  Name and Address of
Beneficial Owner
 

Amount and

Nature of

Beneficial Ownership

  Notes  Percent of Class 
               
Common Stock Peter J. Smith,  271,160,920   1   34.96% Peter J. Smith,  379,122,645   1,2   47.99%
 38 Frond “F” Palm Jumeirah,            London, United Kingdom.            
 Dubai, UAE.                       
           
Common Stock Enzo Taddei,  226,167,448   2   29.14% Enzo Taddei,  335,325,000   1,3   38.95%
 Apt. 6701, Golden Mile,           
 Building 6, Palm Jumeirah,           
 Dubai, UAE.            Dubai, UAE.            
                       
Common Stock Patrick V. Dolan  47,784,404   3   6.16% Patrick V. Dolan  92,608,267   1,4   15.05%
 24 Harthill Road            Liverpool, United Kingdom.            
 Liverpool L18 6LY                         
Common Stock Mammoth Corporation  33,454,300   5   6.37%
 United Kingdom            Chicago, USA            

 

 (1)The numbers and percentages set forth in these columns are based on 525,534,409 shares of Common Stock outstanding on March 30, 2018, and the shareholder’s respective beneficial ownership of 45,000,000 shares of Series “B” Preferred Stock and 2,400,000 shares of Series “C” Preferred Stock outstanding. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the security holder has sole or shared voting power or investment power and also any shares, which the security holder has the right to acquire within 60 days. On the date of this Annual Report, each share of Series B Preferred Stock has 10 votes on all matters brought before meetings of shareholders and each share of Series C Preferred Stock has 100 votes on all matters brought before meetings of shareholders.
(2)Mr. Smith is the direct beneficial owner of, and has sole dispositive or voting power over, these shares. Mr. Smith is the direct beneficial owner of 114,705,145 shares of Common Stock. Mr. Smith owns 16,467,500 shares of Series “B” Preferred Stock, each share of which has 10 votes on all matters brought before meetings of shareholders. In addition, Mr. Smith owns 1,000,000 shares of Series “C” Preferred Stock, each share of which has 100 votes on all matters brought before meetings of shareholders.
(3)Mr. Taddei is the direct beneficial owner of, and has sole dispositive or voting power over, these shares. Mr. Taddei owns 23,532,500 shares of Series “B” Preferred Stock, each share of which has 10 votes on all matters brought before meetings of shareholders. In addition, Mr. Taddei owns 1,000,000 shares of Series “C” Preferred Stock, each share of which has 100 votes on all matters brought before meetings of shareholders. Mr. Taddei does not own any shares of Common Stock.
(4)Mr. Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. Mr. Dolan is the direct beneficial owner of 2,608,267 shares of Common Stock. Mr. Dolan owns 5,000,000 shares of Series “B” Preferred Stock, each share of which has 10 votes on all matters brought before meetings of shareholders. In addition, Mr. Dolan owns 400,000 shares of Series “C” Preferred Stock, each share of which has 100 votes on all matters brought before meetings of shareholders.
(5)Mammoth Corporation is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.

(b) Security ownership of management:

Title of Class 

Name of

Beneficial Owner

 Amount and Nature of Beneficial Ownership  Percent of Class 
         
Common Stock Peter J. Smith  379,122,645(1)  47.99%
           
Common Stock Enzo Taddei  335,325,000(2)  38.95%

(1)See footnote 2 under table in (a), above.
(2)See footnote 3 under table in (a), above.

Security ownership of certain beneficial owners of our Series “B” Preferred Stock by our named executive officers and all other persons who own our Series “B” Preferred Stock:

Name of Beneficial Owner Number of
Shares(1)
  Percentage of Ownership(1) 
       
Peter J. Smith        
(President, Director and 5% or more beneficial owner)  16,467,500(2)  36.59%
         
Enzo Taddei  23,532,500(3)  52.29%
(Chief Financial Officer, Director and 5% or more beneficial owner)        
         
Patrick V. Dolan  5,000,000(4)  11.12%
         
All officers and directors as a group (two persons)  45,000,000   100.00%

(1)The numbers and percentages set forth in these columns are based on 45,000,000 shares of Series “B” Preferred Stock outstanding and the shareholder’s respective beneficial ownership of shares of Series “B” Preferred Stock outstanding.
(2)Mr. Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
   
 (2)(3)Mr. Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
   
 (3)(4)Mr. Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. Mr. Dolan resigned his Directorship effective March 29, 2018.

Security ownership of certain beneficial owners of our Series “C” Preferred Stock by our named executive officers and all other persons who own our Series “C” Preferred Stock:

Name of Beneficial Owner Number of
Shares(1)
 Percentage of Ownership(1)
     
Peter J. Smith        
(President, Director and 5% or more beneficial owner)  1,000,000(2)  41.66%
         
Enzo Taddei  1,000,000(3)  41.66%
(Chief Financial Officer, Director and 5% or more beneficial owner)        
         
Patrick V. Dolan  400,000(4)  16.66%
         
All officers and directors as a group (two persons)  2,400,000   100.00%

 55(1)The numbers and percentages set forth in these columns are based on 2,400,000 shares of Series “C” Preferred Stock outstanding and the shareholder’s respective beneficial ownership of shares of Series “C” Preferred Stock outstanding.
   

(b) Security ownership of management:

Title of Class Name of Beneficial Owner  Amount and Nature of Beneficial Ownership  Percent of Class 
           
Common Stock Peter J. Smith  271,160,920(1)  34.96%
           
Common Stock Enzo Taddei  226,167,448(2)  29.14%
           
Common Stock Patrick V. Dolan  47,784,404(3)  6.16%
           
Common Stock Charles Taylor  1,000,000(4)  0.13%
           
Common Stock All officers and directors as a group (4 persons)  546,112,772   70.39%

 (1)(2)Mr. Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
   
 (2)(3)Mr. Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
   
 (3)(4)Mr. Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
(4)Mr. Taylor is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.Dolan formally resigned his Directorship effective March 29, 2018.

 

(c) Changes in control:

 

We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 

Although we have not adopted formal procedures for the review, approval or ratification of transactions with related persons, we adhere to a general policy that such transactions should only be entered into if they are on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties and their approval is in accordance with applicable law. Such transactions require the approval of our board of directors.

56

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

INDEPENDENT PUBLIC ACCOUNTANTS

 

 1)Audit Fees.Fees: We incurredpaid our auditors, Salberg & Company PA, an aggregate fee of $24,500$29,000 for the audit of our annual financial statements for the year ended December 31, 20152017 and quarterly reviews for two quarters (June 30, 2015 and September 30, 2015), to bethree quarters.
We paid to our auditors, Salberg & Company PA. We also incurredPA a fee of $10,000$29,000 for the re-auditaudit of our annual financial statements for the year ended December 31, 2014 due to the fact that our predecessor auditors, De Joya Griffith, de-registered from the PCAOB.
We also incurred in a fee of $3,5002016 and quarterly reviews for our March 31, 2015 quarterly review carried out by our prior auditors, De Joya Griffith.
During the fiscal year ended December 31, 2014, we incurred $26,055 aggregate fees billed by the Company’s predecessor auditors, De Joya Griffith, for services rendered for the review of the financial statements included in our quarterly reports on Form 10-Q and the annual audit for the year ended December 31, 2014.three quarters.
   
 2)Audit-Related Fees.Fees: During fiscal years ended December 31, 20152017 and 2014,2016, our current and prior auditors did not receive any fees for any audit-related services.
   
 3)Tax Fees: During the fiscal years ended December 31, 2017 and 2016, our auditors did not receive any fees for tax related services.
4)All Other Fees. None.
   
 4)5)Audit Committee’s Pre-Approval Policies and Procedures.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Principal Accountants are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

 approved by our audit committee (which consists of our entire board of directors); or
   
 entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.

 

Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our Board of Directors either before or after the respective services were rendered.

 

Our Board of Directors has considered the nature and amount of fees billed by our principal accountants and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our principal accountants’ independence.

 

During the 20152017 and 20142016 fiscal years, the Company used the following pre-approval procedures related to the selection of our independent auditors and the services they provide: unanimous consent of all directors via a board resolution.

 

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements

(a) (1) Financial Statements
Financial statements for Argentum 47, Inc. listed in the Index to Financial Statements on page F-1 are filed as part of this Annual Report.
(a) (2) Financial Statement Schedule
Financial Statement Schedule for Argentum 47, Inc. listed in the Index to Financial Statements on page F-1 are filed as part of this Annual Report.
(a) (3) See the “Index to Exhibits” set forth below.
(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. listed in the Index to)

Consolidated Financial Statements on page F-1 are filed as part of this Annual Report.

(a) (2) Financial Statement Schedule

Financial Statement Schedule for Global Equity International, Inc. listed in the Index to Financial Statements on page F-1 are filed as part of this Annual Report.

(a) (3) See the “Index to Exhibits” set forth below.

(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K.December 31, 2017 and 2016

 

57 
 

 

CONTENTS

 

 Page(s)
  
Report of Independent Registered Public Accounting FirmF-3
  
Consolidated Balance Sheets – December 31, 20152017 and 20142016F-4
  
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 20152017 and 20142016F-5
  
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) Forfor the Years Ended December 31, 20152017 and 20142016F-6
  
Consolidated Statements of Cash Flows for the Years Ended December 31, 20152017 and 20142016F-7
  
Notes to Consolidated Financial StatementsF-8

F-2

 

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors and Stockholders of:

Argentum 47, Inc. (Formerly known as Global Equity International, Inc.)

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Argentum 47, Inc. (formerly known as Global Equity International, Inc.). and Subsidiaries (the “Company”) as of December 31, 20152017 and 2014 and2016, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2015. 2017 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has a net loss and cash used in operations of $3,711,173 and $293,519, respectively in 2017 and has an accumulated deficit of $10,914,391, at December 31, 2017. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan in regards to these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Anmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit includesof internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Global Equity International, Inc. and Subsidiaries as of December 31, 2015 and 2014 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had a net income and net cash used in operations of $247,434 and $74,150, respectively for the year ended December 31, 2015. The Company has a working capital deficit and stockholders’ equity of $2,147,109, and $523,443, respectively, at December 31, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

 

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2015.

Boca Raton, Florida

March 18, 2016April 6, 2018

2295 NW Corporate Blvd., Suite 240 Boca Raton, FL 33431-732833431

Phone: (561) 995-8270 Toll Free: (866) CPA-8500 Fax: (561) 995-1920

www.salbergco.com info@salbergco.com

Member National Association of Certified Valuation Analysts Registered with the PCAOB

Member CPAConnectCPAConnect with Affiliated Offices WorldwideMember AICPA Center for Public Company Audit QualityFirms

F-3
 

 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiaries)

Consolidated Balance Sheets

 

 December 31, 2015 December 31, 2014  December 31, 2017  December 31, 2016 
Assets                
                
Current Assets                
Cash $42,163  $19,026 
Cash & cash equivalents $5,084  $66,523 
Accounts receivable  -   2,520   30,888   21,800 
Marketable securities at fair value  2,029,340   - 
Prepaids  86,398   6,248   5,256   35,788 
Other current assets  7,982   9,481   7,373   8,794 
Loans receivable  -   10,825 
Total current assets  136,543   48,100   2,077,941   132,905 
                
Investments, cost  2,650,471   3,000 
Investments at cost  136   3,085,322 
                
Fixed assets, net  20,081   30,224   2,067   10,215 
                
Total assets $2,807,095  $81,324  $2,080,144  $3,228,442 
                
Liabilities, Redeemable Preferred Stock and Stockholders’ Equity / (Deficit)        
Liabilities and Stockholders’ Equity        
                
Current Liabilities                
Accounts payable and accrued liabilities $372,993  $114,191  $177,802  $172,538 
Accrued contingencies and penalties  5,000   196,509 
Accounts payable and accrued liabilities - related parties  203,609   360,984   238,965   53,748 
Income tax payable  2,832   - 
Deferred revenue  839,130   462,015   -   200,000 
Loans payable - related parties  -   58,595 
Accrued interest  304,569   657,918   204,461   304,569 
Loans payable - net of unamortized issue costs and discount of $11,667 and $0, respectively  563,351   440,018 
Convertible notes payable - net of unamortized discount of $0 and $87,064, respectively  -   79,936 
Embedded conversion option derivative liabilities  -   301,937 
Notes payable - net of discount of $0 and $70,000, respectively  340,673   840,018 
Fixed price convertible notes payable - net of discount of $5,389 and $2,647, respectively  401,211   47,353 
Total current liabilities  2,283,652   2,475,594   1,370,944   1,814,735 
                
Long term liabilities        
Convertible loan payable - related party - net of unamortized discount of $0 and $268,189, respectively  -   33,800 
Embedded conversion option derivative liabilities - related party notes  -   393,510 
Total liabilities $2,283,652  $2,902,904  $1,370,944  $1,814,735 
        
Redeemable Series A, Convertible Preferred Stock: 5,000,000 shares authorized; 0 and 1,983,332 issued and outstanding, respectively.  -   1,020,000 
                
Commitments and contingencies (Note 12)                
                
Stockholders’ Equity / (Deficit)        
Stockholders’ Equity        
                
Common stock: 1,000,000,000 shares authorized; $0.001 par value 776,165,973 and 36,271,148 shares issued and outstanding, respectively. $776,166  $36,271 
Preferred stock, 50,000,000 shares authorized, $.001 par value
Preferred stock series “B” convertible, 45,000,000 designated, 45,000,000 and 45,000,000 shares issued and outstanding, respectively.
 $45,000  $45,000 
Preferred stock series “C” convertible, 5,000,000 designated, 2,400,000 and 0 shares issued and outstanding, respectively.  2,400   - 
Common stock: 950,000,000 shares authorized; $0.001 par value: 525,534,409 and 374,475,775 shares issued and outstanding, respectively.  525,534   374,476 
Additional paid in capital  6,934,493   3,472,904   9,868,862   8,197,449 
Stock payable  -   82,850 
Accumulated deficit  (7,187,216)  (7,434,650)  (10,914,391)  (7,203,218)
Accumulated other comprehensive income  -   1,045   1,181,795   - 
Total stockholders’ equity / (deficit)  523,443   (3,841,580)
Total stockholders’ equity  709,200   1,413,707 
                
Total liabilities, redeemable preferred stock & stockholders’ equity / (deficit) $2,807,095  $81,324 
Total liabilities and stockholders’ equity $2,080,144  $3,228,442 
        

 

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

F-4

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiaries)

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

  For the years ended, 
  December 31, 2015  December 31, 2014 
       
Revenue - Clients $3,165,356  $515,000 
Revenue - Related party clients  148,000   - 
Total revenue  3,313,356   515,000 
         
General and administrative expenses  454,859   314,095 
Salaries  1,071,999   816,323 
Professional services  332,105   254,953 
Depreciation  11,251   4,372 
Impairment of investment  -   2,000 
Total operating expenses  1,870,214   1,391,743 
         
Net income / (loss) from operations $1,443,142  $(876,743)
         
Other income (expense):        
Interest expense  (337,106)  (608,973)
Finance Charges  (124,175)  - 
Amortization of debt discount  (355,253)  (299,535)
Loss on derivative liabilities  (407,482)  (227,495)
Loss on conversion of notes and other liabilities  (733,922)  (369,949)
Gain on settlement of debt  660,578   138,834 
Gain on extinguishment of other liabilities  116,921   22,486 
Bad debt expense  (13,345)  - 
Exchange rate loss  (1,924)  (754)
Total other income (expense) $(1,195,708) $(1,345,386)
         
Net income (loss) $247,434  $(2,222,129)
         
Weighted average number of common shares outstanding - basic & dilutive  373,102,366   32,487,859 
         
Net income (loss) per common share - basic & dilutive $0.001  $(0.07)
         
Comprehensive income (Loss):        
(Loss) / gain on foreign currency translation  (1,045)  1,045 
Net income (loss)  247,434   (2,222,129)
Comprehensive income (Loss) $246,389  $(2,221,084)
  For the years ended, 
  December 31, 2017  December 31, 2016 
       
Revenue $224,526  $1,511,178 
         
General and administrative expenses  165,624   183,835 
Compensation  1,125,582   825,923 
Professional services  120,729   301,520 
Depreciation  9,349   11,478 
Bad debt expense  30,000   - 
Total operating expenses  1,451,284   1,322,756 
         
(Loss) / income from operations $(1,226,758) $188,422 
         
Other income (expenses):        
Interest expense $(39,952) $- 
Amortization of debt discount  (125,512)  (119,964)
Loss on conversion of accrued salaries and accounts payables into common stock, net  -   (1,097)
Gain on transfer of preferred stock  -   1,454 
Gain on sale of subsidiary  23,052   - 
Gain on sale of marketable securities  18,851   - 
Impairment loss on investments at cost  (1,601,336)  - 
Loss on conversion of notes into common stock  (642,542)  - 
Loss on extinguishment of debt and other liabilities  (113,148)  (83,353)
Exchange rate loss  (996)  (1,464)
Total other expenses  (2,481,583)  (204,424)
         
Loss before income tax $(3,708,341) $(16,002)
         
Income tax expense  2,832   - 
         
Net loss $(3,711,173) $(16,002)
         
Net loss per common share - basic and diluted $(0.01) $(0.00)
         
Weighted average number of common shares outstanding - basic and diluted  423,709,805   732,119,702 
         
Comprehensive income (loss):        
Net loss $(3,711,173) $(16,002)
Unrealized fair value gain on available for sale marketable securities  1,181,675   - 
Gain on foreign currency translation  120   - 
Comprehensive loss $(2,529,378) $(16,002)

 

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

F-5

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)

For the years ended December 31, 20152017 and 20142016

 

    Additional      Accumulated Other  Total Stockholders’ 
  Common Stock  Paid-in  Stock  Accumulated  Comprehensive  Equity / 
  Shares  Amount  Capital  Payable  Deficit  Income / (Loss)  (Deficit) 
                      
Balance - December 31, 2013  31,044,202  $31,045  $2,657,659  $82,850  $(5,212,521) $-  $(2,440,967)
                             
Common stock issued in settlement of debt and accrued interest  3,908,446   3,908   613,621   -   -   -   617,529 
                             
Common stock issued for services  818,500   818   105,457   -   -   -   106,275 
                             
Common stock issued in lieu of salary bonus ($0.16 per share)  500,000   500   79,500   -   -   -   80,000 
                             
Debt discount on note converted  -   -   16,667   -   -   -   16,667 
                             
Net loss  -   -   -   -   (2,222,129)  -   (2,222,129)
                             
Other comprehensive income  -   -   -   -   -   1,045   1,045 
                             
Balance - December 31, 2014  36,271,148  $36,271  $3,472,904  $82,850  $(7,434,650) $1,045  $(3,841,580)
                             
Common stock issued in settlement of debt and accrued interest  557,956,997   557,957   1,222,927   -   -   -   1,780,884 
                             
Common stock issued in settlement of accrued salary and commission  175,297,274   175,297   1,071,210   -   -   -   1,246,507 
                             
Common stock issued for services provided  6,640,554   6,641   147,452   -   -   -   154,093 
                             
Cancellation of preferred stock  -   -   1,020,000   -   -   -   1,020,000 
                             
Stock payable written back  -   -   -   (82,850)  -   -   (82,850)
                             
Net income  -   -   -   -   247,434   -   247,434 
                             
Other comprehensive loss  -   -   -   -   -   (1,045)  (1,045)
                             
Balance - December 31, 2015  776,165,973  $776,166  $6,934,492  $-   (7,187,216) $-  $523,443 
                         Accumulated   
  Series “B” Preferred Stock  Series “C” Preferred Stock  Common Stock  Additional Paid-in  Accumulated  Other
Comprehensive
  Total
Stockholders’
 
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Income /(Loss)  Equity 
                               
Balance - December 31, 2015  -  $-   -  $-   776,165,973  $776,166  $6,934,493  $(7,187,216) $-  $523,443 
                                         
Common stock issued for accrued salaries and accounts payable  -   -   -   -   25,833,255   25,833   505,181   -   -   531,014 
                                         
Common stock issued as partial conversion of a loan note  -   -   -   -   6,667,647   6,668   106,682   -   -   113,350 
                                         
Common stock issued as exchange fee for loan notes  -   -   -   -   4,000,000   4,000   65,898   -   -   69,898 
                                         
Common stock issued for cash subscription  -   -   -   -   10,000,000   10,000   125,000   -   -   135,000 
                                         
Common stock issued for services provided  -   -   -   -   1,808,900   1,809   29,251   -   -   31,060 
                                         
Common stock exchanged with series “B” convertible preferred stock  45,000,000   45,000   -   -   (450,000,000)  (450,000)  405,000   -   -   - 
                  ��                      
Beneficial conversion feature recorded on a loan note  -   -   -   -   -   -   25,944   -   -   25,944 
                                         
Net loss  -   -   -   -   -   -   -   (16,002)  -   (16,002)
                                         
Balance - December 31, 2016  45,000,000  $45,000   -  $-   374,475,775  $374,476  $8,197,449  $(7,203,218) $-  $1,413,707 
                                         
Series “C” convertible preferred stock issued as partial conversion of accrued salaries  -   -   2,400,000   2,400   -   -   669,600   -   -   672,000 
                                         
Common stock issued as partial conversion of loan notes  -   -   -   -   151,058,634   151,058   953,059   -   -   1,104,117 
                                         
Beneficial conversion feature recorded on loan notes  -   -   -   -   -   -   48,754   -   -   48,754 
                                         
Net loss  -   -   -   -   -   -   -   (3,711,173)  -   (3,711,173)
                                         
Unrealized fair value gain on available for sale marketable securities  -   -   -   -   -   -   -   -   1,181,675   1,181,675 
                                         
Gain on foreign currency translation  -   -   -   -   -   -   -   -   120   120 
                                         
Balance - December 31, 2017  45,000,000  $45,000   2,400,000  $2,400   525,534,409  $525,534  $9,868,862  $(10,914,391) $1,181,795  $709,200 

 

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

F-6

Argentum 47, Inc. And Subsidiaries

(Formerly known as Global Equity International, Inc. And Subsidiaries)

Consolidated StatementStatements of Cash Flows

 

 For the years ended,  For the years ended, 
 December 31, 2015 December 31, 2014  December 31, 2017  December 31, 2016 
          
Cash flows from operating activities                
Net income / (loss) $247,434  $(2,222,129)
Net loss $(3,711,173) $(16,002)
                
Adjustments to reconcile net income / (loss) to net cash provided by (used in) operating activities        
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation  11,251   4,372   9,349   11,478 
Common stock issued for bonus  -   80,000 
Consulting revenue as repayment of loan  -   (50,000)
Common stock issued for services rendered  155,827   106,275 
Securities received as payment for services  (2,647,471)  - 
Loss on conversion of notes  733,922   369,949 
Loss on derivate liability - Notes payable  407,482   227,495 
Gain on settlement of debt  (660,578)  (138,834)
Gain on extinguishment of other liabilities  (116,921)  (22,486)
Securities paid for services  -   20,568 
Securities received as payment for services and deferred securities recorded as revenues  -   (730,595)
Stock compensation  432,000   31,060 
Gain on transfer of preferred stock  -   (1,454)
Loss on conversion of accrued salaries and accounts payables into common stock, net  -   1,097 
Loss on conversion of notes into common stock  642,541   - 
Loss on extinguishment of debt and other liabilities  113,148   83,353 
Amortization of debt discount  355,253   299,535   125,512   119,964 
Impairment loss on available for sale marketable securities  -   2,000 
Gain on sale of subsidiary  (23,052)  - 
Gain on sale of marketable securities  (18,851)  - 
Impairment loss on investments at cost  1,601,336   - 
Bad debts  13,345   -   30,000   - 
Premium on stock settled debt  28,538   - 
                
Changes in operating assets and liabilities:                
Accounts receivable  (39,088)  (21,800)
Prepaids  (80,150)  26,049   30,532   50,610 
Accrued interest and finance charges  441,358   608,973 
Other current assets  870   (812)
Accounts payable and accrued liabilities  445,780   91,464   146,717   69,997 
Accounts payable - related parties  240,704   168,931 
Accrued contingencies and penalties  (1,361)  11,853 
Accounts payable and accrued liabilities - related parties  425,217   309,155 
Income tax payable  2,832   - 
Deferred revenue  377,115   215,015   (100,000)  (362,500)
Accounts receivable  -   - 
Other current assets  1,499   442,719 
Accrued interest  11,414   - 
                
Net cash (used in) / provided by operating activities: $(74,150) $209,328 
Net cash used in operating activities: $(293,519) $(424,028)
                
Cash Flows used in investing activities:                
Office furniture and equipment, net  (1,108)  (26,779)  (1,201)  (1,612)
Loans given to non-affiliate  -   (4,825)
Marketable securities at fair value  52,036   - 
                
Net cash used in investing activities $(1,108) $(31,604)
Net cash provided by / (used in) investing activities $50,835  $(1,612)
                
Cash flows from financing activities:                
Proceeds from loans - related parties  48,422   1,401   49,130   5,974 
Repayment of loans - related parties  (5,500)  -   (49,130)  (5,974)
Convertible loan payable  -   240,500 
Proceeds from issuance of common stock  -   135,000 
Proceeds from notes payable  100,000   -   181,125   450,000 
Proceeds from issuance of common stock  -   - 
Repayment of notes payable  (43,482)  (450,500)  -   (135,000)
Proceeds from issuance of common stock  -   - 
                
Net cash provided by / (used in) financing activities $99,440  $(208,599)
Net cash provided by financing activities $181,125  $450,000 
                
Net increase / (decrease) in cash $24,182  $(30,875)
Net increase in cash $(61,559) $24,360 
                
Effect of Exchange Rates on Cash  (1,045)  1,045   120   - 
                
Cash at Beginning of Year $19,026  $48,856  $66,523  $42,163 
                
Cash at End of Year $42,163  $19,026  $5,084  $66,523 
                
Supplemental disclosure of cash flow information:                
Cash paid for interest $30,981  $-  $-  $- 
                
Cash paid for income taxes $-  $-  $-  $- 
                
Supplemental disclosure of non-cash investing and financing activities:                
                
Notes payable and interest converted into shares $637,820  $124,534 
Cancellation of notes payable and subscription receivable against it  -   100,000 
Notes payable and interest converted into common stock $461,576  $113,350 
Debt discount and issuance costs recorded on notes payable $35,000  $5,000  $58,254  $180,944 
Accounts payable and accrued salaries settled in shares $552,958  $- 

Cancellation of redeemable series A preferred stock

 $1,020,000  $- 
Accounts payable and accrued salaries settled in preferred / common stock $240,000  $529,915 
Cancellation of common stock in exchange for series B preferred stock $-  $(450,000)
Liabilities transferred, net of assets sold in subsidiary sale $23,052  $- 

 

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

F-7

 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

Note 1 - Organization and Nature of Operations

 

Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. 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.ARG. On August 22, 2014, we formed a Dubai subsidiary of Global Equity Partners Plc.GEP called GE Professionals DMCC. GlobalOn June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Partners Plc. isHoldings Limited (“GEP EH”), under the parent companylaws of its 100% owned subsidiary,the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of its GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement (See Note 5). On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum”), under the Companies Act 2006 of England and Wales as a private limited company.

 

Revenue isOn March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc.

The Company´s consolidated annual revenues are entirely generated from business consulting services introduction fees, and equity participation.employment placement services.

 

Note 2 - Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All amounts in the consolidated financial statements are stated in U.S. dollars.

 

Note 3 - Going Concern

 

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

 

As reflected in the accompanying consolidated financial statements, the Company had a net incomeloss of $247,434$3,711,173 and net cash used in operations of $74,150$293,519 for the year ended December 31, 2015;2017; and a working capitalaccumulated deficit of $2,147,109 and stockholders´ equity of $523,443$10,914,391 as of December 31, 2015. Some of2017. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern.concern for twelve months from the issuance date of this report.

 

The ability for the Company to continue its operations is primarily dependent on:

 

a)Continually engaging with new clients, and
b)Consummating and executing current engagements, and
c)Continuing to receive fixed funding, via equity or debt, for acquisition and growth; and
d)Acquiring and managing various financial advisory firms with funds under management located around the globe. The Company intends to commence acquiring four licensed financial advisory firms with funds under management during the month of April 2018, two of which are based in the United Kingdom and the other two in Malaysia. All four advisory firms currently have an aggregate US$150 million of funds under management, non-binding letters of intent have already been agreed and signed, the two year financial statement audits are almost complete and the acquisition documents for all four intended acquisitions are currently being drawn up by legal counsel in the UK and in Malaysia, respectively. These acquisitions will be, in essence, the acquisition of stable and long-term recurring and non-recurring revenues. Once the Company acquires these initial four financial advisory firms, during 2018 and 2019, it intends to continue growing by way of acquiring more financial advisory firms.

a) Continually engaging with new clients which over the years has become consistent.

b) ConsummatingArgentum 47, Inc. and executing current engagements.

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

The Company´s deferred revenue, $839,130 at December 31, 2015, is non-refundable hence once certain contractual milestones are achieved or contractual terms pass over time, as applicable, on each individual engagement a proportion of deferred revenue will become revenue for the Company and therefore no cash outlays are required for these liabilities.

The Company may also need to borrow funds with certain related parties, such as management, to sustain the Company’s existence. In addition, in the event that operating cash flows are slowed, the Company would reduce its overheads wherever possible.Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

It is important to note that the two largest debts (The Able Foundation loan & Eden loan) stated on our current liabilities are non-collateralized and non-convertible loans.

Finally, any monies owed to management can be forgiven if necessary.

 

Note 4 - Summary of Significant Accounting Policies

 

Principles of Consolidation

 

Argentum 47, Inc. (ARG) is the parent company of its two 100% subsidiaries called GEP Equity Holdings Limited (GEP EH) and Argentum 47 Financial Management Limited (Argentum). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity International Inc.Partners Plc., date that the subsidiary was sold pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% subsidiary Global Equity Partners Plc. and Global Equity Partners Plc. is the parent company of its 100%owned subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

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

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants.

 

Risks and Uncertainties

 

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

 

Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 20152017 and at December 31, 2014, respectively,2016, the Company had no cash equivalents.

F-9

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

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.

F-9

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

There was no allowance for bad debt at December 31, 20152017 and 20142016. However, there were direct write-offs of $30,000 during the year ended December 31, 2017.

 

Foreign currency policy

 

The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (AED) and the functional currency of the Company’s UK subsidiary is Great Britain Pounds (GBP). All foreign currency balances and transactions are translated into United States dollars “$” and/or “USD” as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated using spot rate prevailing at each historical transaction date.date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss). Since the AED is tagged to the U.S. dollar, translation gains and losses are alwaysde minimis. Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations.

 

Investments

 

(A) Classification of Securities

 

Marketable Securities

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

 

Any unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains (losses) are computed on a specific identification basis and are reflected in the statement of operations.

 

Cost Method Investments

Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing.

 

(B) Other than Temporary Impairment

 

The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in income.the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any other than temporary impairment during 2015 and recorded a $2,000permanent impairment in 2014.of $1,601,336 during the year ended December 31, 2017.

 

F-10
 

 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

Fixed Assets

 

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

 

Beneficial Conversion FeaturesFeature

 

For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.

 

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

Debt issue costs and debt discount

The Company may pay debt issue costs, and record financing costs and debt discounts in connection with raising funds through the issuance of debt whether convertible or not. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

Debt Issue Costs

The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.

Original issue discountIssue Discount

 

If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

Valuation of Derivative Instruments

 

ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with freestandingfree-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. WhenUpon conversion of a note containingwhere the embedded conversion option has been bifurcated and accounted for as a bifurcated embedded derivative is converted,liability, the note balanceCompany records the shares at fair value, relieves all related notes, derivatives and the related derivative balance are relieveddebt discounts and recognizes a net gain or loss on extinguishment is recorded. At December 31, 2015 and 2014, the Company had a derivative liability balance of $0 and $695,447, respectively.debt extinguishment.

 

Revenue Recognition

 

We recognize revenue from the services we provide, in accordance with ASC Topic 605,Revenue Recognition. ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned, which is generally, when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been performed; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Generally, the contract terms for these services are relatively short in duration.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

We receive consideration in the form of cash and/or securities.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

We recognize cash consideration as revenues as the services are performed either on a pro rata basis or on a milestone basis.

 

Securities received as consideration are often earned at a point in time when the specified event occurs and the securities are issued to us. Therefore, we measure and recognize these securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are competed.completed.

 

All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2017 and 2016, the Company had the following concentrations of revenues with customers:

Customer  Location December 31, 2017  December 31, 2016 
          
 UNI  United Kingdom  0%  12.24%
 PDI  United Kingdom  0%  20.46%
 QFS  Switzerland  0%  37.06%
 INSCX  United Kingdom  0%  2.65%
 GPL  Australia  0%  3.97%
 UGA  Norway  0%  3.97%
 SCL  United Kingdom  4.45%  3.31%
 DUO  Sri Lanka  1.69%  7.70%
 EEC  United Arab Emirates  24.80%  5.52%
 TLF  United Arab Emirates  5.73%  1.32%
 VME  Oman  1.92%  1.17%
 AGL  United Arab Emirates  1.82%  0.63%
 SAC  United Kingdom and Norway  44.54%  0%
 FAD  Saudi Arabia  10.10%  0%
 FAT  United Arab Emirates  1.89%  0%
 OCS  Thailand  3.06%  0%
       100%  100%

 

At December 31, 20152017 and 2014,2016, the Company had the following concentrations of accounts receivables with customers:

 

Customer December 31, 2015  December 31, 2014 
         
ACI  0%  100%

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

Customer December 31, 2015  December 31, 2014 
       
VTH  0%  3.89%
AUT  0%  11.65%
ATC  0%  5.83%
PCI  0%  5.83%
YMD  0%  4.85%
IOA  0%  4.85%
STV  0%  4.85%
DSI  0%  22.33%
SAC  1.81%  4.85%
MHB  0.91%  19.42%
UNI  6.10%  11.65%
DUO  31.25%  0%
TAM  1.81%  0%
EER  0.91%  0%
MGP  1.81%  0%
PDI  49.96%  0%
QFS  0.38%  0%
INSCX  0.60%  0%
ALP  4.46%  0%
   100%  100%
Customer  December 31, 2017  December 31, 2016 
        
 PDI   0%  91.74%
 DUO   5.18%  8.26%
 EEC   94.82%  0%
     100%  100%

 

F-12
 

 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

Deferred Revenue

 

Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the years ended December 31, 20152017 and 2014:2016:

 

Balance, December 31, 2013 $247,000 
New payments received in 2014  512,015 
Revenue recognized during 2014  (297,000)
Balance, December 31, 2014 $462,015 
New payments received in 2015  2,099,520 
Revenue recognized during 2015  (1,722,405)
Balance, December 31, 2015 $839,130 
Balance, December 31, 2015 $839,130 
New payments received during the year  120,000 
Cash deferred revenue recognized as revenue during the year  (482,500)
Securities deferred revenue recognized as revenue during the year  (276,630)
Balance, December 31, 2016 $200,000 
New payments received during the year  - 
Cash deferred revenue recognized as revenue during the year  (100,000)
Deferred revenue eliminated due to the stock purchase and debt assumption agreement (See Note 5)  (100,000)
Balance, December 31, 2017 $- 

 

Share-based payments

 

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

 

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

Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model.

 

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

 

 The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant.
   
 The expected term is developed by management estimate.
   
 The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future.
   
 The expected volatility is based on management estimates which are based upon our historical volatility.
 
The forfeiture rate is based on historical experience.

F-13

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

 

On November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S.

On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act.

 

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 related to income tax positions for the years ended December 31, 20152017 and 2014.2016.

At December 31, 2016, we accrued an IRS fine of $10,000 plus $492 of interest on account of a late filing of our 2013 IRS Form 5472 Tax Return. After appealing this fine to IRS Appeals Office, this fine of $10,492 was abated in full. We were further subjected to a fine of $10,000 on account of late filing fee of our 2014 IRS form 5472 Tax Return which was also reduced by 50% due to timely submission of subsequent year tax returns. Hence, during the year ended December 31, 2017, we accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. (See Note 8(b))

 

The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2012, 2013the 2015, 2016 and 20142017 tax years.

 

The Company’s two subsidiaries, Global Equity Partners Plc. (sold and ceased to be a subsidiary on June 5, 2017) and GEP isEquity Holdings Limited, were incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is only 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. GEPNone of these two subsidiaries did not do business in Seychelles for the years ended December 31, 20152017 and 2014,2016, and GEP doesdo 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, 20152017 and 2014.2016. All business activities were performed by GEP Equity Holdings Limited in Dubai for the years ended December 31, 20152017 and December 31, 2014.2016. Dubai does not have an income tax. Newly incorporated UK subsidiary, Argentum 47 Financial Management Limited, was incorporated under the laws of England and Wales On December 12, 2017. There was no business transacted from this subsidiary in 2017, hence there is no income tax impact during the year ended December 31, 2017.

 

Earnings per Share

 

The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period.

 

As at December 31, 2015,2017 and December 31, 2016, the Company had no common stock equivalents of 45,828,807 and 2,941,176 common shares respectively, in the form of convertible notes, which, if exercisable,converted, would be dilutive. A separateSee Note 8(F). These common stock equivalents were not included in the computation of diluted earnings (loss)net loss per share is not presented.because the effects would have been anti-dilutive due to the net losses.

F-14

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

Fair Value of Financial Assets and Liabilities

 

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

 

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

 

 Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
   
 Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
   
 Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

 

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

 

The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company hadmay have gains and losses reported in the statement of operations.

 

The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 20152017 and December 31, 2014,2016, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):

 

  December 31, 2015  December 31, 2014 
Level 3 – Non-Marketable Securities – Non-recurring $2,650,471  $3,000 
Level 3 – Derivative liabilities – Recurring $-  $(695,447)

During 2014, the Company recorded impairment of non-marketable securities of $2,000. There was no impairment of non-marketable securities in 2015.

  December 31, 2017  December 31, 2016 
Level 1 –Marketable Securities – Recurring $2,029,340  $- 
Level 3 – Non-Marketable Securities – Non-recurring $136  $3,085,322 

 

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

 

Marketable Securities — The Level 21 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

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

Changes in equityLevel 1 marketable securities are in relatively inactive markets.measured at fair value for the year ended December 31, 2017 were as follows:

Balance, December 31, 2016 $- 
Securities transferred from long term investments valued at cost  880,850 
Unrealized gains (losses) recorded during the year  1,181,675 
Sales and settlements during the year  (33,185)
Balance, December 31, 2017 $2,029,340 

 

Non-Marketable Securities at Fair Value on a NonrecurringNon-Recurring Basis — Certain assets are measured at fair value on a nonrecurring basis. The level 3 position consist of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.

 

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

 

 the length of time and extent to which market value has been less than cost;
   
 the financial condition and near-term prospects of the issuer; and
   
 the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

 

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

 

Changes in Level 3 assets measured at fair value for the years ended December 31, 20152017 and 20142016 were as follows:

 

Balance, December 31, 2013 $5,000 
Balance, December 31, 2015 $2,650,471 
Realized and unrealized gains (losses)  -   - 
Purchases, sales and settlements  - 
Securities received for services during the year  453,965 
Sales and settlements during the year  (19,114)
Balance, December 31, 2016  3,085,322 
Securities received for services during the year  - 
Sales as part of stock purchase agreement (See Note 5)  (603,000)
Securities transferred to marketable securities  (880,850)
Impairment loss  (2,000)  (1,601,336)
Balance, December 31, 2014  3,000 
Realized and unrealized gains (losses)  - 
Purchases, sales and settlements  2,647,471 
Impairment loss  - 
Balance, December 31, 2015 $2,650,471 
Balance, December 31, 2017 $136 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

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

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the year ended December 31, 2015.2017 and 2016

Balance, December 31, 2014 $695,447 
Initial derivatives recorded from 1/1/2015 to 12/31/2015  - 
Changes in fair value from 1/1/2015 to 12/31/2015  407,482 
Reduction of derivative from debt conversions or paybacks  (1,102,929)
Reclassifications to/from APIC for the change in status  - 
Balance, December 31, 2015 $- 

 

Recent Accounting Pronouncements

 

There are no new accounting pronouncements that we expect to have anyan impact on the Company’s consolidated financial statements other than discussed below:

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle-based approach. The core principle of the standard is that revenue should be recognized when the transfer of promised goods or services is made in an amount that the entity expects to be entitled to in exchange for the transfer of goods and services. The update also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB voted to defer the effective date of this guidance by one year. On March 17, 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations, which clarifies how an entity determines if it is a principal or an agent for each specified good or service promised to the customer, the nature of each specified good or service, and how an entity that is principal obtains control of a good and service provided by another party involved in providing goods or services to a customer. In April 2015,2016, the Financial Accounting Standards BoardFASB issued Accounting Standards Update No. 2015-03,“SimplifyingASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, which clarifies the Presentationguidance related to whether goods or services are distinct within the context of Debt Issuance Costs,”contract and therefore a performance obligation and the timing and pattern of revenue recognition for IP licenses. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which changesprovides clarifying guidance in certain narrow areas and added some practical expedients. In December 2016, the presentation of debt issuance costsFASB issued ASU 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements, which provides clarifying guidance in certain technical areas. The standard and related amendments will be effective for financial statements. Under this guidance such costs would be presented as a direct deduction from the related debt liability rather than as an asset. This guidance is effectivestatements issued by public companies for interim and annual reporting periods beginning after December 15, 2015. The Company2017. Early adoption of the standard is currentlypermitted, but not before the original date of financial statements issued by public companies for interim and annual reporting periods beginning after December 16, 2017. After evaluating the potential impact of this guidance will have on its Consolidated Balance Sheet.our consolidated financial statements, management believes that there would be no material effect.

 

F-16

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the year ended December 31, 2017, hence there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

Note 5 - Loans Receivable– Sale of Subsidiary

 

On March 22, 2013,June 5, 2017, the Company grantedcompleted a loancorporate divestiture by entering into a Stock Purchase and Debt Assumption Agreement with a non-affiliate individual, pursuant to which the Company sold 100% of the issued and outstanding common stock of its wholly-owned subsidiary, Global Equity Partners Plc., to a third party, Dreamscapes Properties International Inc.citizen of the Republic of Thailand (acquirer). The principalconsideration for the purchase of GEP by the acquirer was his assumption of all liabilities and indebtedness of GEP in the approximate amount loanedof $626,052. No cash consideration was $6,000,paid to the agreed interest rate was 5% per annum,Company by the acquirer. Under the terms of the agreement, the acquirer also acquired portfolio of following investments in common shares of various companies owned by GEP:

Company No. of Shares  Book value  Status
M1 Lux AG  2,000,000  $-  Private Company
Monkey Rock Group Inc.  1,500,000   -  Reporting Company – OTC
Voz Mobile Cloud Limited  3,200,000   -  Private Company
Arrow Cars International Inc.  3,000,000   3,000  Private Company
Direct Security Integration Inc.  400,000   -  Private Company
Primesite Developments Inc.  600,000   600,000  Private Company
   10,700,000  $603,000   

The Company recorded a gain of $23,052 in connection with this transaction which is included in other income (expenses) in the Consolidated Statement of Operations for the year ended December 31, 2017. The book values of assets sold and the loan would have to be repaid no later than one year from the date that the loan was granted. liabilities transferred are presented below:

Liabilities assumed by the purchaser   
Accounts payable $114,780 
Deferred revenue  100,000 
Accrued liabilities  184,656 
Accrued interest  106,196 
Note Payable  120,420 
  $626,052 
     
Less: Assets transferred to the acquirer (as stated above) $603,000 
     
Net gain on sale of subsidiary $23,052 

Note 6 – Investments

A. Marketable Securities at Fair Value

During the year ended December 31, 2015,2017, one of the company wrote off $6,000 asCompany’s investments commenced trading on OTC Markets; hence, we reclassified this amount was deemed as uncollectible.

In October 2014, the Company granted a loaninvestment of 3,481,133 common shares amounting to another third party. The principal amount loaned was $4,825. It was agreed that no interest would be paid and that the loan would have$880,850 to be repaid no later than one year from the date that the loan was granted.marketable securities. During the year ended December 31, 2015,2017, the company wrote off $4,825Company sold 98,900 common shares of this particular investment at various fair values recognizing a gain on sale of investment of $18,851. At December 31, 2017, the Company revalued the remaining 3,382,233 common shares at their quoted market price of $0.60 per share, $2,029,340; hence, recording an unrealized gain of $1,181,675 into accumulated other comprehensive income, a component of equity.

Argentum 47, Inc. and Subsidiaries

(Formerly known as it was deemed uncollectible.Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

Note 6 -B. Investments at Cost

 

The Company, through its subsidiary GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies:companies as at December 31, 2017 and 2016:

 

  12/31/2015  12/31/2014   
Company No. of Shares  Book value  No. of Shares  Book value  Status
M1 Lux AG  2,000,000  $-   2,000,000  $-  Private Company
Monkey Rock Group Inc.  1,500,000  $-   1,500,000  $-  Reporting Company – OTC
Voz Mobile Cloud Limited  3,200,000  $-   3,200,000  $-  Private Company
Arrow Cars International Inc.  3,000,000  $3,000   3,000,000  $3,000  Reporting Company – OTC
Direct Security Integration Inc.  400,000  $-   400,000  $-  Private Company
Duo World Inc.�� 3,460,000  $865,000   -  $-  Private Company
Primesite Developments Inc.  5,606,521  $1,781,521   -  $-  Private Company
   19,166,521  $2,649,521   10,100,000  $3,000   

 December 31, 2017    December 31, 2016  
Company No. of Shares  Book value  No. of Shares  Book value  Status
M1 Lux AG  -  $-   2,000,000  $-  Private Company
Monkey Rock Group Inc.  -   -   1,500,000   -  Reporting Company – OTC
Voz Mobile Cloud Limited  -   -   3,200,000   -  Private Company
Arrow Cars International Inc.  -   -   3,000,000   3,000  Private Company
Direct Security Integration Inc.  -   -   400,000   -  Private Company
Primesite Developments Inc.  5,006,521   -   5,606,521   1,781,521  Private Company
Duo World Inc.  -   -   3,481,133   880,850  Reporting Company – OTC
Quartal Financial Solutions AG  2,271   -   2,271   419,365  Private Company
   5,008,792  $-   19,189,925  $3,084,736   

 

The Company, through its subsidiary GEP Equity Holdings Limited, holds the following preferred equity securities in private companies:and reporting companies as at December 31, 2017 and December 31, 2016:

 

  12/31/2015  12/31/2014   
Company No. of Shares  Book value  No. of Shares  Book value  Status
Duo World Inc.  500,000  $500   -  $-  Private Company
Primesite Developments Inc.  450,000  $450   -  $-  Private Company
   950,000  $950   -  $-   

  December 31, 2017  

December 31, 2016

   
Company No. of Shares  Book value  No. of Shares  Book value  Status
Duo World Inc.  136,600  $136   136,600  $136  Reporting Company – OTC
Primesite Developments Inc.  450,000   -   450,000   450  Private Company
   586,600  $136   586,600  $586   

 

At June 30, 2013,On February 8, 2016, the Company entered into an agreement with Yenom (Pvt.) Limited (“Yenom”) whereby it was agreed that the Company would pay an equity commission to Yenom for the introduction of a client. The equity commission was paid in the form of transfer of 363,400 preferred shares (valued at $0.005 per share) of Duo World Inc. out of the 500,000 preferred shares that were owned by the Company at the year ended December 31, 2015. As a result of this transfer, the Company’s investment in preferred shares of Duo World Inc. was reduced to 136,600 preferred shares as on March 31, 2016 and a gain of $1,454 was recorded on transfer of this preferred stock during the year ended December 31, 2016.

On March 29, 2016, the Company received 2,000,0001,815 common shares valued at CHF 160 or $163.89 and 456 common shares valued at CHF 261 or $267.34 from a private company and client having a costfair market value of $2,000$419,365 that iswas treated as a cost method investment. The value of the cost method investment pertainspertained to the receipt of 8.55% of theagreed 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 effectbased on the value of one of the investments; hence, the Company impaired $2,000 of the investmentsCompany´s prior equity sales.

 

On April 28, 2015,27, 2016, the Company received 3,460,00046,133 common shares valued at $0.75 per share from a private company and client having a fair market value of $865,000$34,600 that has beenwas treated as a cost method investment. The value of the cost method investment pertainspertained to the receipt of 9.09% of theagreed common stock in a private company in which the best evidence of value was the last available price at which shares were sold in a private placement.

On April 28, 2015,June 1, 2016, the Company received 500,000 preferredpaid an equity commission to a consultant, for the introduction of a client to the Company, in the form of transfer of 25,000 common shares from(valued at $0.75 per share or $18,750 based on the same private company and client having a fair market valueCompany´s prior equity sales) of $500 that is treated as a cost method investment. The valueDuo World Inc. out of the cost method46,133 common shares which were received and owned by the Company on April 27, 2016. As a result of this transfer, the Company’s overall investment pertainsin common shares of Duo World Inc. was reduced to 3,481,133 common shares as of December 31, 2016 and there was no gain / loss recorded on transfer of this common stock during the receipt of 10% of the preferred stock in this private company in which the best evidence of value was the services rendered.year ended December 31, 2016.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

On September 24, 2015, the Company received 4,500,000 common shares from a private company and client having a fair market value of $675,000 that is treated as a cost method investment. The value of the cost method investment pertains to partial receipt of 5% of the common stock in a private company in which the best evidence of value was based on the net asset value of the private company. On September 24, 2015, the Company also received 450,000 preferred shares from the same private company and client having a fair market value of $450 that is treated as a cost method investment. The value of the cost method investment pertains to the receipt of the preferred stock (10% of 4,500,000 common shares received) in the aforementioned private company in which the best evidence of value was the services rendered. On December 14, 2015, the Company further received 1,106,521 common shares from the same private company and client having a fair market value of $1,106,521 that is treated as a cost method investment. The value of the cost method investment pertains to partial receipt of 5% of the common stock in a private company in which the best evidence of value was based on the debt conversion price of the private company.

 

At December 31, 2015,2016, there were no identifiable events or changes in circumstances that had a significant adverse effect on the value of the investments; hence, no impairment iswas required as atof December 31, 2015.2016.

On June 5, 2017, the Company sold 10,700,000 common securities of different companies having a book value of $603,000 pursuant to the stock purchase and debt assumption agreement. (See Note 5). During the year ended December 31, 2017, the Company also reclassified one of its investments in common shares to marketable securities, a current asset, valued at fair value. (See Note 6 (A))

At December 31, 2017, out of prudence, management decided to fully impair the investment in common & preferred stock of Primesite Developments Inc. and common stock of Quartal Financial Solutions Inc. amounting to $1,181,971 and $419,365 respectively, because management of both companies has proven non-responsive during the entire third and fourth quarters of 2017.

 

Note 7 - Fixed Assets

 

Following table reflects net book value of fixed assets as atof December 31, 20152017 and 2014:2016:

 

 12/31/2015 12/31/2014 Useful Life 12/31/2017  12/31/2016  Useful Life
Furniture and Equipment $37,204  $36,095  3 to 5 years $40,016  $38,815  3 to 5 years
Accumulated depreciation $(17,123) $(5,871)    (37,949)  (28,600)  
Net fixed assets $20,081  $30,224    $2,067  $10,215   

 

Depreciation expense for the years ended December 31, 20152017 and 20142016 was $11,251$9,349 and $4,372,$11,478, respectively.

 

Note 8 - Debt & Accounts PayablesPayable

 

(A) Accounts payablePayable and accrued liabilitiesOther Accrued Liabilities

 

The following table represents breakdown of accounts payable as of December 31, 20152017 and December 31, 2014,2016, respectively:

 

 12/31/2015 12/31/2014  December 31, 2017  December 31, 2016 
Accrued salaries and benefits $79,386  $13,658  $113,770  $89,184 
Other payables & accrued liabilities  293,607   100,533 
Accounts payable  64,032   83,354 
 $372,993  $114,191  $177,802  $172,538 

 

On September 9, 2015, oneApril 25, 2016, two of the employees of the CompanyCompany’s consultants decided to convert histheir accrued salary and commissionfee balance amounting to $5,250 to the common shares of the Company at $0.01$0.015 per share. As a result of this conversion, the Company issued 5,500,000following common shares having a fair value of $0.014 per share or $77,000stock to the employee for his accrued salaryits consultants:

100,000 common shares to a consultant, having a fair value of $0.0143 per share or $1,430 based on closing quoted price on the date of conversion for his accrued fee balance of $1,500, thereby recognizing a gain on conversion of $70.
250,000 common shares to a consultant, having a fair value of $0.0143 per share or $3,575 based on closing quoted price on the date of conversion for his accrued fee balance of $3,750, thereby recognizing a gain on conversion of $175.

Argentum 47, Inc. and bonus of $55,000. As a result, $22,000 was recognizedSubsidiaries

(Formerly known as net loss on conversion into stock.

Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

On September 10, 2015, another employee30, 2016, three of the CompanyCompany’s employees decided to convert histheir partial accrued salarysalaries and commissionexpenses payable balance amounting to $65,652 to the common shares of the Company at $0.00735$0.02 per share. As a result of this conversion, the Company issued 10,749,000following common shares having a fair value of $0.0127 per share or $136,512stock to theits employees:

A total of 900,000 common shares issued to an employee, having a fair value of $0.0205 per share or $18,450 based on closing quoted price on the date of conversion for his accrued salary balance of $18,000, thereby recognizing a loss on conversion of $450.
A further total of 1,599,240 common shares issued to another employee, having a fair value of $0.0205 per share or $32,784 based on closing quoted price on the date of conversion for his accrued salary balance of $31,985, thereby recognizing a loss on conversion of $799.
A further total of 783,335 common shares issued to a third employee, having a fair value of $0.0205 per share or $16,058 based on closing quoted price on the date of conversion for his accrued salary balance of $15,667, thereby recognizing a loss on conversion of $391.

(B) Accrued Contingencies and bonus of $79,000. As a result, $57,512 was recognized as net loss on conversion into stock.Penalties

 

OnFollowing is a breakdown of accrued contingencies and penalties as at December 4, 2015, one31, 2017 and 2016, respectively:

  December 31, 2017  December 31, 2016 
Provision for potential damages - See Note 8(E) $-  $184,656 
Provision for late filing fee of 2013 and 2014 Tax return (see below)  5,000   10,492 
Other  -   1,361 
  $5,000  $196,509 

At December 31, 2016, we accrued an IRS fine of $10,000 plus $492 of interest on account of a late filing of our 2013 IRS Form 5472 Tax Return. After appealing this fine to IRS Appeals Office, this fine of $10,492 was abated in full. We were further subjected to a fine of $10,000 on account of late filing fee of our 2014 IRS form 5472 Tax Return which was also reduced by 50% due to timely submission of subsequent year tax returns. Hence, during the employeesyear ended December 31, 2017, we accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. This penalty including the accrued interest was paid, in full, during the month of the Company decided to convert his accrued salary and bonus balance to the common shares of the Company at $0.0233 per share. Because of this conversion, the Company issued 892,790 common shares having a fair value of $0.0233 per share or $20,802, based on the quoted trading price, to the employee for his accrued salary and bonus of $20,000 and expenses payable of $802. As a result, no gain/loss was recognized on conversion into stock.January 2018.

 

(B)(C) Accounts payablePayable and accrued liabilitiesAccrued Liabilitiesrelated partiesRelated Parties

 

The following table represents the accounts payable and accrued expenses to related parties as of December 31, 20152017 and December 31, 2014,2016, respectively:

 

  12/31/2015  12/31/2014 
Salaries $152,875  $353,913 
Expenses  50,734   7,071 
  $203,609  $360,984 
  December 31, 2017  December 31, 2016 
Accrued salaries and benefits $233,869  $52,587 
Expenses payable  5,096   1,161 
  $238,965  $53,748 

 

On August 27, 2015,May 31, 2016, the company´s CEO, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to the CEO having a fair value of $0.0248 per share or $24,800 based on closing quoted price on the date of conversion, thereby recognizing a gain on conversion of $2,700. On the same day, the company´s CFO, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to CFO having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

On June 15, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $398,156$250,000 to the common shares of the Company at $0.0025$0.02 per share. As a result of this conversion, the Company issued 4,500,000 common shares each to the company´s CEO and CFO, having a fair value of $0.0201 per share which is 50%or $180,900 based on closing quoted price on the date of conversion for their accrued salary balance of $180,000, thereby recognizing a loss on conversion of $900, and issued 3,500,000 common shares to the company´s managing director, having a fair value of $0.0201 per share or $70,350 based on closing quoted price on the date of conversion for his accrued salary balance of $70,000, thereby recognizing a loss on conversion of $350.

On September 30, 2016, all of the average 20 days closing price priorofficers and directors of the Company decided to convert their partial accrued salaries balance amounting to $154,014 to the conversion. Following iscommon shares of the breakdownCompany at $0.02 per share. As a result of this conversion:conversion, the Company issued following common stock to its officers and directors:

 

 The Company issued 69,076,9222,720,120 common shares at $0.0025 per shareto the company´s CEO, having a fair value of $0.0064$0.0205 per share or $442,092 to Mr. Enzo Taddei$55,762 for his accrued salary balance of $173,901. As$54,402, thereby recognizing a result, $268,191 was recognized as net loss on conversion into stock.of $1,360
   
 The Company issued 42,127,4923,656,697 common shares at $0.0025 per shareto the company´s CFO, having a fair value of $0.0064$0.0205 per share or $269,616 to Mr. Peter Smith$74,962 for his accrued salary balance of $106,056. As$73,134, thereby recognizing a result, $163,560 was recognized as net loss on conversion into stock.of $1,828, and
   
 The Company issued 46,951,0711,323,863 common shares at $0.0025 per shareto the company´s managing director, having a fair value of $0.0064$0.0205 per share or $300,487 to Mr. Patrick Dolan$27,139 for his accrued salary balance of $118,199. As$26,477, thereby recognizing a result, $182,288 was recognized as net loss on conversion into stock.of $662.

 

On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. Each of the preferred C preferred stock is convertible to 100 common shares, resulting in an equivalent 240,000,000 common stock having a fair value of $672,000, thereby recognizing additional stock based compensation of $432,000. (See Note 10(A)). As a result of this conversion, the Company issued following series “C” preferred stock to its officers and directors:

(C)Related party – short term loans payable1,000,000 series “C” preferred shares to the Company´s CEO, having a par value of $0.001 per share or $1,000 for his accrued salary balance of $100,000. The equivalent common stock issued would be 100,000,000 having a fair value of $0.0028 per share or $280,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $180,000.
1,000,000 series “C” preferred shares to the Company´s CFO, having a par value of $0.001 per share or $1,000 for his accrued salary balance of $100,000. The equivalent common stock issued would be 100,000,000 having a fair value of $0.0028 per share or $280,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $180,000, and
400,000 series “C” preferred shares to the Company´s managing director, having a par value of $0.001 per share or $400 for his accrued salary balance of $40,000. Equivalent common stock issued would be 40,000,000 having a fair value of $0.0028 per share or $112,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $72,000.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

(D) Loans Payable – Related Parties

 

The Company received short-term loans from twoone of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity as of December 31, 20152017 and 2014:2016:

 

Balance, December 31, 2013 $57,194 
Proceeds from loans  1,401 
Repayments  - 
Balance, December 31, 2014 $58,595 
Proceeds from loans  48,422 
Repayments  (5,500)
Converted to common stock  (101,517)
Balance, December 31, 2015 $- 

Balance, December 31, 2015 F-19$- 
Proceeds from loans  5,974 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

On August 27, 2015, both of the officers and directors of the Company decided to convert their short-term loans payable balance amounting to $101,517 to common shares of the Company at $0.0025 per share, which is 50% of the average 20 days closing price prior to the conversion. Following is the breakdown of this conversion:

RepaymentsThe Company issued 11,776,756 common shares at $0.0025 per share having a fair value of $0.0064 per share or $75,371 to Mr. Enzo Taddei for his loan payable balance of $29,648. As a result, $45,723 was recognized as net loss on conversion into stock.
  (5,974)
Balance, December 31, 2016The Company issued 28,547,822 common shares at $0.0025 per share having a fair value of $0.0064 per share or $182,706 to Mr. Peter Smith for his loan payable balance of $71,869. As a result, $110,837 was recognized as net loss on conversion into stock.$-
Proceeds from loans49,130
Repayments(49,130)
Balance, December 31, 2017$-

(D) Related party – short term convertible notes

The Company had accrued salary to the officers and directors of the Company based on the terms of the employment agreements entered into with each officer. As at December 31, 2012, $209,475 was due to the Chief Executive Officer and $115,000 was due to the Chief Financial Officer. During the quarter ended March 31, 2013, the Company converted these amounts to Convertible Loans Payable. These amounts had a term of two years from March 31, 2013 and were payable on demand having accrued interest at 10% on the loan period. The agreements also gave an option to the officers of the Company to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share.

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

The principal balance outstanding of the loan payable account (net of unamortized debt discount of $268,189) as at December 31, 2014 was $33,800. During the year ended December 31, 2015, the Company converted the full amount of convertible loans outstanding to its officers and directors amounting to $301,989 and related accrued interest of $21,386 into its common stock by issuing 303,499,047 common shares, which makes the outstanding convertible loan and interest payable of $0 as at December 31, 2015. As a result, $119,322 was recognized as gain on conversion into stock.

During the year ended December 31, 2015, total interest of $17,297 was accrued and a total of $268,189 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on December 31, 2015 is $0, as the debt was fully converted into shares, thereby recognizing a net loss on derivative liability for the year ended December 31, 2015 of $206,765.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

 

(E) Notes payablePayable

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest and accrued liabilities as at December 31, 2016:

Date of Note 

Principal

(net of debt
discount)

  Accrued
Interest
  Accrued
Liabilities
  Total 
October 9, 2013 $120,420  $106,196  $184,656  $411,272 
October 17, 2013  319,598   160,402   -   480,000 
November 26, 2013  -   37,971   -   37,971 
April 29, 2016  -   -   -   - 
August 25, 2016  153,333   -   -   153,333 
October 13, 2016  114,584   -   -   114,584 
December 06, 2016  132,083   -   -   132,083 
                 
Balance, December 31, 2016 $840,018  $304,569  $184,656  $1,329,243 

 

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2014:2017:

 

Date of Note Principal (net of debt discount) Accrued Interest Total payable  Principal  Accrued Interest  Total 
October 9, 2013 $120,420  $106,196  $226,616 
October 17, 2013  319,598   429,799   749,397  $319,598  $160,402  $480,000 
November 26, 2013  -   37,971   37,971   -   37,971   37,971 
Balance at December 31, 2014 $440,018  $573,966  $1,013,984 
November 3, 2017  21,075   5,269   26,344 
            
Balance – December 31, 2017 $340,673  $203,642  $544,315 

Argentum 47, Inc. and Subsidiaries

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest(Formerly known as at Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2015:2017 and 2016

Date of Note Principal (net of debt discount)  Accrued Interest  Total payable 
October 9, 2013 $120,420  $106,196  $226,616 
October 17, 2013  319,598   160,402   480,000 
November 26, 2013  -   37,971   37,971 
August 27, 2015  123,333   -   123,333 
Balance at December 31, 2015 $563,351  $304,569  $867,920 

 

 On October 9, 2013, the Company secured a two monthtwo-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 monthfive-month extension. This stock compensation was issued to the lender also on December 12, 2013. This loan is currently in default. Total accrued interest as at December 31, 2015 is2016 was $106,196. The Company also accrued $184,656 provision for potential damages due to the ongoing litigation in the Dubai Courts as of December 31, 20152016, which iswas included in accounts payable“Accrued contingencies and accrued liabilitiespenalties” in the accompanying consolidated balance sheet. (See Note 8(B)).

Loan granted in 2013 $120,420 
Interest accrued in 2013  56,196 
Balance at December 31, 2013 $176,616 
     
Interest accrued in 2014  50,000 
Balance at December 31, 2014 $226,616 
     
Interest accrued in 2015  - 
Potential damages accrued in 2015  184,656 
Balance at December 31, 2015 $411,272 

On June 5, 2017, a citizen of Republic of Thailand assumed the above principal loan amount of $120,420, accrued interest of $106,196 and accrued damages of $184,656 by way of a stock purchase and debt assumption agreement. Hence the Company’s liabilities in respect of this loan were transferred to the acquiring individual. (See Note 5)
 On October 17, 2013, the Company secured a three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company.

On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. As a result, the Company has reversed the excess accrued interest and monitoring fee payable amounting to $660,578 recognized as a gain on settlement; leaving the principal loan balance of $319,598 and accrued interest balance $180,402 of as on September 30, 2015.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance $319,598 of as on December 31, 2015. The December 31, 2015 installment of $50,000, as per the amended agreement, has not been paid and the first installment in 2016 is not due until March 31, 2016.

Loan granted in 2013 $319,598 
Interest accrued in 2013  39,602 
Balance at December 31, 2013 $359,200 
     
Interest accrued in 2014  390,197 
Balance at December 31, 2014 $749,397 
     
Monitoring fee accrual  124,175 
Interest accrued in 2015  287,006 
Interest repayment  (20,000)
Excess interest and monitoring fee gain  (660,578)
Balance at December 31, 2015 $480,000 

On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties.
On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. The remaining installments totaling to $480,000, as per the amended agreement, have not been paid as of December 31, 2017.
 On August 27, 2015,April 29, 2016, the Company secured a six monthsix-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs. The interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2015, $3,3332016, $5,000 of the debt issuance costs and $20,000$30,000 of the debt discount balance was amortized to income statement, making the aggregate note payable balance amounting to $135,000. On October 12, 2016, the Company repaid the full amount of this loan note in cash to the lender.

Principal loan amount $135,000 
Original issue discount  (30,000)
Issuance costs  (5,000)
Amortization of OID and issuance costs during the year  35,000 
Cash repayment  (135,000)
     
Balance at December 31, 2016 $- 

On August 25, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest expense,will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $3,333 of the debt issuance costs and $25,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $11,667.$14,167.

Principal loan amount $135,000 
Original issue discount  (30,000)
Issuance costs  (5,000)
Amortization of OID and issuance costs in 2015  23,333 
     
Balance at December 31, 2015 $123,333 
(Net of unamortized discount and issue costs of $11,667)    

Argentum 47, Inc. and Subsidiaries

(F) Convertible notes and derivative liability

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

Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

LG Capital LLC:

On May 1, 2014,February 23, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Company issued a $100,000 convertibleMammoth Corporation all of its rights, title and interest in and to the promissory note (the “LG Note”)initially issued by GEQU to LG Capital Funding,St. George Investments LLC a New York limited liability company (the “Lender”). The LG Note provided up to an aggregate of $100,000 in gross proceeds. The LG Note matured on May 1, 2015, having accrued interest of 8% and was convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB which the Company’s shares were traded or any exchange upon which the Common Stock might be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion was received by the Company. Accrued interest was paid back in shares of common stock at the discretion of the Lender pursuant to the conversion terms above. The first LG Note may be prepaid within 180 days with penalty. The note may not be prepaid after the 180th day.

The principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal under this$167,500 dated August 25, 2016. See Note was due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest at the rate of 8%8 (F). On December 19, 2014 the note holder decided not to lend any further amounts against the second note, so this amount was not received by the company. As such, the second note and corresponding subscription receivable was cancelled during the year ended December 31, 2014.

The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, a remaining term of 4 months and a risk-free interest rate of 0.04% resulting in a fair value per share of $0.0070 multiplied by the 11,327,736 shares that would be issued if the Note was exercised on the Effective Date. The fair value of the derivative liability as at December 31, 2015, was nil as this loan was fully converted into shares during the year ended December 31, 2015.

 

During the year ended December 31, 2014, a total interest2017, $1,667 of $2,677 was accruedthe debt issuance costs and a total$12,500 of $83,423the debt discount balance was amortized to income statement, leaving an unamortized balance of $16,577. The fair value of derivative liability as on December 31, 2014 was $78,874, thereby recognizing a net loss of ($25,547) on derivative liability during the year ended December 31, 2014.

During the year ended December 31, 2015, the Company fully repaid $50,000 in principalissue cost and $4,024 of accrued interest by the issuance of 65,283,160 shares of common stock priced between $0.0011 and $0.0067per share. As a result, $6,757 was recognized as net gain on conversion into stock.

During the year ended December 31, 2015, total interest of $1,424 was accrued and a total of $16,575 debt discount was amortized leaving an unamortized balance of $0. The company recognized a net gain on derivative liability during the year ended December 31, 2015, of $61,641. As of December 31, 2015, this convertible debt has been fully extinguished.

Principal loan amount $167,500 
Original issue discount  (37,500)
Issuance costs  (5,000)
Amortization of OID and issuance costs during the year  28,333 
     
Balance at December 31, 2016 $153,333 
Amortization of OID and issuance costs during the year  14,167 
Exchange of Note dated February 23, 2017 (See Note 8(F))  (167,500)
Balance at December 31, 2017 $- 

 

 Adar Bay LLC:On October 13, 2016, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $2,084 of the debt issuance costs and $12,500 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $20,416.
On April 13, 2017, after receipt of $135,000 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in a promissory note, initially issued by the Company to St. George Investments LLC amounting to $135,000 on October 13, 2016. See Note 8 (F)
During the year ended December 31, 2017, $2,917 of the debt issuance costs and $17,500 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0.

 

Principal loan amount $135,000 
Original issue discount  (30,000)
Issuance costs  (5,000)
Amortization of OID and issuance costs during the year  14,584 
     
Balance at December 31, 2016 $114,584 
Amortization of OID and issuance costs during the year  20,416 
Exchange of Note dated April 13, 2017 (See Note 8(F))  (135,000)
Balance at December 31, 2017 $- 

On May 1, 2014, the Company entered into a Securities Purchase Agreement with Adar Bay, LLC (“Adar Bay”) providing for the purchase of a Convertible Redeemable Note (the “AB Note”) in the aggregate principal amount of $100,000. The AB Note provided up to an aggregate principal amount of $100,000 (with the first note being in the amount of $50,000Argentum 47, Inc. and the second note being in the amount of $50,000 (together with any note(s) issued in replacement thereof orSubsidiaries

(Formerly known as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

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

The principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal under this Note would be due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest at the rate of 8%. This amount was not received and as on December 24, 2014 the note holder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled during the year ended December 31, 2014.

The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.00465, expected volatility of 474.25%, no expected dividends, over remaining term of 4 months and a risk-free interest rate of 0.040% resulting in a fair value per share of $0.0070 multiplied by the 8,403,170 shares that would be issued if the Note was exercised on the Effective Date. The fair value of the derivative liability as at December 31, 2015 was nil as this loan was fully converted into shares during the year ended December 31, 2015.

During the quarter ended December 31, 2014, after the initial 180 days, the Company repaid $13,000 in principal by the issuance of 518,498 shares of common stock priced between $0.08 to $0.0844 per share. As a result, a total of $13,000 of debt discount was amortized and $27,364 was recognized as loss on conversion into stock.

During the year ended December 31, 2014, a total interest of $2,518 was accrued and a total of $85,579 debt discount was amortized leaving an unamortized balance of $14,421. The fair value of derivative liability as on December 31, 2014 was $58,511, thereby recognizing a net loss of ($38,056) on derivative liability during the year ended December 31, 2014.

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

During the year ended December 31, 2015, total interest of $652 was accrued and a total of $14,421 debt discount was amortized leaving an unamortized balance of $0. The company recognized a net loss on derivative liability during the year ended December 31, 2015 of $(157). As of December 31, 2015, this convertible debt has been fully extinguished.

 

 JMJ FinancialOn December 6, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the year ended December 31, 2016, $833 of the debt issuance costs and $6,250 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $35,417.
On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated December 6, 2016. See Note 8 (F).
During the year ended December 31, 2017, $4,167 of the debt issuance costs and $31,250 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0.

Principal loan amount $167,500 
Original issue discount  (37,500)
Issuance costs  (5,000)
Amortization of OID and issuance costs during the year  7,083 
     
Balance at December 31, 2016 $132,083 
Amortization of OID and issuance costs during the year  35,417 
Exchange of Note dated June 5, 2017 (See Note 8(F))  (167,500)
Balance at December 31, 2017 $- 

On November 3, 2017, the Company secured from a private individual, a two-month non-convertible loan amounting to $16,000 GBP (equivalent to $21,075). The company agreed to pay one-off interest amounting to GBP 4,000 (equivalent to $5,269) upon maturity of the loan.
During the year ended December 31, 2017, the company recorded $5,269 as interest expense and the outstanding note balance amounted to $21,075 as of December 31, 2017.
Subsequent to the year ended December 31, 2017, due to default in payment on due date, the company recorded additional interest of $1,689, making the total accrued interest balance of $6,958. On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958.

 

On June 12, 2014, the Company issued a $250,000 convertible promissory note (the “JMJ Note”) to JMJ Financial, a Nevada sole proprietorship (the “Lender”). The JMJ Note provides up to an aggregate of $250,000 in gross proceeds. The JMJ Note matures on June 12, 2016, accrues interest of 12%, and is convertible into shares of common stock any time after the agreement was signed. The Conversion(F) Fixed Price Convertible Notes Payable

Following is the lessersummary of $.30 or 60%all fixed price convertible notes, net of debt discount, including the lowest tradeaccrued interest as at December 31, 2016:

Date of Note 

Principal

(net of debt discount)

  Accrued Interest  Total 
July 1, 2016 $47,353  $-  $47,353 
             
Balance, December 31, 2016 $47,353  $-  $47,353 
             

Following is the summary of all fixed price inconvertible notes, net of debt discount, including the 25 trading days previous to the conversion. The Note also contemplated a further 10% discount to market if the shares were not deliverable by Deposits/Withdrawalsaccrued interest as at Custodian (DWAC). Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The Company opted to receive only $55,000 of the possible $250,000.December 31, 2017:

Date of Note 

Principal

(net of debt discount and premium)

  Accrued Interest  Total 
February 6, 2017 $-  $-  $- 
February 23, 2017  -   -   - 
April 13, 2017  -   -   - 
June 5, 2017  248,737   -   248,737 
August 9, 2017  73,386   -   73,386 
November 15, 2017  79,038   819   79,857 
             
Balance, December 31, 2017 $401,161  $819  $401,980 

F-26

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

During the year ended December 31, 2014, after the initial 90 days, the Company repaid $7,500 in principal by issuance of 600,000 shares of common stock at $0.0300 per share. As a result, a total of $7,500 of debt discount was amortized and $6,078 was recognized as loss on conversion into stock. The fair value of the derivative liability as at December 31, 2015 was nil as this loan was fully converted into stock during the year ended December 31, 2015.

During the year ended December 31, 2014, a total interest of $13,972, other fees of $4,400 were incurred, an accrued interest of $18,372 was recognized and a total of $20,194 debt discount was amortized leaving an unamortized balance of $34,807. The fair value of derivative liability as on December 31, 2014 was $112,941, thereby recognizing a net loss of ($62,363) on derivative liability during the year ended December 31, 2014.

During the year ended December 31, 2015, the Company fully repaid $47,500 in principal and $18,372 of accrued original issue discount by the issuance of 103,313,129 shares of common stock priced between $0.0010 and $0.0065 per share. As a result, $57,039 was recognized as net gain on conversion into stock.

During the year ended December 31, 2015, a total debt discount of $34,805 was amortized leaving an unamortized balance of $0. The company recognized a net gain on derivative liability during the year ended December 31, 2015 of $190,844. As of December 31, 2015, this convertible debt has been fully extinguished.

 

 Asher Enterprises Inc.On August 27, 2015, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs.
On March 18, 2016, the Company entered into an exchange agreement with the same lender whereby original purchase agreement dated August 27, 2015 was exchanged with the new agreement to extend the loan repayment term until April 17, 2016. The total exchange price for $135,000 of principal of the old Note was as follows:

On September 9, 2013, the Company secured a nine-month convertible loan for $32,500 with an 8% interest rate due on June 11, 2014. The terms of the conversion will be a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opts to pay the loan back on or before the 9-month period ends, hence not converting the debt into equity; borrower shall make payment to the holder of an amount in cash (the “Optional Prepayment Amount”) equal to 130% of total amount due inclusive of principal and interest accrued. Between October and December of 2014, the note holder converted the loan by issuing 1,993,232 common shares of value $433,402 and recognizing a loss of $336,507 on conversion into stock.

During the year ended December 31, 2014, a total interest of $2,855 was paid and a total of $53,000 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on December 31, 2014 was $0, thereby recognizing a net gain of $9,105 on derivative liability during the year ended December 31, 2014.

 

 KMB Worldwide Inc.$135,000 principal of new Note, and
an issuance of 1,000,000 common shares to the lender as exchange shares.

 

The Company enteredAlso, in the new note, there was an addition of a conversion option that the lender has right at any time after the exchange date until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into Securities Purchase Agreement (the “Agreement”), dated ascommon shares of September 25, 2014, with KMB Worldwide Inc. On October 2, 2014, the Company received $32,500 fromat a secured nine month convertiblefixed conversion price of $0.025. There was no beneficial conversion feature as the conversion price was higher than the current market value of the Company´s stock at that time. Since a conversion option was added to the note in the March 18, 2016 modification, this modification was accounted for as a debt extinguishment on that date and $25,200 was recognized as loss on debt extinguishment.

On April 28, 2016, St. George decided not to opt for converting the principal loan signedto common shares. Instead, on September 29, 2014. TheApril 28, 2016, the Company renegotiated the loan carried an 8% interest rate and was due on June 29, 2015.terms, further extending the repayment to July 1, 2016. The terms of this further extension were a one-time 10% interest payment of $13,500 to be added to the conversion includedprincipal of $135,000 and the issuance of 3,000,000 common shares. The Company accounted for this further extension as a 42% discount to market baseddebt extinguishment of previous extension dated March 18, 2016 and $58,200 was recognized as loss on an average price calculateddebt extinguishment comprising of $13,500 of interest payment and $44,700 for issuance of 3,000,000 common shares of the Company valued at a fair value of $0.0149 on the 10 trading days priordate of new exchange.

On July 1, 2016, after receipt of $148,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the conversion date. IfMammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company opted to paySt. George Investments LLC in the amount of $148,500 dated April 28, 2016. The Company re-negotiated the loan back onterms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9-month convertible promissory note amounting to $163,350 dated July 1, 2016. The terms of this exchanged note were a one-time 10% increase in the principal loan of $14,850, increasing the principal sum from $148,500 to $163,350. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or before 180 days, hence not convertingany part of the debtoutstanding balance into equity, borrower should make payment tocommon shares of the holderCompany at a fixed conversion price of an amount in cash equal to 130% of total amount due inclusive of principal and interest accrued. On March 24, 2015, this note, the 8% per annum accrued interest and 130% premium was fully paid back to the note holder.

$0.017. The fair value of stock as on the derivative liabilitydate of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as at December 31, 2014, was determined using the Black Scholes option pricing modelconversion price is lower than the fair value of the Company´s stock as on July 1, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a quoted market price of $0.0080, a conversion price of $0.0045, expected volatility of 401.89%, no expected dividends, over remainingcorresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of 6 monthsthe note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 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$14,850 was exercisedfurther recognized as loss on the Effective Date.debt extinguishment.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

On September 16, 2016, the note holder partially converted $59,500 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,500,000 common shares to Mammoth Corporation.

On December 1, 2016, the note holder partially converted $53,850 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,167,647 common shares to Mammoth Corporation.

On February 2, 2017, the Company issued 5,000,000 common shares to Mammoth Corporation in order to settle remaining payable balance in full amounting to $50,000. The Company verbally agreed to a conversion price of $0.01 per share other than the contractual fixed price of $0.017 per share, in order to fully settle this obligation; thereby $39,324 was recognized as a loss on conversion of this note and remaining debt discount balance arising due to BCF amounting to $2,647 was fully amortized on the date of final conversion.

On February 6, 2017, the Company secured from a private individual, a nine-month fixed price convertible loan amounting to $60,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.012 per share. Fair value of the Company´s stock as on the date of the note was $0.0198. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Company´s stock as on February 6, 2017. The Company accounted for the difference arising due to BCF amounting to $39,000 as a debt discount with a corresponding effect to additional paid in capital.

 

During the year ended December 31, 2014, a total interest2017, the company fully amortized $39,000 of $657 was accrued and a total of $11,240 debt discount was amortized leavingbalance arising due to BCF. The company further recorded an unamortized balanceinterest expense of $21,259. The fair value of derivative liability as on December 31, 2014 was $51,613, thereby recognizing a net loss of ($19,112) on derivative liability$5,326 during the year ended December 31, 2014.

During2017. On December 27, 2017, the year ended December 31, 2015, total interestnoteholder decided to exercise his right of $10,325 was accrued and a totalconversion of $21,259 debt discount was amortized leavinginto common stock, hence the Company issued 5,443,836 common shares at an unamortized balanceagreed conversion price of $0. The fair$0.012 per share amounting to $65,326. Fair value of the derivative liability as of December 31, 20155,443,836 common stock issued on the conversion date was $0 as this loan was paid in full during the quarter ended March 31, 2015 and$0.0051 per share or $27,764. Therefore, the company recognized $37,562 as a gain on conversion of $51,613 on extinguishment of derivative liability balance.this note.

 

 Peter J. SmithOn February 23, 2017, St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC in the amount of $167,500 dated August 25, 2016. See Note 8 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated February 23, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of the Company stock as on the date of the note was $0.0179. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Company stock as on February 23, 2017. The Company accounted for the difference arising due to BCF amounting to $9,754 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated August 25, 2016 and $16,750 was recognized as loss on debt extinguishment.

 

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

F-28

 

On November 15, 2014, the board of directors agreed to modify the conversion terms of the loanArgentum 47, Inc. and extend the term until December 31, 2015. The new conversion terms are nowSubsidiaries

(Formerly known as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The Company has accounted for the corresponding debt discount, derivative liability, and gain on extinguishment attached to the note.

The fair value of the derivative liability as at December 31, 2014, was determined using the Black Scholes option pricing model with a quoted market price of $0.0080, a conversion price of $0.0063 expected volatility of 368.91%, no expected dividends, over remaining term of 1 year and a risk-free interest rate of 0.25% resulting in a fair value per share of $0.0075 multiplied by the 33,695,784 shares that would be issued if the Note was exercised on the Effective Date.

During the year ended December 31, 2014, the Company incurred interest expense of $21,037 and amortized $21,820 of debt discount for this convertible loan note leaving an unamortized balance of $173,138. The fair value of derivative liability as on December 31, 2014 was $254,043, thereby recognizing a net loss of ($59,085) on derivative liability during the year ended December 31, 2014.

During the year ended December 31, 2015, the Company converted full amount of convertible loan outstanding to Mr. Peter Smith into its common stock, which makes the outstanding convertible loan payable of $0 as at December 31, 2015.

During the year ended December 31, 2015, total interest of $11,555 was accrued and a total of $173,138 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on December 31, 2015, is recorded at $0 as the debt was fully converted into shares, thereby recognizing a net gain on derivative liability during the year ended December 31, 2015, of $128,481.

Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

 

Enzo Taddei

DuringOn March 28, 2017, the quarter ended March 31, 2013,note holder partially converted $50,000 of the note to the common shares of the Company converted $115,000at a conversion price of unpaid salary to a Convertible Loan Payable. This amount will be advanced for a term$0.0080925 per share, this particular conversion price was less than the agreed fixed price of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option$0.017, due to the company´s CFO to convert all or partnote entering into temporary default. As per the agreement, an event of default occurs when the closing bid price of the debt thatCompany stock falls below the agreed level of $0.0135. This default clause can be remedied by trading over $0.0135 for 4 consecutive trading days. As a result of this conversion, the Company maintains with them into restrictedissued 6,178,560 common shares at $1.20 per share.to Mammoth Corporation and $40,305 was recognized as a loss on conversion of this note.

 

On November 15, 2014,April 13, 2017, the board of directors agreed to modify the conversion termsnote holder partially converted $67,125 of the loan and extendnote to the term until December 31, 2015. The new conversion terms are now as follows: 50%common shares of the average 10 day closingCompany at a conversion price priorof $0.006565 per share. This conversion price was less than the agreed fixed price of $0.017, due to the conversion. This modification causednote entering into temporary default. As a result of this conversion, the initialCompany issued 10,224,676 common shares to Mammoth Corporation and $66,527 was recognized as a loss on conversion of this note to be deemed extinguished. The company has accounted forbased on the corresponding debt discount, derivate liability, and gain on extinguishment attached to the note.

The fair value of the derivative liability ascommon shares totaling to $133,652.

On May 12, 2017, the note holder partially converted $33,562 of the note to the common shares of the Company 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$0.00429 per share. This conversion price was less than the agreed fixed price of 368.91%, no expected dividends, over remaining term$0.017, due to the note entering into temporary default. As a result of 1 yearthis conversion, the Company issued 7,823,310 common shares to Mammoth Corporation and $54,981 was recognized as a risk-free interest rateloss on conversion of 0.25% resulting in athis note based on the fair value of the common shares totaling to $88,543.

On June 2, 2017, the note holder converted remaining balance of the note amounting to $33,563 to the common shares of the Company at a conversion price of $0.003575 per shareshare. This conversion price was less than the agreed fixed price of $0.0075 multiplied by$0.017, due to the 18,498,700note entering into temporary default. As a result of this conversion, the Company issued 9,388,252 common shares that would be issued if the Noteto Mammoth Corporation and $58,570 was exercisedrecognized as a loss on conversion of this note based on the Effective Date.fair value of the common shares totaling to $92,133.

 

During the year ended December 31, 2014,2017, the Company incurred $11,500 in interest expense andcompany fully amortized $11,979$9,754 of debt discount for this convertible loan notebalance arising due to BCF, leaving an unamortizedun-amortized debt discount balance of $95,051.$0 as of December 31, 2017.

On April 13, 2017, after receipt of $135,000 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $135,000 dated October 13, 2016. See Note 8 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $162,000 dated April 13, 2017. The terms of this exchanged note were a one-time 20% increase in the principal loan of $27,000, increasing the principal sum from $135,000 to $162,000. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of exchange was $0.0106. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on April 13, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated October 13, 2016 and $27,000 was recognized as loss on debt extinguishment.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

On July 10, 2017, the note holder partially converted $23,400 of the note to the common shares of the Company at a conversion price of $0.00234 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 10,000,000 common shares to Mammoth Corporation and $31,395 was recognized as a loss on conversion of this note based on the 0.0039 per share fair value of derivative liabilitythe 8,050,000 excess common shares issued.

On August 2, 2017, the note holder partially converted $20,400 of the note to the common shares of the Company at a conversion price of $0.00204 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 10,000,000 common shares to Mammoth Corporation and $31,540 was recognized as a loss on conversion of this note based on the 0.0038 per share fair value of the 8,300,000 excess common shares issued.

On September 11, 2017, the note holder partially converted $33,800 of the note to the common shares of the Company at a conversion price of $0.00169 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 20,000,000 common shares to Mammoth Corporation and $68,733 was recognized as a loss on conversion of this note based on the 0.004 per share fair value of the 17,183,333 excess common shares issued.

On October 25, 2017, the note holder partially converted $21,600 of the note to the common shares of the Company at a conversion price of $0.00108 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 20,000,000 common shares to Mammoth Corporation and $38,220 was recognized as a loss on conversion of this note based on the 0.0021 per share fair value of the 18,200,000 excess common shares issued.

On December 4, 2017, the note holder converted remaining note balance amounting to $62,800 to the common shares of the Company at a conversion price of $0.0013362 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 47,000,000 common shares to Mammoth Corporation and $250,600 was recognized as a loss on conversion of this note based on the 0.006 per share fair value of the 41,766,667 excess common shares issued. After this final conversion pertaining to this note, the outstanding convertible note balance amounted to $0 as of December 31, 2014 was $139,467, thereby recognizing2017.

On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated December 6, 2016. See Note 8 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated June 5, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of the note was $0.0071. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on June 5, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated December 6, 2016 and $16,750 was recognized as loss on debt extinguishment.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a repayment plan of six monthly installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the company continue to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net loss of ($32,437) on derivative liability during$2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively.

Subsequent to the year ended December 31, 2014.2017, the Company has timely repaid first two installments of $54,168 each relating to January 2018 and February 2018.

On August 9, 2017, the Company secured a 9 months fixed price convertible loan for $56,500 (see amendment discussed in above paragraph) carrying an original issue discount of $6,500. Interest will not be accrued on the outstanding principal balance unless an event of default occurs. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012 subject to change based on certain default provisions as defined in the Note. Fair value of the Company´s stock as on the date of issuance of this note was $0.0045. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on August 9, 2017.

During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,889.

On November 15, 2017, the Company secured a 9-month convertible loan for $53,000 carrying an original issue discount of $3,000 and an interest at the rate of 12% accrued on the outstanding principal balance. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a conversion price of 65% of the average of the lowest 2 trading prices during the ten trading days’ period ending on the latest trading day prior to the conversion date, subject to change based on certain default provisions as defined in the Note. The Company recorded this fixed discount of 35% as a premium on stock settled debt amounting to $28,538.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

During the year ended December 31, 2015,2017, $500 of the Company converted full amount of convertible loan outstanding to Mr. Enzo Taddei into its common stock, which makes the outstanding convertible loan payable of $0 as at December 31, 2015.

During the year ended December 31, 2015, a total interest of $5,742 was accrued and a total of $95,052 debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0.$2,500. The fair valueCompany also recorded an accrued interest expense of derivative liability as on December 31, 2015 is recorded at $0 as the debt was fully converted into shares, thereby recognizing a net loss on derivative liability$819 during the year ended December 31, 20152017. The outstanding convertible note balance amounted to $53,000 and the premium on stock settled debt amounted to $28,538 as of $78,284.December 31, 2017.

Subsequent to the year ended December 31, 2017, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, on January 17, 2018, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note.

 

Note 9 - Income Taxes

 

The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 35% as follows:

 

  2015  2014 
       
Income Tax provision (benefit) at statutory rate: $86,603  $(777,745)
         
Increase (decrease) in income tax due to:        
Non-Taxable foreign earnings / losses  (402,915)  328,503 
Amortization of debt discount  30,473   93,008 
Loss on derivative liability  88,315   47,591 
Loss on conversion of notes  328,464   129,482 
Stock based compensation  54,539   65,196 
Other non-deductible expenses  -   509 
Change in valuation allowance  (185,478)  113,457 
         
Total $-  $- 

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

  2017  2016 
       
Income Tax (benefit) provision at statutory rate: $(1,298,911) $(5,600)
         
Increase (decrease) in income tax due to:        
 Non-Taxable foreign earnings / losses  596,027   (99,306)
 Amortization of debt discount  43,929   41,987 
 Impairment loss on investments at cost  560,468   - 
 Loss on conversion of notes  224,890   - 
 Loss on conversion of accounts payable  -   384 
 Stock based compensation  -   19,821 
 Gain on sale of subsidiary  (8,068)  - 
 Gain on sale of marketable securities  (6,598)  - 
 Change in valuation allowance  (108,904)  42,714 
Total $2,832  $- 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income taxes.

 

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

 

 2015 2014  2017  2016 
          
Deferred tax assets (liabilities), current $-  $-  $-  $- 
                
Deferred tax assets (liabilities), non-current                
Net operating loss carryforward $66,190  $251,668 
Net operating loss carry-forward $-  $108,904 
Valuation allowance $(66,190) $(251,668)  -   (108,904)
 $-  $-  $-  $- 
                
Net deferred tax assets (liabilities) $-  $-  $-  $- 
Non-current assets (liabilities) $-  $-  $-  $- 
 $-  $-  $-  $- 

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

The US parent entity´s expenses are funded by the foreign subsidiaries through a management fee, which is, included in the US parent´s unconsolidated US annual income tax return as taxable revenues.

 

The Company has not recorded deferred income taxes applicable to undistributed earnings of the foreign subsidiaries because there are cumulative losses in those subsidiaries through December 31, 2015.2017. In the future, the Company does not intend to record deferred income taxes applicable to undistributed future earnings of the foreign subsidiaries because it is the present intention of management to reinvest the undistributed earnings indefinitely in those foreign subsidiaries.

 

In assessing the realizability of deferred tax assets, management considers that whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2015 and 2014,2016, a valuation allowance of approximately $(108,904) was provided in the accompanying financial statements based upon the levels of historical taxable income and the limited experience of the Company, the Company believesbelieved 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, aAs of December 31, 2017, all of the valuation allowance amounting to $(108,904) has been applied to the current years’ income tax computation of $111,736; thereby a provision for income tax of approximately $(66,190) and $(251,668)$2,832 has been provided in the accompanying financial statements as of December 31, 2015 and 2014, respectively.

At December 31, 2015, the Company had approximately $189,000 of US net operating loss carryforwards that will expire starting in 2033.2017.

 

The Company is not subject to any foreign income taxes for the years ended December 31, 20152017 and 2014.2016. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for 2012, 2013the 2015, 2016 and 20142017 tax years.

 

Note 10 - Stockholders’ Equity (Deficit)

 

(A) Redeemable Preferred Stock

Series “A” Convertible Preferred Stock

 

On November 30, 2011, the Company authorized and designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred shares. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows:

 

 Voting Rights: 10 votes per share (votes along with common stock);
   
 Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance;
   
 Dividend Rights: None;
   
 Liquidation Rights: None

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014

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

Redeemable at a fixed or determinable price on a fixed or determinable date,
Redeemable at the option of the holder, or
Redeemable based on conditions outside the control of the issuer.

The Series “A”, convertible preferred stock was redeemable on December 1, 2014 and it was presented on the balance sheets as “Redeemable Preferred Stock” in a manner consistent with temporary equity as at December 31, 2014. There were no other features associated with this class of redeemable preferred stock, which require disclosure. As at December 31, 2014, there were 1,983,332 series “A” preferred shares issued and outstanding. The carrying amount and redemption amount was $1,020,000 as at December 31, 2014.

 

On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the company that held these Preferred Shares, returned theall 1,983,332 series “A” preferred sharesShares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the company at zero cost with no gain or loss recognized.

 

On July 15, 2015 the designation of the 5,000,000 Series “A” preferred shares was withdrawn.

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

Series “B” Convertible Preferred Stock

On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following:

Voting Rights: 10 votes per share (votes along with common stock);
Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance. Pursuant to two funding agreements entered into in 2018, the management contractually agreed to not convert or sell any of these preferred shares until September 27, 2020;
Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend.
Liquidation Rights: None

On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively.

Series “C” Convertible Preferred Stock

On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” convertible preferred shares. The Certificate of Designation stated the following:

Voting Rights: 100 votes per share (votes along with common stock);
Conversion Rights: Each share of Series “C” Preferred is convertible at any time, and from time to time, into one hundred (100) shares of common stock 1 day after the third anniversary of issuance;
Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “C” Preferred share will be entitled to receive an equivalent dividend as if the Series “C” Preferred stock had been converted into common stock prior to the declaration of such dividend.
Liquidation Rights: None

On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. (See Note 8(C))

(B) Common Stock

 

During the year ended December 31, 2015,2016, the Company issued 739,894,82548,309,802 common shares valued at their fair value of $3,181,479 in exchange for conversion of promissory notes, accrued interest, accrued salaries, and commission of $1,344,629 and related derivative liabilities of $1,102,928, thereby recognizing a net loss on conversion of $733,922.cancelled 450,000,000 common shares as follows:

 

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

Effective August 3, 2015, the Company again amended its Articles of Incorporation (Article 3) to increase the number of shares of common stock available to issue from 500,000,000 to 1,000,000,000.

(C) Notes Receivable Common

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

 F-29350,000 common shares were issued at a fair value of $5,005 in exchange for conversion of fee payable to the Company’s consultants amounting to $5,250, thereby recognizing a gain on conversion of $245. (See Note 8 (A)).
   
25,483,255 common shares were issued at a fair value of $526,007 in exchange for conversion of accrued salaries of $524,665, thereby recognizing a net loss on conversion of $1,342. (See Note 8 (A&C)).

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc. and Subsidiary)

Notes to Consolidated Financial Statements

December 31, 20152017 and 20142016

4,000,000 common shares were issued to St. George Investments LLC at a fair value of $69,900 in lieu of exchange fee for a loan note. (See Note 8(F)).
6,667,647 common shares were issued to Mammoth Corporation at a fixed conversion price of $0.017 per share as a result of a partial conversion of a loan note amounting to $113,350. (See Note 8(E)).
10,000,000 restricted common shares under SEC Rule 144 to a non-affiliated private investor at $0.0135 per share or $135,000.
1,808,900 common shares were issued to a couple of vendors against services received by the Company as per the agreements signed with them.
On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively.

During the year ended December 31, 2017, the Company issued 151,058,634 common shares because of conversions of three convertible notes in following manner:

5,000,000 common shares were issued to Mammoth Corporation at a verbally agreed conversion price of $0.01 per share as a result of a partial conversion of a convertible note no. 1 amounting to $50,000 with the common shares valued at their fair value of $89,324 based on the quoted trading price. See Note 8(F)
6,178,560 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.0080925 per share as a result of a partial conversion of a convertible note no. 2 amounting to $50,000 with the common shares valued at their fair value of $90,305 based on the quoted trading price. See Note 8(F)
10,224,676 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.006565 per share as a result of a partial conversion of a convertible note no. 2 amounting to $67,125 with the common shares valued at their fair value of $133,652 based on the quoted trading price. See Note 8(F)
7,823,310 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00429 per share as a result of a partial conversion of a convertible note no. 2 amounting to $33,562 with the common shares valued at their fair value of $88,543 based on the quoted trading price. See Note 8(F)
9,388,252 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.003575 per share as a result of a partial conversion of a convertible note no. 2 amounting to $33,563 with the common shares valued at their fair value of $92,133 based on the quoted trading price. See Note 8(F)
10,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00234 per share as a result of a partial conversion of a convertible note no. 3 amounting to $23,400 with the common shares valued at their fair value of $54,795 based on the quoted trading price. See Note 8(F)
10,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00204 per share as a result of a partial conversion of a convertible note no. 3 amounting to $20,400 with the common shares valued at their fair value of $51,940 based on the quoted trading price. See Note 8(F)
20,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00169 per share as a result of a partial conversion of a convertible note no. 3 amounting to $33,800 with the common shares valued at their fair value of $102,533 based on the quoted trading price. See Note 8(F)

Argentum 47, Inc. and Subsidiaries

(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

20,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00108 per share as a result of a partial conversion of a convertible note no. 3 amounting to $21,600 with the common shares valued at their fair value of $59,820 based on the quoted trading price. See Note 8(F)
47,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.0013362 per share as a result of a final conversion of a convertible note no. 3 amounting to $62,800 with the common shares valued at their fair value of $313,400 based on the quoted trading price. See Note 8(F)
5,443,836 common shares were issued to private lender at an agreed conversion price of $0.012 per share as a result of a conversion of a convertible note amounting to $65,326 with the common shares valued at their fair value of $27,764 based on the quoted trading price. See Note 8(F)

 

Note 11 - Related Party Transactions

 

Following is the list of related partiesOn November 11, 2016, certain Officers and their relationships with the Company for the years ending on December 31, 2015 and 2014:

NameRelationship
Mr. Charles D. TaylorDirector and Chairman of the Board
Mr. Peter J. SmithPresident, Chief Executive Officer and Director
Mr. Enzo TaddeiChief Financial Officer, Secretary and Director
Mr. Patrick V. DolanNew Business Development Managing Director and Director
Alpha 1066, Inc.Majority owned by two officers of the Company

On July 1, 2015, the Company entered into a consultancy agreement valued at $148,000 with a Nevada Corporation that is majority owned by the two officersDirectors of the Company Mr. Peter Smith and Mr. Enzo Taddei. exchange 450,000,000 shares of Common Shares held by them for 45,000,000 Series “B” Preferred Stock. (See Note 10(A)).

During the year ended December 31, 2015,2016, the Company received $148,000 in cash as per the agreementissued certain Officers and has provided the relevant consultancy services in due courseDirectors 22,200,680 shares of the business, thereby recognizing it as revenue from related party in the income statement.Common Stock for $459,013 of accrued salaries. (See Note 10(B) and 8(C)).

 

On October 7, 2015,September 26, 2017, all of the officers and directors of the Company employed and appointed Mr. Charles Taylor as Chairmandecided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of the Board of Directors under a renewable employment agreement (initially) for a period of six months. On October 16, 2015, the Company issued 1,000,000 shares of restricted$0.001 per share having an equivalent common stock valued at a fair value of $0.0419$0.0028 per share or $41,900 to Mr. Charles Taylor upon conversion$672,000 at the date of agreed salaryissuance of preferred stock. This resulted in a stock based compensation into equityexpense of $40,000.$432,000. (See Note 8(C))

 

As discussed in Note 8(b), 8(c) and 8(d), following is the breakdown of related party balances as onAt December 31, 20152017 and 2014:2016, there were accounts payable and accrued liabilities due to related parties. (See Note 8(C & D)).

  12/31/2015  12/31/2014 
Accounts payable and accrued liabilities – related parties $203,609  $360,984 
Short term loans payable – related parties  -   58,595 
Accrued interest – related parties  -   56,873 
Short term convertible notes – related parties (Net of unamortized discount of $268,189)  -   33,800 
         
  $203,609  $510,252 

 

Note 12 - Commitments and contingencies

 

Contingencies

On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repaid 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a for a five month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The Company is currently in litigation, in the courts of Dubai, regarding the Able Foundation loan.

On October 9, 2013, the Company secured a two-month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also 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 restricted shares of common stock in consideration for a for a five-month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013.

 

The plaintiff, the Able Foundation, iswas requesting a settlement of $411,272, which iswas the $226,616 currently owed by the Company at that time, and an additional $184,656 accrued in 2015 as a provision for potential damages (see(See Note 8(e)8(E)).

 

On June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. Currently,At March 31, 2017, there iswas a judgment against the Company (the defendant) for the recovery of $411,272.

Argentum 47, Inc. and Subsidiaries

The(Formerly known as Global Equity International, Inc.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

During 2015 and 2016, the Company’s Dubai lawyers, Al Safar & Partners, has subsequentlyhad appealed this judgementjudgment various times based on the fact that they believebelieved from a legal stand point that:

 

 1)the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “AudiAudi Alteram Partem”Partem.
   
 2)there is no legal existence of Global Equity Partners Plc. in Dubai, as it is a Republic of Seychelles corporationcorporation; hence, the Courts of Dubai have no jurisdiction in the matter.

According to the Dubai lawyers, the judgement issued against the Company (the defendant)All prior appeals were rejected by the Dubai First Instance Court bears no legality and void thereforeCourts, however a new appeal against the Plaintiff´s claim should be rejectedformal execution of this judgement was filed in its entirety.

These legal proceedings and appeal are currently ongoing. The Company intends to vigorously defend the litigation.September 2016. At this time,March 31, 2017, the Company cannot predictwas in litigation, in the outcomecourts of Dubai, regarding the litigation.

Global Equity International, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2015 and 2014Able Foundation loan.

 

On October 7, 2015,June 5, 2017, a citizen of Republic of Thailand assumed the above total amount of $411,272 by way of a stock purchase and debt assumption agreement; hence, the Company’s liability and respective litigation in respect of this loan was transferred to the acquiring individual (See Note 5).

On March 6, 2018, the Company renewed its rent agreement for its head office atprovided the Dubai forattorneys with a further periodsigned, stamped and apostilled Certificate of two years amountingIncumbency issued by the Seychelles Authorities. This Certificate of Incumbency stated that as of June 5, 2017, the company, Global Equity Partners Plc., was sold to a rentalcitizen of $31,850 per annum for the first year (from November 2015 until October 2016)Republic of Thailand and $35,035 forthat the second year (from November 2016 until October 2017). This agreement is further renewable for a periodnew owner assumed his role as sole shareholder and sole director of one year at 5% higher thanGlobal Equity Partners Plc. as of the current rent.date of sale.

To date, the Dubai attorneys are in the process of transferring the entire court case to the new owner of Global Equity Partners Plc.

Aside from the above matter, we are not subject to any other pending or threatened litigation.

From time to time, we may be involved in litigation or disputes relating to claims arising out of our operations in the normal course of business. As of March 31, 2017, we were in dispute with a former client regarding certain payments that we made on behalf of this former client. On June 5, 2017, the underlying deferred revenue liability was transferred to the acquiring individual as part of the stock purchase and debt assumption agreement. (See Note 5)

Commitments

On November 6, 2017, the Company renewed its rent agreement for its head office at Dubai for a further period of one year amounting to a reduced rental of $29,942 per annum (from November 2017 until October 2018). This agreement is further renewable for a period of one year at 5% higher than the current rent. Rent expense for the year ended December 31, 2017 and 2016 was $34,184 and $32,349, respectively.

 

Note 13 - Subsequent events

 

On January 12, 2018, the Company converted its investment in 136,000 preferred shares of Duo World Inc., to 1,366,000 common shares.

On February 29, 2016, the Company paid 363,400 preferred shares of Duo World

On January 12, 2018, the Company secured a 12-months fixed price convertible loan, from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. (See below for funding on this note)
On January 12, 2018, the Company secured a 12-months fixed price convertible loan, from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. (See below for funding on this note)

Argentum 47, Inc., which the Company was holding as an investment, to Yenom (Pvt.) Ltd. (“Yenom”). This issuance was for full and final payment of a commission due to Yenom for the introduction, in 2014, of Duo Software Limited a fully owned subsidiary of Duo World Inc.Subsidiaries

On March 7, 2016, GE Professionals DMCC, a fully owned subsidiary of Global Equity Partners Plc., which, in turn, is a fully owned subsidiary of(Formerly known as Global Equity International, Inc., rendered its first invoice for a contract valued at $53,123 for an employment placement in a senior managerial role of a reputable Construction Company based in the Middle East.)

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

 

On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. This particular Convertible Note issued to Xantis Private Equity Fund will mature on January 13, 2019 as January 12, 2018 was the date that the funds were effectively wired to the Company.
On January 17, 2018, the Company opted for the prepayment of Power up Lending Group Note No.1 by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $63,233 as a full and final settlement of this convertible note.
On January 17, 2018, as per the rider agreement between the Company and the Mammoth Corporation dated December 4, 2017, the Company repaid Mammoth the first of six equal installments amounting to $54,168.
On January 19, the Company paid the entire outstanding penalty and accrued interest amounting to $5,390.41 to the IRS.
On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958 pertaining to the non-convertible two-month loan note dated November 3, 2017.
On January 23, 2018, the Company received it a first tranche of funding from William Marshal Plc. amounting to $100,000. This particular Convertible Note issued to William Marshal Plc. will mature on January 24, 2019.
On February 14, 2018, as per the rider agreement between the Company and the Mammoth Corporation dated December 4, 2017, the Company repaid Mammoth the second of six equal installments amounting to $54,168.
On February 20, 2018, the United Kingdom Financial Conduct Authority approved the eventual change of control of one of the financial advisory firms that will be acquired by the Company in the North East of the United Kingdom. This Notice of Change of control will allow the Company´s UK subsidiary, Argentum 47 Financial Management Limited and its directors to incur in such acquisition hence legally control and manage the business once acquired.
On March 6, 2018, the Company filed a definitive schedule 14c, information statement, with the SEC regarding the company name change.
On March 29, 2018, the Company´s name change from Global Equity International Inc. to Argentum 47, Inc. was deemed effective.
On March, 29, 2018, the Secretary of State of Nevada authorized the company name change to Argentum 47, Inc.
On March 29, 2018, FINRA authorized our trading symbol change from GEQU to ARGQ. This new trading symbol was effective on April 2, 2018.
On March 29, 2018, one of the Company´s directors, Mr. Patrick V. Dolan, resigned his position as a member of the Board of Directors.

On March 14, 2016, the Company received 2,271 common shares in one of its clients based in Switzerland, as per the consultancy agreement, in lieu of contractual services provided.

EXHIBIT INDEX

 

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

 

Exhibit No. Document Description
   
2* Plan and Agreement of Reorganization dated November 15, 2010, among Global Equity International, Inc. (now known as Argentum 47, Inc.), Global Equity Partners PLCPlc. and Stockholders of Global Equity Partners LLCPlc.
   
3.1* Articles of Incorporation
   
3.(i).2** Certificate of Amendment to Articles of Incorporation, effective February 16, 2015.
   
3.(i).3****** Certificate of Amendment to Articles of Incorporation, effective August 14, 2015.
3.(i).4*******Certificate of Amendment to Articles of Incorporation, effective March 29, 2018.
   
3.2* Bylaws
   
4.1**** Certificate of Designation of Series “B” Convertible Note, dated November 22, 2013, in the principal amount of $450,000, made by Global Equity International, Inc. and payable to Mr. Jason St. Pierre.Preferred Stock
   
4.2***** Certificate of Amendment to Certificate of Designation of Series A“C” Convertible Preferred Stock
   
10.1******* Employment Agreement dated JanuarySeptember 1, 2016 withbetween GEP Equity Holdings Limited and Peter J. Smith.
   
10.2*******Employment Agreement dated January 1, 2016, with Enzo Taddei.
10.3******* Employment Agreement dated MarchSeptember 1, 2016 with Patrick V. Dolan.
10.4*******Employment Agreement dated October 7, 2015, with Charles Taylor.
10.5*Consulting Agreement between GlobalGEP Equity Partners Plc.Holdings Limited and RFC K.K. dated October 19, 2011
10.6*Consulting Agreement between Global Equity Partners Plc. and M1 Luxembourg AG dated December 20, 2010.
10.7****

Consulting Agreement, dated May 25, 2012, between the Company and Regis Card Limited

10.8****Consulting Agreement, dated December 12, 2012, between the Company and Energy Solutions BV
10.9****Consulting Agreement, dated November 20, 2012, between the Company and Innoveas AG
10.10****Consulting Agreement, dated December 5, 2012, between the Company and Scorpion Performance, Inc.
10.11*****

Consulting Agreement, dated February 23, 2015, between the Company and Unii Limited. 

Enzo Taddei.
   
14* Code of Business Conduct and Ethics adopted on September 2, 2011
   
21******* Subsidiaries
   
31.1******* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
   
31.2******* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
   
32.1******* 906 Certification of Principal Executive Officer
   
32.2******* 906 Certification of Principal Financial Officer
   
* 

Incorporated by reference to the Company’s Form 10 Registration Statement filed with the Commission on December 1, 2011, and as subsequently amended.

   
** Incorporated by reference to the Company’s Form 8-K filed with the Commission on February 17, 2015.
   
*** Incorporated by reference to the Company’s Form 8-K filed with the Commission on November 29, 2013.August 25, 2015.
   
**** 

Incorporated by reference to the Company’s Form 10-K Annual Report8-K filed with the Commission on April 16, 2013.

November 14, 2016.
  
***** 

Incorporated by reference to the Company’s Form 10-K Annual Report8-K filed with the Commission on April 14, 2015.

September 20, 2017.
   
****** 

Incorporated by reference to the Company’scompany’s Form 8-K10-K filed with the Commission on August 25, 2015.

March 23, 2017.
   
******* Filed herewith.

58

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended reportAnnual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 Global Equity International,Argentum 47, Inc.
   

Dated: March 18, 2016April 6, 2018

By:/s/ Peter J. Smith
 Peter J. Smith
 Its:President and Chief Executive Officer

 

In accordance with the Securities Exchange Act of 1934, this amended reportAnnual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Dated: March 18, 2016April 6, 2018

By:/s/ Peter J. Smith
 Peter J. Smith
 Its:President and Chief Executive Officer and Director
  Director (Principal(Principal Executive Officer)
   

Dated: March 18, 2016April 6, 2018

By:/s/ Enzo Taddei
 Enzo Taddei
 Its:Chief Financial Officer, Secretary and Director
  Director (Principal(Principal Financial Officer and Principal Accounting Officer)

Dated: March 18, 2016By: /s/ Patrick V. Dolan
Patrick V. Dolan
Its:Managing Director

Dated: March 18, 2016By: /s/ Charles Taylor
Charles Taylor
Its:Chairman of the Board of Directors