UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2011
                                       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 0-54557

                        GLOBAL EQUITY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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

                     23 Frond "K" Palm Jumeirah, Dubai, UAE
                    (Address of principal executive offices)

      Registrant's telephone number, including area code: +971 (7) 204 7593

        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 [ ]
No [X]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S- K is not contained  herein,  and will not be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer or a smaller reporting  company.
See definitions of "large accelerated filer,"  "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]

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

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the Registrant's most recently  completed second fiscal
quarter (June 30, 2011) was approximately $2,885,550.

     As of March 30,  2012,  there were  28,780,700  shares of our common  stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
                                     PART I

Item 1.   Business                                                            4
Item 1A.  Risk Factors                                                       13
Item 1B.  Unresolved Staff Comments                                          17
Item 2.   Properties                                                         17
Item 3.   Legal Proceedings                                                  17
Item 4.   Mine Safety Disclosures                                            17

                                     PART II

Item 5.   Market For Common Equity and Related Stockholder Matters and
          Issuer Purchases of Equity Securities                              17
Item 6.   Selected Financial Data                                            22
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                              23
Item 7A.  Quantitative and Qualitative Disclosure About Market Risks         25
Item 8.   Financial Statements and Supplementary Data                        25
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                               25
Item 9A.  Controls and Procedures                                            25
Item 9B.  Other Information                                                  27

                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance             27
Item 11.  Executive Compensation                                             31
Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                    35
Item 13   Certain Relationships and Related Transactions, and Director
          Independence                                                       37
Item 14.  Principal Accounting Fees and Services                             37

                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules                            38

                                       2
<PAGE>
                  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 indentify these
forward-looking  statements  by the fact that  they do not  relate  strictly  to
historical or current  facts.  They use words such as  "believe(s),"  "goal(s),"
"target(s),"  "estimate(s),"   "anticipate(s),"   "forecast(s),"   "project(s),"
(plan(s)," "intend(s),"  "expect(s)," "might," may" and other words and terms of
similar meaning in connection with a discussion of future  operating,  financial
performance or financial condition.  Forward-looking  statements, in particular,
include statements relating to future actions, prospective services or products,
future  performance or results of current and anticipated  services or products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
trends of operations and financial results.

     Any or all  forward-looking  statements  may  turn  out to be  wrong,  and,
accordingly,  readers  are  cautioned  not  to  place  undue  reliance  on  such
statements,  which  speak  only  as of the  date of this  Annual  Report.  These
statements are based on current  expectations  and current the current  economic
environment. They involve a number of risks and uncertainties that are difficult
to predict.  These statements are not guarantees of future  performance;  actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking  statements.  Forward-looking  statements  can  be  affected  by
inaccurate assumptions or by known or unknown risks and uncertainties. Many such
factors  will be important  in  determining  the  Company's  actual  results and
financial  condition.  The reader should  consider the following list of general
factors that could affect the Company's future results and financial condition.

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

     *    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  by new  and
          existing competitors;
     *    absolute and relative performance of our products and 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 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.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

BACKGROUND

     Global Equity  International,  Inc. ("Company") 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.

     GEP is a Dubai based private equity firm that provides consulting services,
such as  corporate  restructuring,  advice on  management  buy outs,  management
recruitment,  website design and development for corporate  marketing,  investor
and public relations,  regulatory compliance and introductions to financiers, to
companies  desiring  to be listed on stock  exchanges  in  various  parts of the
world.

     Our authorized capital consists of 70,000,000 shares of common stock, $.001
par value, and 5,000,000 shares of preferred stock, $.001 par value.

     On  November   15,  2010,   we  entered  into  a  Plan  and   Agreement  of
Reorganization  ("Plan of  Reorganization")  with GEP and its sole  shareholder,
Peter J. Smith,  pursuant to which we would  acquire 100% of the common stock of
GEP. We consummated the Plan of Reorganization  effective  December 31, 2010, by
issuing  20,000,000  shares of our common stock to Peter J. Smith, at which time
GEP became our  wholly-owned  subsidiary and Peter J. Smith was appointed as our
President, Chief Executive Officer and Director.

     As a result  of our  acquisition  of GEP,  we  provide  corporate  advisory
services to companies desiring to have their shares listed on stock exchanges or
quoted on quotation  bureaus in various  parts of the world.  We have offices in
the United States, Dubai, London and Marbella (Spain). 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.

     Peter Smith founded  Global  Equity  Partners Plc to assist small to medium
size businesses with management  restructuring and corporate  restructuring,  in
general,  and also to obtain,  if requested  by its  clients,  access to capital
markets via equity and debt financings.

     We also look for promising  small to medium size  companies  ($2,000,000 to
$10,000,000 in assets) and introduce these clients to private and  institutional
investors  in our  network  ("rol-a-dex")  of over 179  "financial  introducers"
around the world.  These  financial  introducers  are simply groups of people or
institutions  that  are  presently  introducing  new  clients  to us or who have
introduced  new  clients  to our  management  in the  past.  We do not  have any
contractual   arrangements,   written  or   otherwise,   with  these   financial
introducers.

     Presently,   GEP  is   our   only   operating   business.   Global   Equity
International'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 obligations under the

                                       4
<PAGE>
Securities Exchange Act of 1934; (ii) managing our investor relations; and (iii)
raising debt and equity capital necessary to fund our operations and enhance and
grow our business.

     We currently offer the following services to our clients:

     *    Corporate restructuring
     *    Management buy outs
     *    Management recruitment
     *    Website design, development and marketing advice
     *    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.

MANAGEMENT BUY OUTS

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

MANAGEMENT RECRUITING

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

WEBSITE DESIGN AND DEVELOPMENT

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

                                       5
<PAGE>
INVESTOR AND PUBLIC RELATIONS

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

REGULATORY COMPLIANCE

     We  are  organizing  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.

EXCHANGE LISTINGS

     We also assist our clients with the selection of stock  exchanges  that may
be suitable to our clients.  Various  exchanges  have listing  requirements  and
standards that vary from one exchange to another.  Typical listing  requirements
and standards relate to a number of things,  such as pre-tax income, cash flows,
revenue,  net tangible assets,  market value of a company's  listed  securities,
minimum trading prices of a company's securities,  minimum shareholders' equity,
operating  history,  number  of  shareholders,  number  of  market  makers,  and
corporate  governance.  We will try to identify  appropriate  exchanges  for our
clients based on the particular client's operating history, pre-tax income, cash
flow, revenue, net tangible assets, shareholder base and other factors described
above.

     We will assist our clients  with  retention of  attorneys  and  accountants
having  experience  with publicly held companies and stock  exchanges in various
countries. We will also assist our clients in locating market makers, investment
bankers and broker-dealers to assist them with accessing capital markets.

INTRODUCTIONS TO FINANCIERS

     After reviewing the business plans,  prospects and problems that are unique
to each of clients,  we will use our best  efforts to  introduce  our clients to
various  third  party  financial  resources  around the world who may be able to
assist them with their capital funding requirements.

     As used  throughout  this Form 10  registration  statement,  references  to
"Global Equity  International,"  "GEI," "Company," "we," "our," "ours," and "us"
refer to Global  Equity  International,  Inc. and our  subsidiaries,  unless the
context otherwise requires.  In addition,  references to "financial  statements"
are to our consolidated  financial  statements  contained herein,  except as the
context otherwise  requires.  References to "fiscal year" are to our fiscal year
which ends on December 31 of each calendar year. Unless otherwise indicated, the
terms "Common  Stock,"  "common stock" and "shares" refer to our shares of $.001
par value, common stock.

HISTORICAL BUSINESS TRANSACTED

2010 TRANSACTIONS

     GEP completed two transactions in 2010. The first  transaction  involved M1
Luxembourg  AG, a Swiss company that we helped get listed on the Frankfurt  Open
Market, a German stock exchange.

                                       6
<PAGE>
     M1 Luxembourg  AG,  through its  subsidiaries,  offers  financial  advisory
services.  The firm's subsidiaries  include Cannon Regus, Sumner Holdings,  ISIS
financial Associates Ltd, Britannia Overseas Property,  and M1 Lux (Cyprus) Ltd.
It provides mortgage, private banking, company formation, real estate management
and trust formation  advisory services.  Additionally,  the firm offers property
documentation,   education  fees  planning,   retirement  planning,   healthcare
insurance  policies  and  private  wealth  management   advisory  services.   M1
Luxembourg AG is headquartered in Hunenberg, Switzerland.

     Our contract with M1  Luxembourg  AG originally  called for us to receive a
cash fee of $200,000.  However, we renegotiated our fee to take 2,000,000 shares
of the client's common stock, valued at $1,086,160,  an amount  substantially in
excess of the $200,000 in fees payable to us, due to the fact that the shares of
M1  Luxembourg  AG were  thinly  traded  and  subject to highly  volatile  price
fluctuations and we had no guarantee they would continue to be listed. Our total
fees received from M1 Luxembourg AG in 2010 represented  approximately  52.7% of
our gross revenues for 2010.

     On November 15, 2011,  M1  Luxembourg  AG's shares were  delisted  from the
Frankfurt Open Market when it fell out of compliance  with the capital  adequacy
rules of the  Frankfurt  Open Market.  M1  Luxembourg  AG's shares are no longer
quoted  on the  Frankfurt  Open  Market.  M1  Luxembourg  is still in  business.
However,  since its shares are no longer quoted,  we will have to write-down the
value  of this  asset  in the  fourth  quarter  of 2011  to $ 0.  The  resulting
accounting  loss on our M1  Luxembourg  AG  shares  was  $1,086,160  and will be
accounted  for in our  audited  financial  statements  for the fiscal year ended
December 31, 2011.

     The second transaction in 2010 involved  consulting with Monkey Rock Group,
Inc.  (MKRO.OB),  a United  States  company  operated by two British  nationals.
Monkey Rock initially focused on organizing  motorbike events,  such as Sturgis,
South Dakota, which is one of the largest gatherings of bikers in the world with
an average of 400,000  bikers  participating.  GEP was engaged by Monkey Rock to
assist it in expanding in Europe and to assist with branding and marketing.  GEP
introduced  Monkey Rock to Brand  Union,  a division of WPP,  one of the largest
advertising firms in the world.

     In 2009, GEP received $15,000 in cash  compensation from Monkey Rock Group,
Inc.  In  2010,  GEP  received  compensation  from  Monkey  Rock in the  form of
1,500,000 shares of common stock, valued at $975,000 at the time of issuance, an
amount  substantially  in excess of the fees payable to us, due to the fact that
the shares of Monkey  Rock were  thinly  traded and  subject to highly  volatile
price  fluctuations  and we had no guarantee they would continue to be quoted or
traded.

     Our total fees  received from Monkey Rock Group,  Inc. in 2010  represented
approximately 47.3% of our gross revenues for 2010.

     Although we received  52.7% of our gross revenues from M1 Luxembourg AG and
47.3% of our gross  revenues  from Monkey Rock Group,  Inc.  during 2010,  these
companies represent non-recurring revenues and we were not dependent on revenues
from  these  two  companies  in 2011  nor  will we be  dependent  on them in any
subsequent period.

                                       7
<PAGE>
NEW BUSINESS TRANSACTED IN 2011

     We currently  have contracts  with three  companies:  (1) RFC K.K., a Japan
based company;  (2) Black Swan Data Limited, a United Kingdom based company; and
(3) Arrow Cars SL, a company that is currently  based in Spain and is a national
rent a car  business.  In  addition,  we had  another  contract in 2011 with Voz
Mobile Cloud Ltd.,  a "voice to mail"  technology  company.  We entered into the
contract  with Voz Mobile Cloud Ltd. on December 12, 2011,  and we concluded our
work on that  contract  on  December  31,  2011.  As  compensation,  we received
2,000,000 shares of Voz Mobile Cloud Inc. common stock valued at an aggregate of
$100,000 based on services rendered in the fourth quarter of 2011.

     RFC K.K. has been in business for a little over three years and they are in
the online race simulation  business.  RFC K.K. has engaged us to assist them in
their  expansion  into the Middle  Eastern and Asian  markets.  We have arranged
meetings  between  RFC  K.K.  and a few  high  profile,  potential  Dubai  based
partners/investors.  As of  this  time,  RFC  K.K.  has  not  entered  into  any
agreements with these potential Dubai  partners/investors,  but has entered into
preliminary,  non-binding  verbal  agreements with the Shanghai local government
and Ferrari to set up a Race Fight Club in Shanghai, Peoples Republic of China.

     We entered  into our contract  with RFC K.K. on October 19,  2011.  We have
contracted to provide the following services to RFC K.K.:

     *    Act as a corporate  finance  advisor in connection with an acquisition
          of a target business;
     *    Advise the client on the structure of the  acquisition  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  acquisition of a target  business,
          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  an
          acquisition of a target business.

     A "target  business"  would be a  company  having a  business  plan that is
compatible with RFC K.K.'s  business and has a similar  business to RFC K.K. and
have net assets, net profits and projected growth that would be suitable for RFC
K.K.  and that,  if combined  with RFC K.K.,  could help RFC K.K.  meet  various
requirements  or standards for having RFC K.K.'s shares listed on an exchange or
quoted on a stock quotation  medium. At this time, RFC K.K. has not decided on a
particular exchange or identified any particular target business.

     RFC K.K.  has  agreed to pay us a total of  $240,000  over the  initial  12
months of our contract.  We have received $60,000 under this contract so far and
have nine more monthly  payments due to us at $20,000 each.  During months 13-24
of the  contract,  RFC K.K. will pay us $6,000 per month.  In addition,  we will
receive a 10% equity  stake in RFC K.K.  in the event that we assist RFC K.K. in
acquiring a "target business."

     Black Swan Data Limited is a United  Kingdom based company  ("Black  Swan")
that has  developed  algorithm  based  artificial  intelligence  that audits and
merges internal and external date feeds from various sources,  such as sales and
transactional  data, web and mobile  statistics,  consumer services data, social
network analysis and customer relationship management databases.

                                       8
<PAGE>
     We entered into our contract with Black Swan Data Limited on July 28, 2011.
We have contracted to provide the following services to Black Swan Data Limited:

     *    Act as a corporate  finance  advisor in connection with an acquisition
          of a target business;
     *    Advise the client on the structure of the  acquisition  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  acquisition of a target  business,
          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  an
          acquisition of a target business; 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 a stock exchange or having its shares
          quoted on a stock quotation medium.

     A "target  business"  would be a  company  having a  business  plan that is
compatible with Black Swan Data Limited's business and has a similar business to
Black Swan Data  Limited,  and having  net  tangible  assets,  net  profits  and
projected growth that would be suitable for Black Swan Data Limited and that, if
combined with Black Swan Data  Limited,  could help Black Swan Data Limited meet
the various  requirements  or  standards  for having  Black Swan data  Limited's
shares  listed on an exchange  or quoted on a stock  quotation  medium.  At this
time, Black Swan Data Limited has not decided on a particular exchange or target
business.

     Black Swan Data Limited has agreed to pay us $180,000, of which $55,000 has
been paid.  We will  receive the balance of $125,000  over the next six to eight
months.  In  addition,  we will  receive a 10%  equity  stake in Black Swan Data
Limited in the event we assist  Black Swan Data  Limited in  acquiring  a target
business.  Upon  successful  quotation of Black Swan Data Limited's  shares on a
stock  market,  GEP will be appointed as a consultant to Black Swan Data Limited
for a 24 month  period at $7,500 per month to assist  Black Swan Data Limited in
obtaining a listing on NASDAQ in the United States or listing on an alternative,
high profile American stock exchange (i.e.,  American Stock Exchange or New York
Stock Exchange).

     Arrow Cars SL is currently based in southern Spain and has been in business
since 2008.  Arrow Cars SL is a national rent a car business  operating  only in
Spain.  Arrow Cars SL has engaged us to consult  with them and to design a three
year  strategy to expand their  business  model into other high density  tourist
areas of Spain,  Portugal and southern  France,  with the objective of opening a
similar business in the United States, primarily in Florida.

     We entered  into our contract  with Arrow Cars SL on January 14,  2011.  We
have contracted to provide the following services to Arrow Cars SL:

     *    Act as a corporate  finance  advisor in connection with an acquisition
          of a target business;
     *    Advise the client on the structure of the  acquisition  and assist the
          client in the preparation and authorization of documentation;

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<PAGE>
     *    Use  reasonable  efforts  through our marketing  and public  relations
          contacts to support and market the  acquisition of a target  business,
          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  an
          acquisition of a target business.

     A "target  business"  would be a  company  having a  business  plan that is
compatible  with Arrow Cars SL's  business  and has a business  similar to Arrow
Cars SL, and having net tangible  assets,  net profits and projected growth that
would be suitable  for Arrow Cars SL and that,  if combined  with Arrow Cars SL,
could help Arrow Cars SL meet various requirements or standards for having Arrow
Cars SL's shares listed on an exchange or quoted on a stock quotation medium. At
this time,  Arrow Cars SL has not decided on a  particular  exchange or a target
business.

     Arrow  Cars SL has agreed to pay us an  initial  fee of $20,000  and then a
subsequent  aggregate  fee of $115,000 over the  subsequent  twelve  months.  In
addition,  we will  receive a 10% equity  stake in Arrow Cars SL in the event we
assist Arrow Cars SL in acquiring a target business.

OUR BUSINESS IN 2012

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

     1. Introducers  Network. We have developed and continue to develop a number
of finance professionals, accountants, attorneys and financial advisers who will
introduce us to their  clients.  We will review  businesses  introduced to us be
these  introducers and we will compensate them on some "to be determined"  basis
in the event that we are engaged by 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  Frankfurt,  London,
Miami, New York and Toronto,  we will use our best efforts to assist our clients
with  listings on stock  exchanges  in these  cities in order to maximize  their
exposure to capital markets and to access funding via debt and equity offerings.

FUTURE PLANS

     We currently have three clients under  contract,  Arrow Cars SL, Black Swan
Data Limited and RFC K.K.

     We anticipate signing up an additional three clients by the end of 2012. We
expect the  contracts  with the three new clients  will each  provide us with an
additional  $10,000  to  $20,000  per  month in  revenues.  However,  we  cannot
guarantee  that we will sign up any new clients in 2012 or receive any  revenues
from new clients in 2012.

     In order to achieve  our goal of signing up three new  clients in 2012,  we
are relying on introductions to potential clients by the following firms in Asia
and Europe:

     *    Merchant House Group (London), a United Kingdom registered  investment
          house;

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<PAGE>
     *    TAP 09 Gmbh, an Austrian  management  consultancy  firm based in Wien,
          Vienna;
     *    Mashreq Bank, an Asian retail bank based in Dubai, U.A.E.; and
     *    ABN Amro Private Bank based in Amsterdam, the Netherlands

     We do not  have any  verbal  or  written  agreements  with  the four  firms
identified  above, as our relationship with each of them has been developed over
the past year or so.

     The primary expense that we will incur dealing with companies introduced to
us by the four firms listed above will be travel  expenses.  The second material
expense in signing up these three new clients  would be  commissions  payable to
the four firms list  above.  Since we do not have a verbal or written  agreement
with any of the four firms listed above,  any commissions  payable to them would
be negotiated at or prior to our entry into definitive  contracts with companies
introduced by them. The amount of such  commissions  cannot be estimated at this
time.  However,  such expenses  would be paid by us from funds received from new
clients they introduce us to.

     Our other  expenses  during the next twelve months would be salaries of our
management  team ($33,333 per month),  legal,  accounting and other fees we will
necessarily  incur in connection with the audit of our financial  statements for
the fiscal year ended  December 31, 2011,  quarterly  reviews by our auditors of
our interim  (unaudited)  financial  statements  to be included in our Form 10-Q
Quarterly  Reports and preparation of our Form 10-K,  Form 10-Qs,  Form 8-Ks and
information statements or proxy statements.  We estimate these legal, accounting
and other fees to be approximately $50,000 during the next twelve months.

     Our monthly cash burn rate for 2012 will be  approximately  $15,000 because
we will  accrue  salaries  of our  management  team,  who will only be paid from
consulting fees we receive from our clients. However, we cannot assure investors
that we will have  sufficient  revenues to fund our  operations  for the next 12
months.

     In the event that we are unable to  generate  the  revenues  sufficient  to
cover our  monthly  burn rate,  we will have to lower the  salaries of our three
employees and possibly curtail our operations until such time as we can generate
sufficient revenues to cover our overhead.

EMPLOYEES; IDENTIFICATION OF A SIGNIFICANT EMPLOYEE

     We currently have three employees:  Peter J. Smith,  Enzo Taddei and Adrian
Scarrott.  Peter J. Smith,  our  President,  Enzo  Taddei,  our Chief  Financial
Officer,  and Adrian Scarrott,  our Business Development  Director,  each has an
employment  agreement with the Company.  Peter J. Smith,  Enzo Taddei and Adrian
Scarrott are full time employees. See "MANAGEMENT." We intend to hire additional
employees when they are needed.

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

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<PAGE>
and  regulatory   compliance  services  firms  similar  to  ours.  Many  of  our
competitors  have  greater  financial  and  management  resources  and some have
greater market recognition than we do.

REGULATORY REQUIREMENTS

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

     We are not a broker-dealer, investment advisor or investment company.

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

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

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

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

     The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate system of internal control  procedures for the 2011 fiscal year. We are
currently  evaluating our existing controls against the standards adopted by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO). During
the course of our ongoing evaluation and integration of the internal controls of
our business,  we may identify areas requiring  improvement,  and we may have to
design enhanced processes and controls to address issues identified through this
review  (see Item 9A,  below  for a  discussion  of our  internal  controls  and
procedures).

     We believe that the  out-of-pocket  costs,  the  diversion of  management's
attention from running the day-to-day  operations and operational changes caused
by the need to comply with the requirement of Section 404 of the  Sarbanes-Oxley
Act could be significant.  If the time and costs associated with such compliance

                                       12
<PAGE>
exceed  our  current  expectations,  our  results of  operations  and the future
fillings of our Company could be materially adversely affected.

DEPENDENCE ON KEY EMPLOYEES

     The Company is heavily  dependent  on the ability of our  President,  Peter
Smith, and our Chief Financial Officer, Enzo Taddei. The loss of the services of
Mr. Smith or Mr. Taddei would  seriously  undermine our ability to carry out our
business plan.

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

REPORTS TO SECURITY HOLDERS

     The public may view and obtain  copies of the Company's  reports,  as filed
with the Securities and Exchange Commission,  at the SEC's Public Reference Room
at 100 F Street,  NE, Room 1580,  Washington,  D.C.  20549.  Information  on the
Public  Reference  Room is  available  by  calling  the  SEC at  1-800-SEC-0330.
Additionally,  copies of the Company's reports are available and can be accessed
and   downloaded   via   the   internet   on  the   SEC's   internet   site   at
http://www.sec.gov.

ITEM 1A. RISK FACTORS.

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

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

                        RISKS ASSOCIATED WITH OUR COMPANY

     WHILE WE HAVE TWO YEARS OF OPERATING HISTORY AND HAVE ACCUMULATED  PROFITS,
THERE IS NO  ASSURANCE  THAT OUR FUTURE  OPERATIONS  WILL  RESULT IN  PROFITABLE
REVENUES.  IF WE CANNOT GENERATE SUFFICIENT  REVENUES TO OPERATE PROFITABLY,  WE
WILL CEASE OPERATIONS AND YOU WILL LOSE YOUR INVESTMENT.

     We were  incorporated  in Nevada on October 1, 2010,  and our  wholly-owned
subsidiary,  GE Partners  Plc, was formed on  September 2, 2009.  For the fiscal
year  ended  December  31,  2011,  we  incurred  a net loss from  operations  of

                                       13
<PAGE>
$(601,942)  and a realized loss on impairment  of marketable  securities  for an
additional loss of $(1,086,160).  If we cannot generate  sufficient  revenues to
operate  profitably,  we will cease operations and you will lose your investment
in our Company.  Our ability to achieve and maintain  profitability and positive
cash flow is dependent, among other things, upon:

     *    our ability to attract clients who will buy our services from us; and
     *    our ability to generate revenues through the sale of our services.

     WE HAVE NO  COMMITMENTS  FROM ANY ONE TO  PROVIDE  US WITH  DEBT OR  EQUITY
FINANCING.  IN THE EVENT OUR REVENUES DO NOT COVER OUR EXPENSES, THEN WE MAY NOT
BE ABLE TO CARRY OUT OUR BUSINESS PLAN.

     Our monthly  cash burn rate is  estimated  to be $15,000  during  2012.  In
addition to our monthly  cash burn rate,  we are  accruing  $33,333 per month in
salaries of our  management  team,  who will not be paid their salaries until we
have  revenues  sufficient  to cover  them.  We are  dependent  on our  existing
contracts  with clients to cover this cash burn rate.  If we are unable to cover
our burn rate, then we will have to borrow money or sell our securities to raise
money.  We have no commitments  from anyone to lend us money or to invest in our
securities.  In the event that our revenues do not cover our expenses and we are
unable to borrow money or sell our  securities to fund our  operations,  then we
will have to curtail our operations and our investors  could lose part or all of
their investments in our Company.

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

     The corporate  consulting business is intensely  competitive and due to our
small  size and  limited  resources,  we may be at a  competitive  disadvantage,
especially  as a public  company.  There  are  several  firms  offering  similar
services.  Many of our  competitors  have proven track  records and  substantial
human and financial  resources,  as opposed to our Company who has limited human
resources and little cash. Also, the financial burden of being a public company,
which will cost us  approximately  $40,000 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 social networking services and advertising fees higher than our non-publicly
held competitors just to cover the costs of being a public company.

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

     We are currently in a severe worldwide economic recession.  Runaway deficit
spending by the United States government and other countries further exacerbates
the United  States and  worldwide  economic  climate  and may delay or  possibly
deepen the current recession.  Currently,  a lot of economic  indicators such as
rising  gasoline  and  commodity  prices  suggest  higher  inflation,  dwindling
consumer  confidence and substantially  higher taxes. Demand for the services we
offer tends to decline during  recessionary  periods when disposable  revenue is
lower and may impact sales of our services.  In addition,  sudden disruptions in
business  conditions as a result of a terrorist  attack similar to the events of
September 11, 2001,  including  further  attacks,  retaliation and the threat of
further  attacks or retaliation,  war, civil unrest in the Middle East,  adverse
weather  conditions  or other  natural  disasters,  such as  Hurricane  Katrina,
pandemic  situations  or large  scale  power  outages  can have a short term or,
sometimes,  long term impact on  spending.  The  worldwide  recession is placing

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<PAGE>
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 PETER J. SMITH, OUR PRESIDENT, OWNS 62.54% OF OUR TOTAL OUTSTANDING
COMMON STOCK AND  5,000,000  (100%)  SHARES OF OUR TOTAL  OUTSTANDING  PREFERRED
STOCK,  MR. SMITH WILL RETAIN  CONTROL OF US AND WILL BE ABLE TO DECIDE WHO WILL
BE DIRECTORS AND YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS WHICH COULD DECREASE
THE PRICE AND MARKETABILITY OF OUR SHARES.

     Peter J. Smith, our President,  owns 62.54% of our total outstanding common
stock and 100% of our total outstanding  preferred stock. As a result,  Peter J.
Smith will own the vast majority of the shares of our Common  Stock,  all shares
of our preferred  stock and  super-voting  rights  attributable to his preferred
stock, which allow him to cast two (2) votes per share of preferred stock and he
will be able to elect all of our  directors  and control our  operations,  which
could decrease the price and marketability of our shares.

     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. On November 15, 2011, the shares of
one of our clients,  M1 Luxembourg  AG, were  delisted  from the Frankfurt  Open
Market,  resulting  in a  $1,086,160  loss  on the  value  of our  shares  in M1
Luxembourg AG.

     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 have no  committed  source of  financing.  We will  likely have to issue
additional  shares of our Common Stock to fund our  operations  and to implement
our plan of operation. Wherever possible, our board of directors will attempt to
use non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash  consideration will consist of restricted shares of our common
stock.  Our board of  directors  has  authority,  without  action or vote of the
shareholders,  to issue all or part of the 41,219,300 authorized,  but unissued,
shares of our common 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.

     BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT
BE ABLE TO RESELL YOUR STOCK.

     Our Common Stock is not presently quoted on the  Over-the-Counter  Bulletin
Board or traded in any  market.  Therefore,  you may not be able to resell  your
stock.

                                       15
<PAGE>
     Because the SEC imposes  additional sales practice  requirements on brokers
who deal in our shares that are penny  stocks,  some brokers may be unwilling to
trade them.  This means that you may have  difficulty  reselling your shares and
this may cause the price of our shares to decline.

     Our shares would be  classified  as penny stocks and are covered by Section
15(g)  of the  Securities  Exchange  Act  of  1934  and  the  rules  promulgated
thereunder,   which   impose   additional   sales   practice   requirements   on
brokers/dealers  who sell our securities in this offering or in the aftermarket.
For sales of our securities,  the broker/dealer must make a special  suitability
determination  and receive from you a written  agreement  prior to making a sale
for you. Because of the imposition of the foregoing  additional sales practices,
it is possible  that brokers will not want to make a market in our shares.  This
could  prevent  you from  reselling  your  shares and may cause the price of our
shares to decline.

     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  authorizes  the issuance of up to 5,000,000
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.  On
November 30, 2011,  the Company  issued all 5,000,000  shares of our  authorized
preferred stock to our Chief Executive Officer, Peter Smith.

     THIS  REGISTRATION  STATEMENT  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.

                                       16
<PAGE>
ITEM 1B. UNRESOLVED STAFF COMMENTS.

     On December 1, 2011, we filed a registration  statement on Form 10. We have
filed three  amendments to our Form 10 in response to Staff comments.  As of the
date of this Annual Report, we have not cleared the review of our Form 10.

ITEM 2. PROPERTIES.

     The Company does not own any property. Our executive offices are located at
23 Frond "K" Palm Jumeirah,  Dubai, U.A.E. where we are utilizing  approximately
600 square feet of Peter Smith's  personal  offices in Dubai and pay no rent for
such privilege.  We also have a satellite  office located at 1 Berkeley  Street,
London W1J 8DJ, United  Kingdom,  which is a service office for which we pay 350
British Pounds per month on a renewable one year lease. Our Business Development
Director,  Adrian  Scarrott,  uses our London office on a daily basis and we use
the office  when our other  management  members are in London.  We have  another
satellite  office  located at Avenida  Marques del Duero 67,  Edificio Bahia 2A,
29670  San  Pedro  de  Alcantara,   Marbella,   Spain  where  we  are  utilizing
approximately  1,100 square feet of Enzo Taddei's  personal  offices in Marbella
and pay no rent for such  privilege.  Peter J. Smith,  our  President  and Chief
Executive Office, is based in Dubai, Enzo Taddei,  our Chief Financial  Officer,
is based in Marbella,  Spain,  and Adrian  Scarrott,  our  Business  Development
Director, is based in London, United Kingdom.

ITEM. 3 LEGAL PROCEEDINGS.

     We are not  subject  to any  legal  proceedings  and are not  aware  of any
threatened legal proceedings.

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.

     MARKET INFORMATION.  The Company's Common Stock is not trading on any stock
exchange. The Company is not aware of any market activity in its stock since its
inception  and through the date of this  filing.  There is no  assurance  that a
trading market will ever develop or, if such a market does develop, that it will
continue.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes  the definition of a "penny stock," for purposes  relevant to us, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share,  subject to certain  exceptions.
For any transaction  involving a penny stock,  unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks  and (ii) the  broker  or  dealer  receive  from the  investor  a written
agreement  to the  transaction,  setting  forth the identity and quantity of the
penny  stock to be  purchased.  In order  to  approve  a  person's  account  for
transactions  in penny  stocks,  the broker or dealer must (i) obtain  financial
information  and investment  experience  and objectives of the person;  and (ii)
make a  reasonable  determination  that the  transactions  in penny  stocks  are

                                       17
<PAGE>
suitable for that person and that person has sufficient knowledge and experience
in financial  matters to be capable of evaluating the risks of  transactions  in
penny stocks.  The broker or dealer must also deliver,  prior to any transaction
in a penny stock, a disclosure  schedule prepared by the Commission  relating to
the penny stock market,  which,  in highlight  form, (i) sets forth the basis on
which the broker or dealer made the suitability  determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.  Disclosure also has to be made about the risks of investing in
penny  stocks in both  public  offerings  and in  secondary  trading,  and about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

     HOLDERS. As of the date of this filing, there were 79 record holders of the
28,780,700  shares of the Company's  issued and  outstanding  Common Stock.  The
issued and  outstanding  shares of the  Company's  common  stock were  issued in
accordance with the exemptions from registration afforded by Section 4(2) and/or
Regulation S of the Securities Act of 1933, as amended.

     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

     The Company  originally  issued to Javan Kasili (a United States citizen) a
total of 2,000,000 shares of common stock on October 28, 2010 at $.001 per share
(par value) for an aggregate consideration of $2,000.00.

     SECURITIES  ISSUED BETWEEN NOVEMBER 1, 2010, AND SEPTEMBER 30, 2011 (WITHIN
THE ONE-YEAR COMPLIANCE PERIOD APPLICABLE TO NON-REPORTING  ISSUERS AS SET FORTH
IN CATEGORY 3 OF RULE 903 OF REGULATION S):

     Effective  November 1, 2010, the Company issued  5,000,000 shares of common
stock to Enzo Taddei, an individual (non-"U.S. person" as defined in Rule 902 of
Regulation S), for accounting and financial modeling services rendered to Global
Equity  Partners PLC valued at $5,000.  Mr.  Taddei  became the Chief  Financial
Officer and a Director of the Company in September 2011.

     On November 14, ,2010,  the Company issued 1,000,000 shares of common stock
to Miss Pilar  Tardon,  an accountant  in Spain,  and an  individual  (non-"U.S.
person"  as defined  in Rule 902 of  Regulation  S), in  exchange  for  services
rendered  to the  Company  valued at $50,000  for  introducing  us to one of our
current clients, Arrow Cars SL.

     The  Company  issued  20,000,000  shares of common  stock to Peter Smith (a
non-"U.S. person" as defined in Rule 902 of Regulation S) pursuant to a Plan and
Agreement of  Reorganization  dated November 15, 2010, when the Company acquired
100% of the common stock of Global Equity Partners PLC in a private transaction,
resulting in Global Equity  Partners PLC becoming a  wholly-owned  subsidiary of
the Company.  Following the closing of this transaction,  Peter Smith became our
President and Chief Executive Officer and a member of our board of directors.

     Effective  December 31, 2010,  the Company  issued 668,000 shares of common
stock to seven debt holder (none of whom was a "U.S.  person" as defined in Rule
902 of Regulation S), at various  negotiated  conversion rates ranging from $.36

                                       18
<PAGE>
to $.44 per share,  in  satisfaction of $263,533.64 in debt owed by the Company,
as follows:

<TABLE>
<CAPTION>
                                                            No. of           Conversion
   Name of Creditor                  Amount of Debt     Shares Issued          Price
   ----------------                  --------------     -------------          -----
<S>                                   <C>                   <C>            <C>
William & Lorraine Beveridge          $  7,089.00           16,000         $.44 per share
Brain H. Coates                       $ 14,024.00           40,000         $.35 per share
Daycrest Nominees Ltd.                $ 26,952.00           70,000         $.39 per share
Barrie Pearson Craig                  $  7,440.00           20,000         $.37 per share
Samueal M. Austin                     $  4,435.00           12,000         $.37 per share
David Baker                           $  3,593.00           10,000         $.36 per share
Tohibu Ou                             $200,000.00          500,000         $.40 per share
                                      -----------          -------
       Totals                         $263,533,64          668,000
                                      ===========          =======
</TABLE>

     The  conversion  prices of the above  concurrent  issuances of common stock
were the product of negotiations  by our management with each creditor.  None of
the above  creditors was a related party or related person to the Company.  As a
result of our negotiations with the above creditors, no interest was included in
the aggregate amounts settled.

     Between  May 2, 2011,  and June 15,  2011,  the  Company  issued a total of
103,100  shares  of  common  stock  in a  private  offering  to a  total  of  27
non-related persons (non-"U.S.  persons" as defined in Rule 902 of Regulation S)
at $.50 per share for an aggregate consideration of $51,550, as follows:

    Name                       Number of Shares        Aggregate Purchase Amount
    ----                       ----------------        -------------------------
Mark Bingham                           500                    $   250.00
Margaret Cachart                     1,000                    $   500.00
Barry Cotton                           500                    $   250.00
Adam Divall                          1,000                    $   500.00
Jamie Divall                         1,000                    $   500.00
Collin Elliott                         500                    $   250.00
Michael Guetjes                        500                    $   250.00
Peter Lilley                         1,000                    $   500.00
Ian McKenzie                         1,000                    $   500.00
Jamie Palacios Vergara               1,000                    $   500.00
Anthony Preece                       1,000                    $   500.00
Michael Ricks                          500                    $   250.00
Darren Roberts                       1,000                    $   500.00
Wayne Roberts                        1,000                    $   500.00
Toby Roberts                         1,000                    $   500.00
Vicent Samways                       2,500                      1,250.00
Gary Steel                             500                    $   250.00
Jon Stronell                         1,000                    $   500.00
Martin Sweeny                          500                    $   250.00
Daniel Tovey                         2,000                    $ 1,000.00
Hayley Wood                          1,000                    $   500.00
Caoimhe Lonergan                     5,000                    $ 2,500.00
Eibhlin Lonergan                     5,000                    $ 2,500.00
Saoirse Lonergan                     5,000                    $ 2,500.00

                                       19
<PAGE>
John Lonergan                        5,000                    $ 2,500.00
Brid Lonergan                       20,000                    $10,000.00
David Lonergan                      43,100                    $21,550.00
                                   -------                    ----------
                   TOTALS          103,100                    $51,550.00
                                   =======                    ==========

     On September 23, 2011,  the Company  issued 9,600 shares of common stock to
Samuel James Cameron, an individual (a non-"U.S.  person" as defined in Rule 902
of Regulation S), in exchange for marketing consultancy services rendered to the
Company valued at $4,800.

     SECURITIES  ISSUED  AFTER THE  ONE-YEAR  COMPLIANCE  PERIOD  APPLICABLE  TO
NON-REPORTING ISSUERS AS SET FORTH IN CATEGORY 3 OF RULE 903 OF REGULATION S):

     On November  30,  2011,  the Company  issued  5,000,000  shares of Series A
Preferred Stock (100% of the authorized  preferred stock) to our Chief Executive
Officer,  Peter  Smith,  for an aggregate  consideration  of $480,000 as a bonus
package equal to 24 months of salary.

     The  2,000,000  shares  of common  stock  issued  to Javan  Kasili  and the
5,000,000  shares of Series A Preferred  Stock issued to Peter Smith were issued
in  reliance  on the  exemption  from  registration  requirements  of the 33 Act
provided  by Section  4(2) of the 33 Act,  as the  issuance of the stock did not
involve a public offering of securities based on the following:

     *    each investor  represented  to us that he was acquiring the securities
          for his own  account  for  investment  and not for the  account of any
          other person and not with a view to or for distribution, assignment or
          resale in connection with any  distribution  within the meaning of the
          33 Act;
     *    we provided  each investor  with written  disclosure  prior to sale or
          transfer that the securities have not been registered under the 33 Act
          and, therefore,  cannot be resold unless they are registered under the
          33 Act or unless an exemption from registration is available;
     *    each investor  agreed not to sell or otherwise  transfer the purchased
          securities  unless  they  are  registered  under  the 33 Act  and  any
          applicable  state  laws,  or an  exemption  or  exemptions  from  such
          registration are available;
     *    each  investor had  knowledge  and  experience  in financial and other
          business matters such that he was capable of evaluating the merits and
          risks of an investment in us;
     *    such  investor  was  given  information  and  access  to  all  of  our
          documents,  records,  books,  officers and  directors,  our  executive
          offices  pertaining to the investment and was provided the opportunity
          to  ask  questions  and  receive  answers   regarding  the  terms  and
          conditions  of the offering and to obtain any  additional  information
          that we possesses or were able to acquire without  unreasonable effort
          and expense;
     *    each investor had no need for liquidity in their  investment in us and
          could afford the complete loss of their investment in us;
     *    we  did  not  employ  any  advertisement,  article,  notice  or  other
          communication published in any newspaper, magazine or similar media or
          broadcast over television or radio;

                                       20
<PAGE>
     *    we did not  conduct,  hold or  participate  in any  seminar or meeting
          whose  attendees  had been  invited  by any  general  solicitation  or
          general advertising;
     *    we  placed  a  legend  on each  certificate  or  other  document  that
          evidences the  securities  stating that the  securities  have not been
          registered  under the 33 Act and  setting  forth or  referring  to the
          restrictions on transferability and sale of the securities;
     *    no  broker-dealer  or  underwriter  was  involved  in the  sale of the
          shares; and
     *    we added the following legend to the certificates:

     "The  shares  represented  by this  certificate  have  been  issued  to the
registered owner in reliance upon written representations that these shares have
been taken for  investment.  These  shares  have not been  registered  under the
Securities Act of 1933, as amended ("Act"), and may not be sold,  transferred or
assigned  unless an opinion  of counsel  satisfactory  to the  company  has been
received  by the company to the effect  that such sale,  transfer or  assignment
will not be in  violation of the Act and the rules and  regulations  promulgated
thereunder or applicable state securities laws."

     All of the other shares described above (except for the 2,000,000 shares of
common stock issued to Mr.  Javan  Kasili and the  5,000,000  shares of Series A
Preferred  Stock issued to Peter Smith) were issued in reliance on the exemption
from registration  requirements of the 33 Act provided by Regulation S of the 33
Act,  as the  issuance  of the shares did not involve the sale to any person who
was a "U.S.  person" (as defined in Rule 902 of  Regulation  S) and based on the
following:

     *    we  did  not  employ  a  "distributor"  (as  defined  in  Rule  902 of
          Regulation S);
     *    each  investor  represented  and  proved to us that he was not a "U.S.
          person" (as defined in Rule 902 of Regulation S);
     *    all of the offers and sales were made within the  one-year  compliance
          period  of  Category  3 of Rule 903 of  Regulation  S,  applicable  to
          non-reporting issuers;
     *    each investor  represented  to us that he was acquiring the securities
          for his own  account  for  investment  and not for the  account of any
          other person and not with a view to or for distribution, assignment or
          resale in connection with any  distribution  within the meaning of the
          33 Act;
     *    we provided  each investor  with written  disclosure  prior to sale or
          transfer that the securities have not been registered under the 33 Act
          and, therefore,  cannot be resold unless they are registered under the
          33 Act or unless an exemption from registration is available;
     *    each investor  agreed not to sell or otherwise  transfer the purchased
          securities  unless  they  are  registered  under  the 33 Act  and  any
          applicable  state  laws,  or an  exemption  or  exemptions  from  such
          registration are available;
     *    each  investor had  knowledge  and  experience  in financial and other
          business matters such that he was capable of evaluating the merits and
          risks of an investment in us;

                                       21
<PAGE>
     *    such  investor  was  given  information  and  access  to  all  of  our
          documents,  records,  books,  officers and  directors,  our  executive
          offices  pertaining to the investment and was provided the opportunity
          to  ask  questions  and  receive  answers   regarding  the  terms  and
          conditions  of the offering and to obtain any  additional  information
          that we possesses or were able to acquire without  unreasonable effort
          and expense;
     *    each investor had no need for liquidity in their  investment in us and
          could afford the complete loss of their investment in us;
     *    we  did  not  employ  any  advertisement,  article,  notice  or  other
          communication published in any newspaper, magazine or similar media or
          broadcast over television or radio;
     *    we did not  conduct,  hold or  participate  in any  seminar or meeting
          whose  attendees  had been  invited  by any  general  solicitation  or
          general advertising;
     *    we  placed  a  legend  on each  certificate  or  other  document  that
          evidences the  securities  stating that the  securities  have not been
          registered  under the 33 Act and  setting  forth or  referring  to the
          restrictions on transferability and sale of the securities;
     *    we placed stop transfer instructions in our stock transfer records;
     *    no underwriter was involved in the offering;
     *    we  made   independent   determinations   that  such   person   was  a
          sophisticated  or  accredited  investor  and  that he was  capable  of
          analyzing  the merits  and risks of their  investment  in us,  that he
          understood the speculative  nature of their  investment in us and that
          he could lose their entire investment in us; and
     *    we added the following legend to the certificates:

     "The shares  represented  by this  certificate  have not been issued to the
registered owner in reliance upon written representations that these shares have
not been registered under the Securities Act of 1933 ("Act") and are "restricted
securities,"  as defined under  Regulation  S, and cannot be sold,  transferred,
assigned or traded in the United  States for a period of 12 months from the date
of issue and require  written  release from either the issuing  company or their
attorney prior to legend removal."

ISSUER REPURCHASES OF EQUITY SECURITIES

     None.

ITEM 6.  SELECTED FINANCIAL DATA.

     Not applicable.

                                       22
<PAGE>
ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT

     The following  discussion  should be read in conjunction with our financial
statements and related notes.

     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 uncertainties surrounding technological change of the industry,
     *    our 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.  SEE ALSO the
disclosures under "Cautionary Statement" following the Table of Contents in this
Annual Report.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PLAN OF OPERATIONS

We have three distinct divisions within our structure:

1.   INTRODUCERS  NETWORK: We have developed and continue to develop a number of
     finance  professionals,  accountants,  attorneys and financial advisers who
     will introduce us to their clients. We will review businesses introduced to
     us be  these  introducers  and we  will  compensate  them  on  some  "to be
     determined"  basis  in the  event  that we are  engaged  by 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.

                                       23
<PAGE>
3.   PLACING: Working with our business associates in Frankfurt,  London, Miami,
     New York and  Toronto,  we will use our best  efforts to assist our clients
     with listings on stock exchanges in these cities in order to maximize their
     exposure  to  capital  markets  and to access  funding  via debt and equity
     offerings.

     We currently  have three clients under contract that are valued at $767,000
in cash fees  between  2011 and 2012.  In  addition,  we could earn a 10% equity
stake in each of these three clients if we are successful in help them acquire a
target company.  We cannot  determine at this time how much, is anything,  these
equity  stakes  would be worth to us or how or at what  value we could book such
assets.

     We anticipate signing up an additional three clients by the end of 2012. We
expect the  contracts  with the three new clients  will each  provide us with an
additional  $10,000  to  $20,000  per  month in  revenues.  However,  we  cannot
guarantee  that we will sign up any new clients in 2012 or receive any  revenues
from new clients in 2012.

     In order to achieve  our goal of signing up three new  clients in 2012,  we
are relying on introductions to potential clients by the following firms in Asia
and Europe:

     1.   Merchant House Group (London), a United Kingdom registered  investment
          house.

     2.   TAP 09 Gmbh, an Austrian  management  consultancy  firm based in Wien,
          Vienna.

     3.   Mashreq Bank, an Asian retail bank based in Dubai, U.A.E.

     4.   ABN Amro Private Bank based in Amsterdam, the Netherlands

     We do not  have any  verbal  or  written  agreements  with  the four  firms
identified  above, as our relationship with each of them has been developed over
the past year or so.

RESULTS OF OPERATIONS

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2011

     During 2011, the Company had revenues totaling  $288,041,  of which 188,041
was comprised  entirely of cash  received  from in from clients:  Arrow Cars SL,
Black  Swan Data  Limited  and RFC KK; we also  received  2,000,000  shares of a
private company called Voz Mobile Cloud Ltd value at $100,000.

     Our general and  administration  costs  amounted to $889,984,  this amounts
includes  $133,332  of accrued  salaries  to the  officers  of the Company and a
further  $480,000  pay in  preferred  shares to our CEO, as a bonus.  Our legal,
accounting and other professional fees amounted to $79,599.  We paid $11,000 for
business  licenses  and  permits.   Additionally,  we  had  travel  expenditure,
commissions paid to introducers and other miscellaneous operating expenses.

     We also  accounted for a realized  loss due to the  impairment of our M1 AG
marketable securities; this impairment was for $1,086,160.

     The net loss was  $(1,688,102) and the unrealized gain on the available for
sale marketable  securities  owned by the Company amounted to $448,924 for 2011;
hence the comprehensive loss amounted to $1,239,178 for 2011.

                                       24
<PAGE>
     The Company  recorded  interest  income  amounting to $690 and paid $500 of
interest.

     Based on 28,735,897  weighted average shares outstanding for the year ended
December 31 2011, the loss per share was $(0.06).

LIQUIDITY AND CAPITAL RESERVES

     Through  the year ended  December  31,  2011 we have  relied on advances of
$91,723 from loans from  shareholders,  third party  non-affiliates and also the
proceeds  from stock issued for cash.  As of December 31, 2011,  the Company had
cash of $2,218,  a working capital deficit of $(185,123) and a positive  balance
of $1,024,877 of Shareholders Equity.

     Although it is the Company's  intention to seek  additional debt financing,
which we plan to use any  additional  working  capital to  implement a marketing
program  to  increase  awareness  of our  business  model and also to expand our
operations  via the  acquisition  companies  that  are in a  similar  space  and
industry as ours.  Any short fall in our  projected  operating  revenues will be
covered by:

     1)   The revenue  that will come from the clients  that we  currently  have
          under contract which valued at $767,000 in cash fees between the years
          2011 and 2012.

     2)   Reducing the compensation paid to our directors and officers.

     3)   Receiving  loans from one or more of our  officers  even though at the
          present time, we do not have verbal or written commitments from any of
          our officers to lend us money.

     Depending  upon market  conditions,  the Company may not be  successful  in
raising sufficient additional capital for it to achieve its business objectives.

     In such event, the business, prospects, financial condition, and results of
operations could be materially adversely affected.

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

     Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

     There are not and have not been any  disagreements  between the Company and
its accountants on any matter of accounting  principles,  practices or financial
statement disclosure.

ITEM 9A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

     Commencing  with our Annual  Report for the 2011  fiscal  year,  we will be
required to maintain  "disclosure controls and procedures." The term "disclosure
controls and  procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls

                                       25
<PAGE>
and other  procedures of a company that are designed to ensure that  information
required to be disclosed by the company in the reports it files or submits under
the Exchange Act is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.  Disclosure  controls and procedures  also include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by a  company  in the  reports  that it files or  submits  under  the
Exchange  Act is  accumulated  and  communicated  to the  company's  management,
including its principal executive and principal  financial officers,  or persons
performing  similar  functions,  as  appropriate,   to  allow  timely  decisions
regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Commencing  with our Annual Report for the 2011 fiscal year, our management
will be 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.

     At December 31, 2011, we carried out an evaluation  required by Rule 13a-15
or Rule 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act") under
the supervision  and with the  participation  of our  management,  including our
Principal   Executive   Officer  and  Principal   Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.

     Based upon such evaluation, such person concluded that as of such date, our
disclosure  controls  and  procedures  were  not  effective  at  the  reasonable
assurance  level  because,  due to financial  constraints,  the Company does not
maintain a sufficient  complement  of  personnel  with an  appropriate  level of
technical  accounting  knowledge,  experience and training in the application of
generally  accepted  accounting  principles   commensurate  with  our  financial
accounting  and  reporting  requirements.  In the  event  that  we  may  receive
sufficient  funds for  internal  operational  purposes,  we plan to  retain  the

                                       26
<PAGE>
services of additional  internal  management staff to provide  assistance to our
current  management with the monitoring and maintenance of our internal controls
and procedures.

     This Annual Report does not include an attestation  report of the Company's
registered  public  accounting  firm due to a transition  period  established by
rules of the Securities and Exchange Commission for newly public companies.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

     We 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.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

OFFICERS AND DIRECTORS

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

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

                              First Year
     Name             Age    as Director                     Position
     ----             ---    -----------                     --------
Peter James Smith     43       2010       President, Chief Executive Officer and
                                          Director

Enzo Taddei           39       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.

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.  2006. In 1993, he created an international  financial services company

                                       27
<PAGE>
in the Middle East and Asia, named Belgravia Financial Management, and served as
the Chief Executive Officer of that firm until he resigned in May 2006.  Between
1993 and May 2005, he built Belgravia Financial Management to 23 global offices,
5 country  licenses,  a Company with $2.2 billion  under  financial  management.
Belgravia  Financial  Management  merged with Interwest SL and became  Belgravia
Intervest Group Limited.  Belgravia Intervest Group Limited  subsequently merged
with Tally Ho  Ventures,  Inc.  (TLYH.OB) on May 12,  2005.  In 2006,  Mr. Smith
resigned from his position as Chief Executive Officer of Tally Ho Ventures, Inc.
Tally  Ho  Ventures,  Inc.  subsequently  changed  it  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.  Mr. Taddei resigned from such offices in order to
devote  more time and effort to our  Company.  From May 2009  until the  present
date,  Mr.  Taddei has served as Chief  Executive  Officer  and Chief  Financial
Officer of E3B Consulting  Network SL (a firm engaged in accounting and property
management).  Mr. Taddei spends only a couple of hours a month on E3B Consulting
business.  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 Chief Executive  Officer and Chief Financial  Officer of Adesso
Res Asesores (an  accounting  firm).  In addition to being an accountant and tax
consultant by profession, Mr. Taddei is proficient in three languages:  English,
Spanish and Italian.  He obtained a Degree in Economics  from the  University of
Malaga (Spain) in 1998 and also a Bachelor in Business Administration (BBA) from
the  University of Wales in 1996. He also holds a Masters  Degree in Spanish and
International  Taxation  granted to him by EADE  University in Malaga (Spain) in
2000.

ADRIAN SCARROTT - BUSINESS DEVELOPMENT DIRECTOR

     Adrian  Scarrott is an experienced  new business  development and marketing
professional  with more  than  20-years  of  experience  working  with blue chip
companies  and global  brands.  Mr.  Scarrott has been the Business  Development
Director of the Company since  September 1, 2011. In November 2009, Mr. Scarrott
became the Marketing  Director of Winkle Media Ltd., a marketing company engaged
in television and print  production,  online  production and web based marketing
where he worked until joining the Company's as Business  Development Director on
September 1, 2011.  From 2006 to October 2009, Mr.  Scarrott was responsible for
developing new business and creating  opportunities  for the new media offerings
for Stageone,  a multimedia  marketing  firm in London and Europe.  From 2001 to
2006, Mr. Scarrott served as Sales Director for Seven Soho, another London-based
marketing  firm.  Mr.  Scarrott's  blue chip client base at Seven Soho  included
Sony,  Proctor & Gamble,  Apple Mac and United Airlines.  Mr. Scarrott began his
career in 1991 at Tapestry,  a London-based  corporate  identity firm,  where he

                                       28
<PAGE>
served  as  Sales  Director  and was  responsible  for the full  management  and
development  of a portfolio of accounts  covering all areas of  advertising  and
design, press,  outdoor,  direct marketing,  point of sale marketing,  corporate
identity, literature and packaging.

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;

                                       29
<PAGE>
     (7)  was the subject  of, or a party to, any  Federal or State  judicial or
          administrative order,  judgment,  decree, or finding, not subsequently
          reversed, suspended or vacated, relating to any alleged violation of:

          i.   Any Federal or State securities or commodities law or regulation;
               or

          ii.  Any  law  or  regulation  respecting  financial  institutions  or
               insurance companies including, but not limited to, a temporary or
               permanent injunction, order of disgorgement or restitution, civil
               money penalty or temporary or permanent  cease-and-desist  order,
               or removal or prohibition order; or

          iii. Any law or regulation  prohibiting mail or wire fraud or fraud in
               connection with any business entity; or

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

ABSENCE OF INDEPENDENT DIRECTORS

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

DIRECTOR QUALIFICATIONS

     We do not have a formal policy regarding  director  qualifications.  In the
opinion of Peter J. Smith,  our  President  and majority  shareholder,  both Mr.
Taddei and he have sufficient business experience and integrity to carry out the
Company's plan of operations.  Both Mr. Smith and Mr. 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

     Enzo Taddei was a director of Networking  Partners,  Inc., a company with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934,  until his resignation  from the Board of Directors of that company
on December 8, 2011.

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.

                                       30
<PAGE>
CODE OF BUSINESS CONDUCT AND ETHICS

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

ITEM 11. EXECUTIVE COMPENSATION.

The following  table sets forth the aggregate  compensation  paid by the Company
and/or its subsidiary,  GE Partners PLC, to our executive officers and directors
of the  Company  for  services  rendered  during  the  periods  indicated  (from
inception of Global Equity Partners PLC on September 2, 2009,  through  December
31, 2011. Pino  Baldassarre  resigned from the office of Corporate  Secretary on
March 9, 2012.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
         Name and                                                   Stock          All Other
   Principal Position      Year      Salary ($)     Bonus ($)      Awards ($)    Compensation ($)    Total ($)
   ------------------      ----     ----------     ---------      ----------    ----------------    --------
<S>                         <C>       <C>      <C>   <C>            <C>              <C>              <C>
Peter J.  Smith            2011    $129,959 (1)    $480,000 (2)     $   0           $    0          $609,959
President, Chief           2010    $ 34,658 (3)    $      0         $   0           $    0          $ 34,658 (3)
Executive Officer          2009    $100,000 (4)    $      0         $   0           $    0          $100,000 (4)
and Director

Enzo Taddei                2011    $ 40,000 (5)    $      0         $   0           $    0          $ 40,000 (5)
Chief Financial            2010    $      0        $      0         $5,000 (6)      $    0          $  5,000 (6)
Officer, Secretary         2009    $      0        $      0         $    0          $    0          $      0
and Director

Pino G.  Baldassarre       2011    $      0        $      0         $    0          $    0          $      0
Secretary                  2010    $      0        $      0         $    0          $    0          $      0
                           2009    $      0        $      0         $    0          $    0          $      0
</TABLE>

----------
(1)  Represents $49,959 paid in cash and $80,000 in accrued, but unpaid salary.
(2)  Represents the value of 5,000,000  shares of Series A Preferred Stock (100%
     of the  authorized  preferred  stock)  issued  to  Peter  Smith  as a bonus
     package.  Our Board of Directors  recognized  the hard and fruitful work of
     Mr.  Smith for the past three  years and decided to  compensate  him with a
     bonus  equivalent to two years of gross  salary.  Since the Company did not
     have  the cash  resources  to pay  such  bonus,  it  decided  to issue  him
     preferred stock,  which the Board of Directors  (after  consulting with our
     accountants)  determined  to be  worth  $480,000.  The  preferred  stock is
     redeemable on December 1, 2013.
(3)  Represents cash salary.
(4)  In 2009,  Global  Equity  Partners PLC issued  20,000,000  shares of common
     stock,  having a fair value of  $100,000  (0.005/share)  to Mr.  Smith,  in
     connection with pre-incorporation services rendered.
(5)  Represents $40,000 of accrued, but unpaid salary.
(6)  During 2010, Mr. Taddei provided some accounting and financial  modeling to
     GE Partners PLC for which he invoiced Global Equity Partners PLC $5,000 and
     received 5,000,000 shares of the Company's common stock valued at $.001 per
     share.

                                       31
<PAGE>
EMPLOYMENT AGREEMENTS SUMMARY

PETER JAMES SMITH:

     Mr. Smith's employment agreement with the Company was executed on September
1, 2011, and the basic terms were as follows:

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

     2.   COMPENSATION:  $240,000  per  annum,  subject  to  annual  review  and
          adjustment of no less than a 5% percentage  increase.  The salary will
          be paid on a monthly basis.

     3.   EMPLOYMENT:  The  contract  commenced  on the first day of  September,
          2011.

          (a)  Employment will continue for 36 MONTHS.

          (b)  The  Company  and  employee  agreed to accrue  the  monthly  from
               September  2011  onwards.  Payment of the accrued  amounts  shall
               commence  no later  than  January  2nd 2012  and  payment  of the
               ongoing  monthly salary shall commence on the last working day of
               January 2012.

     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 SIX MONTHS' SALARY.

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

          (i)  continue to pay a sum  equivalent to FIVE YEARS ANNUAL SALARY via
               the life assurance scheme to be put in place January 2012

ENZO TADDEI:

     Mr.  Taddei's  employment  agreement  with  the  Company  was  executed  on
September 1, 2011, and the basic terms were as follows:

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

     2.   COMPENSATION:  $120,000  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.

                                       32
<PAGE>
     3.   EMPLOYMENT:  The  contract  commenced  on the first day of  September,
          2011.

          (a)  Employment will continue for 36 MONTHS.

          (b)  The  Company  and  employee  agreed to accrue  the  monthly  from
               September  2011  onwards.  Payment of the accrued  amounts  shall
               commence  no later  than  January  2nd 2012  and  payment  of the
               ongoing  monthly salary shall commence on the last working day of
               January 2012.

     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 SIX MONTHS' SALARY.

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

               (i)  continue to pay a sum equivalent to FIVE YEARS ANNUAL SALARY
                    via the life  assurance  scheme  to be put in place  January
                    2012.

ADRIAN SCARROTT:

     Mr.  Scarrott's  employment  agreement  with the  Company  was  executed on
September 1, 2011, and the basic terms were as follows:

     1.   DUTIES - ASSIGNMENT: New business coordinator.

     2.   COMPENSATION:  $40,000 per annum. The salary will be paid on a monthly
          basis.

     3.   EMPLOYMENT:  The  contract  commenced  on the first day of  September,
          2011.

          a)   Employment will continue for 12 months.

          b)   The  Company  and  employee  agreed to accrue  the  monthly  from
               September  2011  onwards.  Payment of the accrued  amounts  shall
               commence  no later  than  January  2nd 2012  and  payment  of the
               ongoing  monthly salary shall commence on the last working day of
               January 2012.

     4.   SEVERANCE PAYMENTS

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

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

                                       33
<PAGE>
          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),

               (i)  Employee or his estate  shall be  entitled  to receive,  and
                    Employer shall make, the following severance payments:

          c)   continue to pay a sum equivalent to three years annual salary via
               the life assurance scheme to be put in place January 2012

STOCK OPTION AND OTHER COMPENSATION PLANS

     Aside from the  employment  agreements  with  Messrs.  Smith,  Scarrot  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 two 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.

                                       34
<PAGE>
     The Nevada  Revised  Statutes  allow a company to indemnify  our  officers,
directors,  employees,  and agents from any  threatened,  pending,  or completed
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  except under  certain  circumstances.  Indemnification  may only
occur if a determination has been made that the officer, director,  employee, or
agent acted in good faith and in a manner,  which such person  believed to be in
the  best  interests  of the  corporation.  A  determination  may be made by the
stockholders; by a majority of the directors who were not parties to the action,
suit, or proceeding  confirmed by opinion of independent  legal  counsel;  or by
opinion of independent legal counsel in the event a quorum of directors who were
not a party to such action, suit, or proceeding does not exist.

SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

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

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

     The  following  tables  set forth 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.

                                       35
<PAGE>
(a) Security ownership of certain beneficial owners:

<TABLE>
<CAPTION>
                      Name and Address of           Amount and Nature of           ARTICLE 1
Title of Class          Beneficial Owner            Beneficial Ownership        Percent of Class
--------------          ----------------            --------------------        ----------------
<S>                <C>                             <C>                          <C>
Common Stock       Peter J. Smith                      18,000,000 (1)                62.54%
                   23 Frond "K" Palm Jumeirah
                   Dubai, UAE

Common Stock       Enzo Taddei                          5,000,000 (2)                17.37%
                   Avenida Marques del Duero 67
                   Edificio Bahia 2A
                   29670 San Pedro de Alcantara
                   Marbella, Spain
</TABLE>

----------
(1)  Mr. Smith is the direct  beneficial  owner of, and has sole dispositive and
     voting power over, these shares.
(2)  Mr. Taddei is the direct  beneficial owner of, and has sole dispositive and
     voting power over, these shares.

<TABLE>
<CAPTION>
                      Name and Address of           Amount and Nature of           ARTICLE 2
Title of Class          Beneficial Owner            Beneficial Ownership        Percent of Class
--------------          ----------------            --------------------        ----------------
<S>                <C>                             <C>                          <C>
Preferred Stock    Peter J. Smith                       5,000,000 (1)               100.00%
                   23 Frond "K" Palm Jumeirah
                   Dubai, UAE
</TABLE>

----------
(1)  Mr. Smith is the direct  beneficial  owner of, and has sole dispositive and
     voting power over, these shares.

(b) Security ownership of management:

<TABLE>
<CAPTION>
                             Name of                Amount and Nature of
Title of Class          Beneficial Owner            Beneficial Ownership        Percent of Class
--------------          ----------------            --------------------        ----------------
<S>                    <C>                         <C>                          <C>
Common Stock            Peter J. Smith                 18,000,000 (1)               62.54%

Common Stock            Enzo Taddei                     5,000,000 (2)               17.37%

Common Stock            All officers and directors     23,000,000                   79.91%
                         as a group (3 persons)
</TABLE>

----------
(1)  Mr. Smith is the direct  beneficial  owner of, and has sole dispositive and
     voting power over, these shares.
(2)  Mr. Taddei is the direct  beneficial owner of, and has sole dispositive and
     voting power over, these shares.

                                       36
<PAGE>
<TABLE>
<CAPTION>
                             Name of                Amount and Nature of
Title of Class          Beneficial Owner            Beneficial Ownership        Percent of Class
--------------          ----------------            --------------------        ----------------
<S>                    <C>                         <C>                          <C>
Preferred Stock         Peter J. Smith                 5,000,000 (1)               100.00%

Preferred Stock         Enzo Taddei                            0                        0%

Preferred Stock         All officers and directors
                        as a group (2 persons)         5,000,000 (1)               100.00%
</TABLE>

----------
(1)  Mr. Smith is the direct  beneficial  owner of, and has sole dispositive and
     voting power over, these shares.

(c) Changes in control:

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

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

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

     On November  30,  2011,  the Company  issued  5,000,000  shares of Series A
Preferred Stock to Peter J. Smith, its President,  as consideration for $480,000
as a compensatory bonus.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

INDEPENDENT PUBLIC ACCOUNTANTS

     The Company has renewed the  engagement of Berman & Company,  P.A. to serve
as the  independent  accounting  firm  responsible  for auditing  our  financial
statements for the fiscal year ended December 31, 2011.

     (1) Audit  Fees.  During  the fiscal  year ended  December  31,  2011,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2011,  was $20,000.  During the fiscal year ended  December  31,  2010,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2010, was $20,000.

                                       37
<PAGE>
     (2)  Audit-Related  Fees.  During fiscal years ended  December 31, 2011 and
2010, our auditors did not receive any fees for any audit-related services other
than as set forth in paragraph (1) above.

     (3) Tax Fees. Our auditors did not provide tax compliance,  tax advice,  or
tax planning advice during the fiscal years ended December 31, 2011 and 2010.

     (4) All Other Fees. None.

     (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.

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

     The 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 2011 and 2010  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.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

     (a)  (1) Financial Statements

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

     (a)  (2) Financial Statement Schedule

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

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

     (b)  See  Exhibit  Index  below  for  exhibits  required  by  Item  601  of
          Regulation S-K.

                                       38
<PAGE>
                                  EXHIBIT INDEX

     List of Exhibits attached or incorporated by reference pursuant to Item 601
of Regulation S-B

Exhibit No.                    Document Description
-----------                    --------------------
2*             Plan and  Agreement of  Reorganization  dated  November 15, 2010,
               among Global Equity  International,  Inc., Global Equity Partners
               PLC and Stockholders of Global Equity Partners LLC

3.1*           Articles of Incorporation

3.2*           Bylaws

4.1*           Specimen Stock Certificate

4.2*           Certificate  of Amendment to Certificate of Designation of Series
               A Convertible Preferred Stock

10.1*          Employment Agreement dated September 1, 2011, with Peter J. Smith

10.2*          Employment Agreement dated September 1, 2011, with Enzo Taddei

10.3*          Employment   Agreement  dated  September  1,  2011,  with  Adrian
               Scarrott

10.4*          Consulting Agreement between Global Equity Partners PLC and Black
               Swan Data Ltd. dated July 29, 2011

10.5*          Consulting Agreement between Global Equity Partners PLC and Arrow
               Cars SL dated January 14, 2011

10.6*          Consulting  Agreement  between Global Equity Partners PLC and RFC
               K.K. dated October 19, 2011

10.7*          Consulting  Agreement  between Global Equity  Partners PLC and M1
               Luxembourg AG dated December 20, 2010

10.8*          Consulting  Agreement  between  Global  Equity  Partners  PLC and
               Monkey Rock Group, Inc. dated November 26, 2009

10.9*          Consulting  Agreement  between Global Equity Partners PLC and Voz
               Mobile Cloud Ltd. dated December 12, 2011

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.
**   Filed herewith.

                                       39
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                 Global Equity International, Inc.


Dated: March 30, 2012                 /s/ Peter J. Smith
                                      ------------------------------------------
                                 By:  Peter J. Smith
                                 Its: President and Chief Executive Officer

     In accordance  with the  Securities  Exchange Act of 1934,  this 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 30, 2012                 /s/ Peter J. Smith
                                      ------------------------------------------
                                 By:  Peter J. Smith
                                 Its: President and Chief Executive Officer and
                                      Director (Principal Executive Officer)


Dated: March 30, 2012                 /s/ Enzo Taddei
                                      ------------------------------------------
                                 By:  Enzo Taddei
                                 Its: Chief Financial Officer, Secretary and
                                      Director (Principal Financial Officer and
                                      Principal Accounting Officer)

                                       40
<PAGE>
                Global Equity International, Inc. and Subsidiary
                        Consolidated Financial Statements
                           December 31, 2011 and 2010




                                      F-1
<PAGE>
                                    CONTENTS

                                                                         Page(s)
                                                                         -------

Report of Independent Registered Public Accounting Firm                    F-3

Consolidated Balance Sheets -December 31, 2011 and 2010                    F-4

Consolidated Statements of Operations and Comprehensive Income (Loss)
Years Ended December 31, 2011 and 2010                                     F-5

Consolidated Statement of Stockholders' Equity
Years Ended December 31, 2011 and 2010                                     F-6

Consolidated Statements of Cash Flows
Years Ended December 31, 2011 and 2010                                     F-7

Notes to Consolidated Financial Statements                                 F-8

                                      F-2
<PAGE>
         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of:
Global Equity International, Inc.

We have audited the  accompanying  consolidated  balance sheets of Global Equity
International,  Inc. and  Subsidiary,  as of December 31, 2011 and 2010, and the
related  consolidated  statements of operations and comprehensive income (loss),
stockholders'  equity and cash flows for the years ended  December  31, 2011 and
2010.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included considerations of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of Global  Equity
International,  Inc. and  Subsidiary  as of December 31, 2011 and 2010,  and the
results of its operations and  comprehensive  income (loss),  and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 8 to the
financial statements, the Company has a net loss of $1,688,102 and net cash used
in operations of $92,780 for the year ended  December 31, 2011. The Company also
has a working  capital  deficit of $185,123 at December 31, 2011.  These factors
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
8. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


/s/ Berman & Company, P.A.
-------------------------------
Boca Raton, Florida
March 29, 2012

                                      F-3
<PAGE>
                Global Equity International, Inc. and Subsidiary
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                       December 31, 2011     December 31, 2010
                                                                       -----------------     -----------------
<S>                                                                       <C>                   <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                    $     2,218           $     3,275
  Accounts receivable                                                          35,000                    --
  Prepaids                                                                        551                   551
                                                                          -----------           -----------
TOTAL CURRENT ASSETS                                                           37,769                 3,826

MARKETABLE SECURITIES                                                       1,690,000             2,227,236
                                                                          -----------           -----------

TOTAL ASSETS                                                              $ 1,727,769           $ 2,231,062
                                                                          ===========           ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                        $    37,191           $    23,357
  Accrued liabilities - related parties                                       145,528                    --
  Loans payable - related party                                                40,173                    --
                                                                          -----------           -----------
TOTAL CURRENT LIABILITIES                                                     222,892                23,357
                                                                          -----------           -----------

Redeemable Series A, Convertible Preferred Stock:
 5,000,000 shares authorized and 5,000,000 and no shares
 issued and outstanding, respectively, $0.001 par value
 (redemption amount $480,000) (liquidation preference of $0)                  480,000                    --
                                                                          -----------           -----------
STOCKHOLDERS' EQUITY
  Common Stock: 70,000,000 shares authorized and 28,780,700
   and 28,668,000 shares issued and outstanding, respectively,
   $0.001 par value                                                            28,781                28,668
  Additional Paid In Capital                                                  393,103               336,866
  Retained Earnings                                                           (12,007)            1,676,095
  Accumulated other comprehensive income                                      615,000               166,076
                                                                          -----------           -----------
TOTAL STOCKHOLDERS' EQUITY                                                  1,024,877             2,207,705
                                                                          -----------           -----------

Total Liabilities, Redeemable Preferred Stock & Stockholders' Equity      $ 1,727,769           $ 2,231,062
                                                                          ===========           ===========
</TABLE>

                See accompanying notes to financial statements.

                                      F-4
<PAGE>
                Global Equity International, Inc. and Subsidiary
      Consolidated Statements of Operations and Comprehensive Income (Loss)

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                           2011                   2010
                                                                       ------------           ------------
<S>                                                                    <C>                    <C>
REVENUE                                                                $    288,041           $  2,061,160

GENERAL AND ADMINISTRATIVE EXPENSES                                         889,984                291,913

REALIZED LOSS ON IMPAIRMENT OF MARKETABLE SECURITIES                      1,086,160                     --
                                                                       ------------           ------------
NET INCOME (LOSS)                                                      $ (1,688,102)          $  1,769,247
                                                                       ============           ============

NET INCOME (LOSS) PER COMMON SHARE -
 BASIC AND DILUTED                                                     $      (0.06)          $       0.08
                                                                       ============           ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -
 BASIC AND DILUTED                                                       28,735,897             21,092,405
                                                                       ============           ============
COMPREHENSIVE INCOME (LOSS):
  Net income (loss)                                                    $ (1,688,102)          $  1,769,247
  Unrealized gain on available for sale marketable securities               448,924                166,076
                                                                       ------------           ------------

COMPREHENSIVE INCOME (LOSS)                                            $ (1,239,178)          $  1,935,323
                                                                       ============           ============
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>
                Global Equity International, Inc. and Subsidiary
                 Consolidated Statement of Stockholders' Equity
                          Year ended December 31, 2011

<TABLE>
<CAPTION>
                                                                                 Retained        Accumulated
                                            Common Stock         Additional      Earnings           Other           Total
                                         ------------------       Paid-in      (Accumulated     Comprehensive   Stockholders'
                                         Shares      Amount       Capital         Deficit)      Income (Loss)     Equity
                                         ------      ------       -------         --------      -------------     ------
<S>                                    <C>           <C>         <C>            <C>               <C>            <C>
Balance - December 31, 2009             20,000,000   $20,000     $ 80,000       $  (93,152)     $        --     $     6,848

Stock issued in connection with debt
 conversion ($0.40/share)                  668,000       668      264,866               --               --         265,534

Recapitalization                         8,000,000     8,000       (8,000)              --               --              --

Net income - 2010                               --        --           --        1,769,247               --       1,769,247

Unrealized gain on available for sale
 marketable securities                          --        --           --               --          166,076         166,076
                                        ----------   -------     --------       ----------      -----------     -----------

Balance - December 31, 2010             28,668,000    28,668      336,866        1,676,095          166,076       2,207,705

Stock issued for cash ($0.50/share)        103,100       103       51,447               --               --          51,550

Common stock issued for services
 ($0.50/share)                               9,600        10        4,790               --               --           4,800

Net loss - 2011                                 --        --           --       (1,688,102)              --      (1,688,102)

Unrealized gain on available for sale
 marketable securities                          --        --           --               --          448,924         448,924
                                        ----------   -------     --------       ----------      -----------     -----------

BALANCE - DECEMBER 31, 2011             28,780,700   $28,781     $393,103       $ (12,007)      $   615,000     $ 1,024,877
                                        ==========   =======     ========       ==========      ===========     ===========
</TABLE>

See accompanying notes to financial statements.

                                      F-6
<PAGE>
                Global Equity International, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                                                 2011                   2010
                                                                             ------------           ------------
<S>                                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                          $ (1,688,102)          $  1,769,247
  Adjustments to reconcile net income (loss) to net cash
   used in by operating activities:
     Redeemable preferred stock issued for services  - related party              480,000                     --
     Common stock issued for services                                               4,800                     --
     Marketable securities received as revenue                                   (100,000)            (2,061,160)
     Realized loss on impairment of marketable securities                       1,086,160                     --
  Changes in operating assets and operating liabilities:
     Accounts receivable                                                          (35,000)                    --
     Prepaid expenses                                                                  --                  6,674
     Accounts payable                                                              13,834                 19,600
     Accrued liabilities - related parties                                        145,528                     --
                                                                             ------------           ------------
NET CASH USED IN OPERATING ACTIVITIES                                             (92,780)              (265,639)
                                                                             ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from loans payable - shareholders                                       40,173                     --
  Proceeds from loans payable                                                      35,500                     --
  Repayments of loan                                                              (35,500)                    --
  Proceeds from convertible debt                                                       --                265,534
  Proceeds from issuance of common stock                                           51,550                     --
                                                                             ------------           ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          91,723                265,534
                                                                             ------------           ------------

NET DECREASE IN CASH                                                               (1,057)                  (105)

CASH - BEGINNING OF YEAR                                                            3,275                  3,380
                                                                             ------------           ------------

CASH - END OF YEAR                                                           $      2,218           $      3,275
                                                                             ============           ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for interest                                                     $        500           $         --
                                                                             ============           ============
  Cash paid for income taxes                                                 $         --           $         --
                                                                             ============           ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Stock issued in connection with debt conversion                            $         --           $    265,534
                                                                             ============           ============
</TABLE>

                See accompanying notes to financial statements.

                                      F-7
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


NOTE 1 NATURE OF OPERATIONS

Global Equity Partners,  PLC ("GEP"), a private company, was organized under the
laws  of the  Republic  of  Seychelles  on  September  2,  2009.  Global  Equity
International  Inc. (the "Company" or "GEI"), a private  company,  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. See Note 3. GEI is a holding
company that conducts operations through its wholly owned subsidiary, GEP.

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

All significant  inter-company accounts and transactions have been eliminated in
consolidation.

USE OF ESTIMATES

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

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

RISKS AND UNCERTAINTIES

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

CASH

The Company considers all highly liquid investments with an original maturity of
three  months or less to be cash  equivalents.  At  December  31, 2011 and 2010,
respectively, the Company had no cash equivalents.

                                      F-8
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company  recognizes  accounts  receivable  in  connection  with the services
provided.  The Company  has not  recorded  any  allowance  for bad debt,  as all
amounts are expected to be collected.

MARKETABLE SECURITIES

(A) CLASSIFICATION OF SECURITIES

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

All securities held at December 31, 2011 are designated as available for sale.

Any  unrealized  gains and losses are  reported  as other  comprehensive  income
(loss).  Realized gains  (losses) will be computed on a specific  identification
basis and are  recorded in net capital  gains  (losses)  on  investments  in the
statements of operations.

COST METHOD INVESTMENT

At December 31,  2011,  the Company has one  investment,  having a fair value of
$100,000,  that is treated as a cost  method  investment.  The value of the cost
method  investment  pertains  to the  receipt  of 10% of the  common  stock in a
private  company  in which the best  evidence  of fair  value  was the  services
rendered.

In  accordance  with ASC  NO.325-20,  "COST  METHOD  INVESTMENTS",  the  Company
recognizes an investment in the stock of an investee as an asset, as a component
of marketable securities.

Under the cost method of accounting for  investments in common stock,  dividends
will  be the  basis  for  recognition  by  the  Company  of  earnings  from  the
investment.  The net accumulated  earnings of an investee subsequent to the date
of investment  are  recognized by the Company only to the extent  distributed by
the investee as dividends.  Dividends received in excess of earnings  subsequent
to the date of investment are considered a return of investment and are recorded
as reductions of cost of the  investment.  At December 31, 2011, the Company had
not received any dividends.

Since the Company has less than  $100,000,000  in assets,  estimating fair value
and related impairment is exempt under ASC No. 325-35-26.

                                      F-9
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


(B) OTHER THAN TEMPORARY IMPAIRMENT

The Company reviews its equity  investment  portfolio for any unrealized  losses
that would be deemed  other-than-temporary  and  require the  recognition  of an
impairment loss in income. If the cost of an investment  exceeds its fair value,
the Company  evaluates,  among other  factors,  general market  conditions,  the
duration and extent to which the fair value is less than cost, and the Company's
intent and ability to hold the  investments.  Management also considers the type
of  security,  related-industry  and sector  performance,  as well as  published
investment  ratings  and analyst  reports,  to evaluate  its  portfolio.  Once a
decline in fair value is  determined to be other than  temporary,  an impairment
charge is recorded and a new cost basis in the  investment  is  established.  If
market, industry, and/or investee conditions deteriorate,  the Company may incur
future  impairments.  The  Company  recorded a realized  loss on  impairment  of
marketable  securities  for the years ended  December 31, 2011 and 2010 totaling
$1,086,160 and $0, respectively (See Note 4).

BENEFICIAL CONVERSION FEATURE

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

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

DERIVATIVE LIABILITIES

Fair value accounting requires  bifurcation of embedded  derivative  instruments
such as  conversion  features in  convertible  debt or equity  instruments,  and
measurement of their fair value for  accounting  purposes.  In  determining  the
appropriate fair value, the Company uses the Black-Scholes option-pricing model.
In assessing the  convertible  debt  instruments,  management  determines if the
convertible debt host instrument is conventional convertible debt and further if
there  is  a  beneficial  conversion  feature  requiring  measurement.   If  the
instrument is not  considered  conventional  convertible  debt, the Company will
continue its evaluation  process of these  instruments  as derivative  financial
instruments.

Once the derivative  liabilities  are  determined,  they are adjusted to reflect
fair value at each  reporting  period end,  with any increase or decrease in the
fair value being  recorded in results of  operations  as an  adjustment  to fair
value of derivatives.  In addition,  the fair value of  freestanding  derivative
instruments  such  as  warrants,   are  also  valued  using  the   Black-Scholes
option-pricing model.

                                      F-10
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


DEBT ISSUE COSTS AND DEBT DISCOUNT

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

ORIGINAL ISSUE DISCOUNT

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

REVENUE RECOGNITION

Revenue  is  recognized  when the  price is  fixed or  determinable,  persuasive
evidence of an arrangement exists, the service is performed,  and collectability
of the related fee is reasonably assured.

The Company's services do not include a provision for cancellation, termination,
or refunds.

In 2011, the Company  received  marketable  securities and cash as consideration
for services rendered.  In 2010, the Company received  marketable  securities as
consideration for all revenue recognized.

During 2011 and 2010, the Company had the following  concentrations  of accounts
receivables with customers:

         Customer          2011            2010
         --------          ----            ----

            D              43%              --%
            E              57%              --%

                                      F-11
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


During 2011 and 2010, the Company had the following  concentrations  of revenues
with customers:

         Customer          2011            2010
         --------          ----            ----

            A              --%              53%
            B              --%              47%
            C              25%              --%
            D              19%              --%
            E              21%              --%
            F*             35%              --%

No  securities  were  acquired  from  customers  "C", "D", or "E" as all of this
revenue was received in cash (See Note 4).

* Non-marketable securities, accounted for under the cost method.

SHARE-BASED PAYMENTS

The Company recognizes all forms of share-based payments, including stock option
grants,  warrants,  restricted stock grants and stock  appreciation  rights,  at
their fair value on the grant date,  which are 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  option  pricing  model.  Share  based  payment  awards  issued to
non-employees for services rendered are recorded at either the fair value of the
services  rendered or the fair value of the  share-based  payment,  whichever is
more readily  determinable.  The grants are amortized on a  straight-line  basis
over the requisite service periods, which is generally the vesting period. If an
award  is  granted,  but  vesting  does not  occur,  any  previously  recognized
compensation  cost is  reversed  in the  period  related to the  termination  of
service.

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 warrant in
          effect at the time of the grant.
     *    The expected term was 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  regarding
          private  company  stock,  where  future  trading  of stock in a public
          market is expected to be highly volatile.
     *    The forfeiture rate is based on historical experience.

                                      F-12
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


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  carryforwards.  Deferred  income tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary  differences are expected to be recovered or settled.  The
effect on deferred income tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation
allowance  is provided  to reduce the  carrying  amount of  deferred  income tax
assets if it is considered  more likely than not that some  portion,  or all, of
the deferred income tax assets will not be realized.

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

The  Company  recognizes  the  effect  of  income  tax  positions  only if those
positions  are more likely than not of being  sustained.  Recognized  income tax
positions  are  measured at the largest  amount that is greater  than 50 percent
likely of being realized. Changes in recognition or measurement are reflected in
the period in which the change in judgment occurs.
The Company  will record  interest and  penalties  related to  unrecognized  tax
benefits in income tax  expense.  There were no  penalties  or interest  for the
years ended December 31, 2011 and 2010.

The  Company  may be subject to  examination  by the  Internal  Revenue  Service
("IRS") and state taxing authorities for 2011 and 2010 tax years.

The Company's subsidiary, GEP, is incorporated under the laws of the Republic of
Seychelles  ("Seychelles").  A company is subject to Seychelles income tax if it
does business in Seychelles.  A company that is incorporated in Seychelles,  but
that does not do business in Seychelles, is not subject to income tax there. GEP
did not do business in  Seychelles  for the years  ended  December  31, 2011 and
December 31, 2010,  and GEP does not intend to do business in  Seychelles in the
future. Accordingly,  the Company is not subject to income tax in Seychelles for
the years ended December 31, 2011 and December 31, 2010. All business activities
were  performed  by GEP in Dubai  for the  years  ended  December  31,  2011 and
December 31, 2010. Dubai does not have an income tax.

                                      F-13
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


EARNINGS PER SHARE

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

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

COMPREHENSIVE INCOME (LOSS)

Consists  of  the  change  in  unrealized  gain  (loss)  on   available-for-sale
marketable securities.

FAIR VALUE FOR 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.

                                      F-14
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


The carrying amounts reported in the balance sheet for cash, prepaids,  accounts
receivable,  accounts payable,  accrued  liabilities - related parties and loans
payable - related party,  approximate fair value based on the short-term  nature
of these instruments.

The Company  has assets  measured  at fair  market  value on a recurring  basis.
Consequently,  the Company had gains and losses  reported  in the  statement  of
comprehensive  income (loss), that were attributable to the change in unrealized
gains or losses  relating  to those  assets  and  liabilities  still held at the
reporting date for the year ended December 31, 2011.

The following is the Company's  assets  measured at fair value on a nonrecurring
basis at December 31, 2011 and 2010,  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, 2011      December 31, 2010
                                       -----------------      -----------------

Level 1 - None                            $       --             $       --
Level 2 - Marketable Securities            1,590,000              2,227,236
Level 3 - Non-Marketable Securities          100,000                     --
                                          ----------             ----------
TOTAL                                     $1,690,000             $2,227,236
                                          ==========             ==========

Changes in Level 3 assets measured at fair value for the year ended December 31,
2011 were as follows:

                                                              December 31, 2011
                                                              -----------------

Beginning balance, December 31, 2010                             $       --
Realized and unrealized gains (losses)                                   --
Purchases, sales and settlements                                    100,000
Impairment loss                                                          --
                                                                 ----------
Ending balance, December 31, 2011                                $  100,000
                                                                 ==========

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220):
Presentation  of  Comprehensive  Income.  The guidance in ASU 2011-05 applies to
both annual and  interim  financial  statements  and  eliminates  the option for
reporting  entities to present the components of other  comprehensive  income as
part of the statement of changes in stockholders' equity. This ASU also requires
consecutive  presentation of the statement of net income and other comprehensive
income.  Finally,  this ASU  requires  an  entity  to  present  reclassification
adjustments  on the face of the financial  statements  from other  comprehensive
income  to  net  income.   The   amendments   in  this  ASU  should  be  applied
retrospectively  and are effective for fiscal year,  and interim  periods within
those years,  beginning  after  December 15, 2011.  The Company has adopted this
guidance in these financial statements.

                                      F-15
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


In May 2011,  the FASB issued ASU No.  2011-04,  Fair Value  Measurement  (Topic
820):  Amendments  to Achieve  Common  Fair  Value  Measurement  and  Disclosure
Requirements  in U.S.  GAAP and IFRSs.  The guidance in ASU 2011-04  changes the
wording used to describe the  requirements in U.S. GAAP for measuring fair value
and  for  disclosing  information  about  fair  value  measurements,   including
clarification  of the FASB's intent about the application of existing fair value
and disclosure  requirements and changing a particular  principle or requirement
for  measuring  fair  value  or for  disclosing  information  about  fair  value
measurements. The amendments in this ASU should be applied prospectively and are
effective  for interim and annual  periods  beginning  after  December 15, 2011.
Early  adoption  by public  entities  is not  permitted.  The  adoption  of this
guidance is not expected to have a material  impact on the  Company's  financial
position or results of operations.

NOTE 3 REVERSE RECAPITALIZATION

On November 15, 2010,  the Company merged with GEP, a private  corporation,  and
GEP became the  surviving  corporation,  in a  transaction  treated as a reverse
recapitalization.  GEI did not have any material  operations and majority-voting
control was transferred to GEP.

In the  recapitalization,  GEI  issued  20,000,000  shares  of  common  stock in
exchange  for all of GEP's  100,000  issued  and  outstanding  shares of commons
stock. For financial reporting  purposes,  the 100,000 shares have been recasted
to  20,000,000  shares in  accordance  with an exchange  ratio of 200 for 1. The
balance  of the  common  shares  issued  and  outstanding  in GEI  prior  to the
recapitalization were 8,000,000 common shares, and these common shares represent
the common shares issued and  outstanding  in GEI prior to the  recapitalization
that were not  contemplated in the share exchange.  The transaction  resulted in
GEP's shareholders acquiring approximately 72% control.

The transaction  also required a  recapitalization  of GEP. Since GEP acquired a
controlling voting interest,  it was deemed the accounting  acquirer,  while GEI
was  deemed the legal  acquirer.  The  historical  financial  statements  of the
Company  are  those  of GEP and of the  consolidated  entities  from the date of
recapitalization and subsequent.

Since the transaction is considered a reverse recapitalization, the presentation
of pro-forma  financial  information  was not required.  All share and per share
amounts have been  retroactively  restated to the earliest periods  presented to
reflect the transaction.

                                      F-16
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


NOTE 4 MARKETABLE SECURITIES AND FAIR VALUE

The  following  table  represents  the Company's  available for sale  marketable
securities holdings as of December 31, 2010 and 2011:

Equity securities acquired in 2010                              $ 2,061,160
Unrealized gains - 2010                                             210,000
Unrealized losses - 2010 (*)                                        (43,924)
                                                                -----------
Equity securities at fair value - 2010                            2,227,236
Equity securities acquired in 2011                                  100,000
Unrealized gains - 2011                                             405,000
Impairment loss - 2011 (*)                                       (1,042,236)
                                                                -----------
EQUITY SECURITIES AT FAIR VALUE - 2011                          $ 1,690,000
                                                                ===========

(*) The securities acquired in 2010 from customer "B" were permanently  impaired
to zero since the customer was delisted from the  Frankfurt  Open Market when it
fell  out of  compliance  with the  capital  adequacy  rules.  During  2011,  in
connection with recording a realized loss on impairment of marketable securities
for customer "B", previously recorded unrealized losses of $43,924 were recorded
as a component of total impairment loss of $1,086,160.

NOTE 5 DEBT

(A) RELATED PARTY

The Company received advances,  of $40,173,  from related parties.  The advances
are non-interest bearing, unsecured and due on demand.

(B) OTHER

In July 2011, the Company received an advance,  of $35,500,  from a third party.
The advance was non-interest bearing,  unsecured and due on demand. The loan was
repaid in September 2011.

                                      F-17
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


NOTE 6 INCOME TAXES

The Company's provision (benefit) for income taxes is approximately as follows:

                                              2011                2010
                                            --------            --------
Current:
  Federal                                   $     --            $     --
  State                                           --                  --
                                            --------            --------
Total                                             --                  --
                                            --------            --------

Deferred:
  Federal                                         --                  --
  State                                           --                  --
                                            --------            --------
Total                                             --                  --
                                            --------            --------
   Continuing operations                    $     --            $     --
                                            ========            ========

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

                                               2011              2010
                                             ---------         ---------

Income tax provision at statutory rate       $(586,000)        $ 583,000
Increase (decrease) in income tax due to:
  Non-taxable foreign earnings                 574,000          (602,000)
  State taxes                                   (1,000)           (2,000)
  Change in valuation allowance                 13,000            21,000
                                             ---------         ---------
Total                                        $      --         $      --
                                             =========         =========

                                      F-18
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


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

                                                      2011                2010
                                                    --------            --------

Deferred tax assets (liabilities), current          $     --           $     --
                                                    --------           --------
Deferred tax assets (liabilities), non-current:
  Net operating loss                                  34,000             21,000
  Valuation allowance                                (34,000)           (21,000)
                                                    --------           --------
                                                          --                 --
                                                    --------           --------

Net deferred tax assets (liabilities)               $     --           $     --
                                                    ========           ========

Current assets (liabilities)                        $     --           $     --
Non-current assets (liabilities)                          --                 --
                                                    --------           --------
                                                    $     --           $     --
                                                    ========           ========

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes and the amounts used for income taxes.

During the years ended  December 31, 2011 and 2010,  the Company  generated  net
operating losses of approximately $34,000 and $55,000, respectively, for federal
and Florida income tax purposes. These losses can be carried forward and used to
offset  taxable income in future years and expire on December 31, 2031 and 2030,
respectively.

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more-likely-than-not  that some portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning  strategies in making this assessment.  As of December 31, 2011
and 2010,  based upon the levels of  historical  taxable  income and the limited
experience of the Company, the Company believes that it is  more-likely-than-not
that  it will  not be  able to  realize  the  benefits  of some or all of  these
deductible  differences.  Accordingly,  a valuation  allowance of  approximately
$34,000 and $21,000 has been provided in the accompanying  financial  statements
as of December 31, 2011 and 2010, respectively.

                                      F-19
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


For the year ended  December 31, 2011 and from November 15, 2010 to December 31,
2010, GEP incurred a loss of approximately  $567,000 and $20,000,  respectively.
Therefore,  GEP had negative  earnings and profits and does not have any foreign
earnings  and  profits  to  be   distributed.   Since  GEP  does  not  have  any
undistributed  earnings,  the Company has not recorded a deferred tax  liability
associated with the foreign earnings as of December 31, 2011 and 2010.

The  Company is not  subject to any  foreign  income  taxes for the years  ended
December 31, 2011 and 2010.

The  Company  may be subject to  examination  by the  Internal  Revenue  Service
("IRS") and state taxing authorities for 2011 and 2010 tax years.

NOTE 7 STOCKHOLDERS' EQUITY

PREFERRED STOCK

On November 30, 2011, the Company  designated Series A Preferred Stock, with the
following rights:

     *    Voting rights - each share has two votes.
     *    Conversion - each share is  automatically  convertible into 10,000,000
          shares of common stock on December 1, 2013. (See Redeemable  Preferred
          Stock below).
     *    No dividend rights.
     *    No liquidation rights.

The Company issued 5,000,000,  Series A, convertible  preferred shares of stock,
as a bonus to its Chief Executive Officer for services  rendered,  having a fair
value of  $480,000  ($0.096/share),  based upon the fair  value of the  services
rendered, which represents the best evidence of fair value.

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

                                      F-20
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


REDEEMABLE PREFERRED STOCK

Under Regulation S-X, Rule 5-02-28,  preferred stock must be classified  outside
shareholders' 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.

Since the Series A,  convertible  preferred  stock is  redeemable on December 1,
2013 it is presented on the balance sheets as "Redeemable  Preferred Stock" in a
manner consistent with temporary equity.

There are no other features  associated with this class of redeemable  preferred
stock, which require  disclosure.  The carrying amount and redemption amount are
$480,000. There are no redemption requirements.

COMMON STOCK

YEAR END 2010

On December 31, 2010,  the Company  agreed to issue  668,000  restricted  common
shares to various creditors as part of a debt conversion agreement for $263,534.

YEAR END 2011

In May and June 2011,  the Company  issued  103,100  shares of common  stock for
$51,550 ($0.50/share).

On  September  23,  2011,  the Company  issued  9,600 shares of common stock for
services  rendered,  having a fair  value of $4,800  ($0.50/share),  based  upon
recent third party cash offerings.

NOTE 8 GOING CONCERN

As reflected in the  accompanying  financial  statements,  the Company had a net
loss of $1,688,102 and net cash used in operations of $92,780 for the year ended
December 31, 2011; and a working capital deficit of $185,123 and at December 31,
2011.  These factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.

                                      F-21
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


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

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

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

The  accompanying  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 financial statements do not
include any  adjustments  relating to the recovery of the recorded assets or the
classification  of the liabilities that might be necessary should the Company be
unable to continue as a going concern.

NOTE 9 COMMITMENTS

Effective  September 1, 2011, the Company executed an employment  agreement with
its Chief  Executive  Officer and Chief Financial  Officer,  under the following
terms:

     *    Salary - $120,000 - 240,000 per year,
     *    Stock options - amount yet to be determined; and
     *    Term - 3 years

At December  31,  2011,  the Company has accrued  salaries of $145,528 for these
officers.

NOTE 10 SUBSEQUENT EVENTS

DEBT

In March 2012, the Company entered into 90 day bridge loan agreements to raise a
total of $70,000.  The loans will have interest  ranging from 0% - 3%. The loans
are unsecured. As of March 29, 2012, the Company has received $50,000.

                                      F-22
<PAGE>
                 Global Equity International Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                           December 31, 2011 and 2010


In connection with this loan, the Company issued 140,000 shares of common stock,
having a fair value of $70,000  ($0.50/share),  based upon  recent  third  party
services rendered, and 20,000 warrants to the lender having an exercise price of
$1, expiring  September  2013. The fair value of the warrants was  approximately
$7,000.

The  amounts  paid to acquire  the debt  financing  have been  treated as a debt
discount.  The Company  will record debt  discounts  of $70,000.  The  remaining
valuation  of the warrants of $7,000 will be recorded as interest  expense.  The
Company will credit additional paid in capital for $77,000.

The Company  applied fair value  accounting for all share based payment  awards.
The fair value of each  warrant  granted is estimated on the date of grant using
the Black-Scholes  option-pricing model. The Black-Scholes  assumptions used are
as follows:

     Exercise price                        $        1
     Expected dividends                             0%
     Expected volatility                          200%
     Risk fee interest rate                      0.35%
     Expected life of option                1.5 years
     Expected forfeitures                           0%

                                      F-23