Global Equity International, Inc.
23 Frond "K" Palm Jumeirah
Dubai, UAE
February 8, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Jennifer Gowetski, Senior Counsel
Sandra B. Hunter, Staff Attorney
Kevin Woody, Accounting Branch Chief
Mark Rakip, Staff Accountant
Re: Global Equity International, Inc.
Amendment No.1 to Form 10-12G
Filed January 12, 2012
File No. 000-54557
Dear Madam or Sir,
This letter is in response to your letter to me of January 31, 2012,
regarding the above referenced matter ("Comment Letter"). Our revised filing is
attached.
Our responses to the Comment Letter follow:
GENERAL
1. WE NOTE YOUR RESPONSE TO COMMENT 3 OF OUR LETTER DATED DECEMBER 29, 2011. WE
HAVE REFERRED YOUR ANALYSIS TO THE DIVISION OF INVESTMENT MANAGEMENT FOR FURTHER
REVIEW. THE DIVISION OF INVESTMENT MANAGEMENT MAY HAVE FURTHER COMMENT.
Response:
Acknowledged.
ITEM 1. BUSINESS, PAGE 1
HISTORICAL BUSINESS TRANSACTED, PAGE 3
2010 TRANSACTIONS, PAGE 3
2. WE NOTE YOUR DISCLOSURE REGARDING YOUR CONTRACT WITH M1 LUXEMBOURG AG AND
THAT YOU RENEGOTIATED YOUR FEE TO TAKE 2,000,000 SHARES OF COMMON STOCK VALUED
AT $1,086,160. IT APPEARS THAT THE STOCK WAS LAST QUOTED IN AUGUST, 2011 AT
$0.04 PER SHARE, AND THE BORSE FRANKFURT WEBSITE INDICATES THAT THE COMPANY WAS
DELISTED ON NOVEMBER 15, 2011. PLEASE REVISE TO DISCLOSE THIS INFORMATION,
PROVIDE A CURRENT VALUE FOR THE STOCK AND DESCRIBE HOW THE DELISTING HAS
IMPACTED THE VALUE OF THIS ASSET. IN ADDITION, PLEASE REVISE YOUR RISK FACTORS
AND RESULTS SECTIONS AS APPLICABLE.
Response:
In response to this comment, we have revised our disclosures in our amended
filing to discuss the delisting of M1 Luxembourg's shares and the loss incurred
as a result of the delisting. See pages 3, 10 and 13 of our amended filing.
3. WE NOTE YOUR DISCUSSION OF GROSS REVENUES FOR THE FISCAL YEAR ENDED DECEMBER
31, 2011. AS YOUR MOST RECENT FINANCIAL STATEMENTS ARE AS OF AND FOR THE PERIOD
ENDED SEPTEMBER 30, 2011, PLEASE TELL US WHY YOU HAVE INCLUDED SUCH FINANCIAL
INFORMATION.
Response:
In response to this comment, we have deleted the fourth quarter revenues from
the table on page 4 of our amended filing.
NEW BUSINESS TRANSACTED IN 2011, PAGE 4
4. WE NOTE YOUR RESPONSE TO COMMENT 6 OF OUR LETTER DATED DECEMBER 29, 2011 AND
THE REVISED DISCLOSURE THAT YOU WILL RECEIVE A 10% EQUITY STAKE IN RFC K.K.,
BLACK SWAN DATA LIMITED AND ARROW CARS SL IN THE EVENT YOU ASSIST THEM IN
ACQUIRING A TARGET BUSINESS. PLEASE REVISE TO EXPLAIN WHAT YOU MEAN BY "A TARGET
BUSINESS." IN THIS REGARD, WE NOTE THE AGREEMENTS FILED AS EXHIBITS, WHICH
REFERENCE A "SUCCESSFUL QUOTATION ON THE STOCK MARKET." PLEASE CLARIFY WHETHER
THE TARGET BUSINESSES RELATE TO THIS QUOTATION AND DESCRIBE THE SERVICES YOU
PROVIDE THAT RESULT IN A SUCCESSFUL QUOTATION ON THE STOCK MARKET.
Response:
In response to this comment, we have revised our disclosure on pages 4, 5 and 6
of our amended filing in order to clarify what we mean by a "target business"
and to describe the services we will provide to these three clients.
FUTURE PLANS, PAGE 5
5. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 7 AND YOUR UPDATED DISCLOSURE. PLEASE
TELL US HOW YOUR FINANCIAL PROJECTIONS COMPLY WITH RULE 10(B) OF REGULATION S-K
AND RULE 11- 03 OF REGULATION S-X.
Response:
In response to this comment, we have deleted the financial projections.
EMPLOYEES; IDENTIFICATION OF A SIGNIFICANT EMPLOYEE, PAGE 7
6. WE NOTE YOUR RESPONSE TO COMMENT 8 OF OUR LETTER DATED DECEMBER 29, 2011 IN
WHICH YOU INDICATE THAT PINO BALDASSARRE, YOUR CORPORATE SECRETARY, IS NOT
CONSIDERED AN EMPLOYEE. WE FURTHER NOTE YOU INDICATE THAT MR. BALDASSARRE
PROVIDES OFFICE SPACE FREE OF CHARGE AND THAT HE DOES NOT RECEIVE COMPENSATION.
PLEASE REVISE TO MORE SPECIFICALLY DESCRIBE YOUR RELATIONSHIP TO MR. BALDASSARRE
AND CLARIFY WHETHER HE RECEIVES ANY FEES.
Response:
In response to this comment, we have revised our disclosure in the section
entitled "Employees ..." on page 8 of our amended filing to state that Mr.
Baldassarre is not an employee and has received no compensation from the
Company. We have also added 2011 compensation information on pages 22 and 23 of
our amended filing, which reflect that we did not pay any compensation to Mr.
Baldassarre in 2009, 2010 or 2011.
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ITEM 2. FINANCIAL INFORMATION, PAGE 11
2010 TRANSACTIONS, PAGE 11
7. WE NOTE YOU INDICATE ON PAGE 12 THAT YOU PAID $88,852 IN COMMISSIONS TO
PERSONS WHO INTRODUCED YOU TO TWO OF YOUR CLIENTS. WE FURTHER NOTE YOU INDICATE
ON PAGE 13 THAT YOU PAID ANOTHER COMMISSION. PLEASE REVISE YOUR DISCLOSURE TO
IDENTIFY THE PERSONS WHO RECEIVED SUCH COMMISSIONS AND THE AMOUNT OF EACH
COMMISSION.
Response:
In response to this comment, we have revised our disclosure in the section
entitled "Results for the Year Ended December 31, 2010" on page 13 of our
amended filing to disclose the identities of the persons to whom we paid such
commissions and the amounts thereof.
8. WE NOTE YOUR RESPONSE TO COMMENT 13 OF OUR LETTER DATED DECEMBER 29, 2011. WE
CONTINUE TO BELIEVE THAT YOU SHOULD REVISE YOUR DISCLOSURE REGARDING THE
COMPANY'S PLAN OF OPERATIONS FOR THE NEXT 12 MONTHS. PROVIDE DETAILS OF YOUR
SPECIFIC PLAN OF OPERATIONS, INCLUDING DETAILED MILESTONES, THE ANTICIPATED TIME
FRAME FOR BEGINNING AND COMPLETING EACH MILESTONE, THE ESTIMATED EXPENSES
ASSOCIATED WITH EACH MILESTONE AND THE EXPECTED SOURCES OF SUCH FUNDING. FOR
EXAMPLE PURPOSES ONLY, WE NOTE YOU INDICATE THAT YOU ANTICIPATE SIGNING UP THREE
CLIENTS BY THE END OF FEBRUARY. PLEASE DESCRIBE THE STEPS YOU INTEND TO TAKE TO
LOCATE THREE NEW CLIENTS AND THE EXPENSES RELATED TO THIS.
Response:
In response to this comment, we have revised our disclosures on pages 7, 8, 15
and 16 detailing as best we can our milestones, estimated expenses associated
with achieving our milestones and the expected sources of such funding.
9. PLEASE DISCLOSE THE REASON M1 LUXEMBOURG AG AND MONKEY ROCK GROUP AGREED TO
GIVE YOU SHARES OF COMMON STOCK WITH A VALUE WELL IN EXCESS OF THE FEES PAYABLE
TO YOU.
Response:
In response to this comment, we have revised our disclosures on pages 3 and 4 of
our amended filing by stating that the reason for us receiving the shares with
values well in excess of the fees payable to us was because the shares of those
companies were thinly traded, highly volatile as to price fluctuations and we
had no guarantee the shares would continue to be listed, quoted or traded.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PAGE 19
10. WE NOTE YOUR RESPONSE TO COMMENT 18 OF OUR LETTER DATED DECEMBER 29, 2011.
PLEASE REVISE YOUR DISCLOSURE TO PROVIDE ALL THE CORPORATE NAMES OF "BELGRAVIA
FINANCIAL MANAGEMENT," IDENTIFY THE COMPANY THAT WAS QUOTED ON AN AMERICAN
EXCHANGE AND IDENTIFY THE EXCHANGE.
Response:
In response to this comment, we have revised our disclosure on page 19 of our
amended filing to clarify the names of the Belgravia entity and to state that it
merged with Tally Ho Ventures in 2005. Our prior use of the term "floated" was
meant to mean that the company's shares were quoted on the OTCBB and at one time
had a market capitalization of $40,000,000.
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11. WE NOTE YOUR RESPONSE TO COMMENT 20 OF OUR LETTER DATED DECEMBER 29, 2011.
WE NOTE YOU CONTINUE TO INDICATE THAT MR. BALDASSARRE HAS HELD POSITIONS WITH
THE LOGICA GROUP, INTELLIKEY CORPORATION FLORIDA AND PACIFIC ENTRANCE SYSTEMS.
WE THEREFORE REISSUE OUR PRIOR COMMENT IN PART. PLEASE REVISE YOUR DISCLOSURE TO
PROVIDE THE PRINCIPAL BUSINESS OF ANY ORGANIZATION WHERE EMPLOYMENT WAS CARRIED
ON, AS WELL AS THE DATES OF EMPLOYMENT. PLEASE REFER TO ITEM 401(D) OF
REGULATION S-K.
Response:
In response to this comment, we have deleted some of the biographical
information for Mr. Baldassarre and limited such information to the last five
years of employment.
ITEM 6. EXECUTIVE COMPENSATION, PAGE 23
12. PLEASE UPDATE YOUR SUMMARY COMPENSATION TABLE ON PAGE 23 TO INCLUDE
DISCLOSURE FOR THE 2011 COMPLETED FISCAL YEAR. PLEASE REFER TO ITEM 402(N) OF
REGULATION S-K.
Response:
In response to this comment, we have revised our disclosure in Item 6 by adding
2011 compensation figures.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES, PAGE 27
13. WE NOTE YOUR RESPONSE TO COMMENT 25 OF OUR LETTER DATED DECEMBER 29, 2011.
PLEASE REVISE YOUR DISCLOSURE TO BRIEFLY DESCRIBE THE SERVICES RENDERED TO THE
COMPANY BY MS. TARDON VALUED AT $50,000.
RESPONSE:
In response to this comment, we have revised our disclosure on page 27 of our
amended filing to describe the services provided by Ms. Tardon.
14. WE NOTE YOUR RESPONSE TO COMMENT 26 OF OUR LETTER DATED DECEMBER 29, 2011.
PLEASE REVISE YOUR DISCLOSURE TO BRIEFLY STATE THE FACTS RELIED UPON TO MAKE THE
REGULATION S EXEMPTION AVAILABLE. PLEASE REFER TO ITEM 701(D) OF REGULATION S-K.
Response:
In response to this comment, we have revised our disclosure on pages 27 to 31 to
show the facts relied upon to make the exemption of Regulation S available in
compliance with Category 3 of Rule 903.
ITEM 11. DESCRIPTION OF SECURITIES, PAGE 31
PREFERRED STOCK, PAGE 31
15. WE NOTE YOUR RESPONSE TO COMMENT 10 OF OUR LETTER DATED DECEMBER 29, 2011.
WE FURTHER NOTE YOU CONTINUE TO INDICATE ON PAGE 32 THAT YOUR BOARD OF DIRECTORS
HAS NO PLANS TO ISSUE PREFERRED STOCK. WE THEREFORE REISSUE OUR PRIOR COMMENT,
IN PART. PLEASE REVISE THROUGHOUT YOUR PROSPECTUS TO CLARIFY THAT THE 5,000,000
SHARES OF PREFERRED STOCK AUTHORIZED BY YOUR ARTICLES OF INCORPORATION HAVE BEEN
ISSUED TO MR. SMITH.
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Response:
In response to this comment, we have deleted the statement that we have no plans
to issue preferred stock and revised our disclosure throughout our amended
filing to clarify that all of the preferred stock authorized by our Articles of
Incorporation have been issued to Mr. Smith.
GLOBAL EQUITY INTERNATIONAL, INC. AND SUBSIDIARY FINANCIAL STATEMENTS, PAGE F-1
STATEMENT OF STOCKHOLDERS' EQUITY, PAGE F-6
16. WE NOTE YOUR RESPONSE TO PRIOR COMMENTS 24 THROUGH 26 AND COMMENT 29, AS
WELL AS YOUR UPDATED DISCLOSURES. PLEASE INDICATE WITHIN YOUR PROSPECTUS WHETHER
ANY OF THESE CREDITORS WERE RELATED PARTIES.
Response:
In response to this comment, we have revised our disclosure on page 27 of our
amended filing to indicate that none of the creditors to whom we issued shares
were related parties.
General Amendments to Our Filing
In addition to the amendments and revisions described above, we have made
various minor updating revisions to the dates of information in some of the
tables and other sections in the filing, updated consents of our auditors and we
have corrected a few typographical errors.
Acknowledgement
We acknowledge that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing;
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission from taking any action with
respect to the filings; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please address any further comments to our attorney, David E. Wise, Esq.
Mr. Wise's contact information is set forth below:
Law Offices of David E. Wise, P.C.
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (813) 645-3025
Facsimile: (210) 579-1775
Email: wiselaw@verizon.net
Sincerely,
By: /s/ Enzo Taddei
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Enzo Taddei
Chief Financial Officer
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