UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q



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



For the quarterly period
ended June 30, 2012

or

[ ] TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE TRANSITION FROM ______
TO ______.



Commission File Number: 0-54557



---



GLOBAL EQUITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its
charter)



|Nevada                                                                                      |  | 27-3986073                                  
|------------------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or other Jurisdiction of Incorporation
        or
        Organization)              |  | (I.R.S. Employer
        Identification No.)
|                                                                                            |  |                                             
|Al Habtoor Business Tower
        Level 28, P.O. Box 29805
        Dubai Marina, Dubai, UAE |  |                                             
|(Address of principal executive offices)                                                    |  | (Zip code)                                  



Registrant’s telephone number: +971 (7)
204 7593



23 Frond “K” Palm, Jumeirah,
Dubai UAE

(Former Address)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the 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 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 and post such files). Yes [X] No [  ]



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 the 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 Exchange Act).

Yes [  ]No [X]



APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the
registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [  ]No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 10, 2012, there were 29,245,700
outstanding shares of the Registrant’s Common Stock, $.001 par value.
















INDEX



|                                                                                              |  | Page
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  |     
|PART I – FINANCIAL INFORMATION                                                                |  |     
|                                                                                              |  |     
|Item 1. Financial Statements.                                                                 |  | F-1 
|                                                                                              |  |     
|Notes to Financial Statements (Unaudited)                                                     |  | F-5 
|                                                                                              |  |     
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 5   
|                                                                                              |  |     
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |  | 10  
|                                                                                              |  |     
|Item 4. Controls and Procedures                                                               |  | 20  
|                                                                                              |  |     
|PART II – OTHER INFORMATION                                                                   |  |     
|                                                                                              |  |     
|Item 1. Legal Proceedings.                                                                    |  | 11  
|                                                                                              |  |     
|Item 1A. Risk Factors                                                                         |  | 11  
|                                                                                              |  |     
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 11  
|                                                                                              |  |     
|Item 3. Defaults Upon Senior Securities                                                       |  | 12  
|                                                                                              |  |     
|Item 4. Mine Safety Disclosure                                                                |  | 12  
|                                                                                              |  |     
|Item 5. Other Information.                                                                    |  | 12  
|                                                                                              |  |     
|Item 6. Exhibits                                                                              |  | 12  
|                                                                                              |  |     
|SIGNATURES                                                                                    |  | 13  



2







CONTENTS



|                                                                                                                                           | Page(s)   
|------------------------------------------------------------------------------------------------------------------------------------------ | ----------
|                                                                                                                                           |           
|Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011                                                          | F-1       
|                                                                                                                                           |           
|Consolidated Statements of Operations and Comprehensive Loss
Six Months Ended June 30, 2012 and June 30, 2011 (unaudited)                  | F-2       
|                                                                                                                                           |           
|Consolidated Statement of Stockholders’ Equity
  Six Months Ended June 30, 2012 (unaudited) and the Years Ended December 31, 2011 and 2010 | F-3       
|                                                                                                                                           |           
|Consolidated Statements of Cash Flows
Six Months Ended June 30, 2012 and June 30, 2011 (unaudited)                                         | F-4       
|                                                                                                                                           |           
|                                                                                                                                           |           
|Notes to Consolidated Financial Statements (unaudited)                                                                                     | F-5 - F-17



3









PART I – FINANCIAL INFORMATION



Item 1. Financial Statements.



Global Equity International, Inc. and Subsidiary

Consolidated
Balance Sheets



|                                                                                                                                                                                                                                     |  | June 30, 2012 |           |   | December 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | --------- | - | ----------------- | -
|                                                                                                                                                                                                                                     |  | Unaudited     |           |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Assets                                                                                                                                                                                                                               |  |               |           |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Current Assets                                                                                                                                                                                                                       |  |               |           |   |                   |  
|Cash                                                                                                                                                                                                                                 |  | $             | 105,758   |   |                   | $
|Accounts receivable - net of allowance for doubtful accounts of $35,000 and $0, respectively                                                                                                                                         |  |               | 142,510   |   |                   |  
|Prepaids                                                                                                                                                                                                                             |  |               | 551       |   |                   |  
|Total Current Assets                                                                                                                                                                                                                 |  |               | 248,819   |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Marketable Securities                                                                                                                                                                                                                |  |               | 1,210,000 |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Total Assets                                                                                                                                                                                                                         |  | $             | 1,458,819 |   |                   | $
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Liabilities, Redeemable Preferred
    Stock and Stockholders’ Equity                                                                                                                                                                 |  |               |           |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Current Liabilities                                                                                                                                                                                                                  |  |               |           |   |                   |  
|Accounts payable                                                                                                                                                                                                                     |  | $             | 30,646    |   |                   | $
|Accounts payable - related parties                                                                                                                                                                                                   |  |               | 312,505   |   |                   |  
|Loans payable - related party                                                                                                                                                                                                        |  |               | 26,974    |   |                   |  
|Notes payable - net                                                                                                                                                                                                                  |  |               | 37,656    |   |                   |  
|Total Current Liabilities                                                                                                                                                                                                            |  |               | 407,781   |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|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   |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Common Stock: 70,000,000 shares authorized; 29,245,700 issued and outstanding
    and 28,780,700 shares issued and outstanding, respectively, $0.001 par value                                                                       |  |               | 29,246    |   |                   |  
|Additional paid in capital                                                                                                                                                                                                           |  |               | 632,106   |   |                   |  
|Accumulated deficit                                                                                                                                                                                                                  |  |               | (165,314  | ) |                   |  
|Other comprehensive income                                                                                                                                                                                                           |  |               | 75,000    |   |                   |  
|Total Stockholders’ Equity                                                                                                                                                                                                           |  |               | 571,038   |   |                   |  
|                                                                                                                                                                                                                                     |  |               |           |   |                   |  
|Total Liabilities, Redeemable Preferred Stock & Stockholders’
    Equity                                                                                                                                                             |  | $             | 1,458,819 |   |                   | $





F-1







Global Equity International, Inc. and Subsidiary

Consolidated Statements of Operations and Comprehensive
Income (Loss)

Three
and Six Months ended June 30 2012 & June 30 2011 (Unaudited)







|                                                                             |  | Three Months Ended |            |   | Three Months Ended |   |            | Six Months Ended |  |   | Six Months Ended |  
|---------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | - | ---------- | ---------------- |  | - | ---------------- | -
|                                                                             |  | June 30, 2012      |            |   | June 30, 2011      |   |            | June 30, 2012    |  |   | June 30, 2011    |  
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Revenue                                                                      |  | $                  | 285,000    |   |                    | $ | -          |                  |  | $ | 392,500          |  
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|General and administrative expenses                                          |  |                    | 244,286    |   |                    |   | 97,328     |                  |  |   | 471,259          |  
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Income (loss) from operations                                                |  |                    | 40,714     |   |                    |   | (97,328    | )                |  |   | (78,759          | )
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Interest expense                                                             |  |                    | (54,445    | ) |                    |   | -          |                  |  |   | (74,524          | )
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Net loss                                                                     |  | $                  | (13,731    | ) |                    | $ | (97,328    | )                |  | $ | (153,283         | )
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Weighted average number of common shares outstanding - basic and
    diluted |  |                    | 29,035,315 |   |                    |   | 28,721,423 |                  |  |   | 28,924,931       |  
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Net loss per common share - basic and diluted                                |  |                    | (0.00      | ) |                    |   | (0.00      | )                |  |   | (0.01            | )
|                                                                             |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Comprehensive Loss:                                                          |  |                    |            |   |                    |   |            |                  |  |   |                  |  
|Net loss                                                                     |  | $                  | (13,731    | ) |                    | $ | (97,328    | )                |  | $ | (153,283         | )
|Unrealized loss on available for sale marketable securities                  |  |                    | (75,000    | ) |                    |   | (1,079,240 | )                |  |   | (540,000         | )
|Comprehensive Loss                                                           |  | $                  | (88,731    | ) |                    | $ | (1,176,568 | )                |  | $ | (693,283         | )





F-2









Global
Equity International, Inc. and Subsidiary

Consolidated Statement of Stockholders’
Equity

Six months ended June 30, 2012
and the Years Ended December 31, 2011 and 2010

(Unaudited)





|                                                                         |  |              |            |  |            |   |        | Retained Earnings |  |   | Accumulated Other |  |  | Total         |           
|------------------------------------------------------------------------ |  | ------------ | ---------- |  | ---------- | - | ------ | ----------------- |  | - | ----------------- |  |  | ------------- | ----------
|                                                                         |  | Common Stock |            |  | Additional |   |        | (Accumulated      |  |   | Comprehensive     |  |  | Stockholders’ |           
|                                                                         |  | Shares       |            |  | Amount     |   |        | Paid-in Capital   |  |   | Deficit)          |  |  | Income (Loss) |           
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Balance - December 31, 2010                                              |  |              | 28,668,000 |  |            | $ | 28,668 |                   |  | $ | 336,866           |  |  | $             | 1,676,095 
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Stock issued for cash ($0.50/share)                                      |  |              | 103,100    |  |            |   | 103    |                   |  |   | 51,447            |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Common stock issued for services ($0.50/share)                           |  |              | 9,600      |  |            |   | 10     |                   |  |   | 4,790             |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Net loss - 2011                                                          |  |              | -          |  |            |   | -      |                   |  |   | -                 |  |  |               | (1,688,102
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Unrealized gain on available for sale marketable securities              |  |              | -          |  |            |   | -      |                   |  |   | -                 |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Balance - December 31, 2011                                              |  |              | 28,780,700 |  |            |   | 28,781 |                   |  |   | 393,103           |  |  |               | (12,007   
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Issuance of warrants for interest on notes payable                       |  |              | -          |  |            |   | -      |                   |  |   | 6,968             |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Common Stock Issued for cash ($0.50/share)                               |  |              | 280,000    |  |            |   | 280    |                   |  |   | 139,720           |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Issuance of common stock as debt discount on notes payable ($0.50/share) |  |              | 140,000    |  |            |   | 140    |                   |  |   | 69,860            |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Common stock issued for services ($0.50/share)                           |  |              | 45,000     |  |            |   | 45     |                   |  |   | 22,455            |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Net loss - 2012                                                          |  |              | -          |  |            |   | -      |                   |  |   | -                 |  |  |               | (153,283  
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Unrealized loss on available for sale marketable securities              |  |              | -          |  |            |   | -      |                   |  |   | -                 |  |  |               | -         
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Comprehensive Gain / (Loss) - Exchange Rates                             |  |              | -          |  |            |   | -      |                   |  |   | -                 |  |  |               | (24       
|                                                                         |  |              |            |  |            |   |        |                   |  |   |                   |  |  |               |           
|Balance - June, 2012                                                     |  |              | 29,245,700 |  |            | $ | 29,246 |                   |  | $ | 632,106           |  |  |               | (165,314  



F-3







Global Equity
International Inc. And Subsidiary

Consolidated
Statements of Cash Flows

Six months
ended June 30 2012 and June 30 2011 (Unaudited)





|                                                                               |  | Six Months Ended |         
|------------------------------------------------------------------------------ |  | ---------------- | --------
|                                                                               |  | June 30 2012     |         
|                                                                               |  |                  |         
|Cash Flows from Operating Activities                                           |  |                  |         
|Net Loss                                                                       |  | $                | (153,283
|                                                                               |  |                  |         
|Adjustments to reconcile net loss to net cash used in operating
    activities |  |                  |         
|                                                                               |  |                  |         
|Bad debt                                                                       |  |                  | 35,000  
|Common stock issued to settle accrued salary - related party                   |  |                  | 12,500  
|Stock issued for services                                                      |  |                  | 10,000  
|Consulting revenues received in marketable securities                          |  |                  | (60,000 
|Issuance of warrants in connection with debt financing                         |  |                  | 6,968   
|Amortization of debt discount                                                  |  |                  | 67,556  
|Changes in Operating Assets and Liabilities:                                   |  |                  |         
|Accounts receivable                                                            |  |                  | (142,510
|Accounts payable                                                               |  |                  | (6,545  
|Accounts payable - related parties                                             |  |                  | 166,977 
|Net Cash Used In Operating Activities:                                         |  |                  | (63,337 
|                                                                               |  |                  |         
|Cash Flows from Financing Activities:                                          |  |                  |         
|Proceeds from loans  - shareholders                                            |  |                  | 5,701   
|Proceeds from convertible debt                                                 |  |                  | -       
|Repayments of loans - shareholders                                             |  |                  | (18,900 
|Proceeds from note                                                             |  |                  | 70,100  
|Repayments of note                                                             |  |                  | (30,000 
|Proceeds from issuance of common stock                                         |  |                  | 140,000 
|Net Cash Provided by Financing Activities                                      |  |                  | 166,901 
|                                                                               |  |                  |         
|Net increase (decrease) in cash                                                |  |                  | 103,564 
|                                                                               |  |                  |         
|Effect of Exchange Rates on Cash                                               |  |                  | (24     
|                                                                               |  |                  |         
|Cash at Beginning of Period                                                    |  |                  | 2,218   
|                                                                               |  |                  |         
|Cash at End of Period                                                          |  | $                | 105,758 
|                                                                               |  |                  |         
|Supplemental disclosure of cash flow information:                              |  |                  |         
|Cash paid for interest                                                         |  | $                | -       
|Cash paid for income taxes                                                     |  | $                | -       
|                                                                               |  |                  |         
|Supplemental disclosure of non-cash investing and financing activities:        |  |                  |         
|                                                                               |  |                  |         
|Debt discount recorded on notes payable                                        |  | $                | 70,000  





F-4







Global Equity International
Inc. and Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



Note 1 Basis of Presentation



The accompanying unaudited consolidated
interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.



Accordingly, they do not include all
the information and footnotes necessary for a comprehensive presentation of financial position, results of operations and comprehensive
loss, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments)
have been made which are necessary for a fair financial statement presentation.



The unaudited interim consolidated financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and Analysis, for the years ended December 31, 2011
and 2010. The interim results for the period ended June 30, 2012 are not necessarily indicative of results for the full fiscal
year.



Note 2 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”), 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.



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



Note 3 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.



F-5







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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 June
30, 2012 and December 31, 2011, respectively, the Company had no cash equivalents.



Accounts Receivable and Allowance
for Doubtful Accounts



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



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 June 30, 2012 and December
31, 2011 are designated as available for sale. Management does not intend to liquidate these securities in the near term and has
classified these securities as non-current. Any unrealized gains and losses are reported as other comprehensive income (loss).
Realized gains (losses) will be computed on a specific identification basis and will be recorded in
net capital gains (losses) on investments in the statements of operations.



Cost Method Investment



At June 30, 2012, the Company has one
investment, having a fair value of $160,000 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.



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 June 30, 2012, the Company had not received any dividends.



F-6







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



It is not practicable to estimate the
fair value of the investment since the cost of obtaining an independent valuation appears excessive considering the materiality
of the investment to the Company. Additionally, there are no identifiable events or changes in circumstances that had a significant
adverse effect on the fair value of this investment.



| | (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.



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 pricing model.



F-7







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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 debt, convertible debt and also warrants. 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.



For the six months ended June 30, 2012
and 2011, the Company received marketable securities and cash as consideration for services rendered.



At
June 30, 2012 and December 31, 2011, the Company had the following concentrations of accounts receivables with customers:



|Customer |  | June 30, 2012 |    |   | December 31, 2011 | 
|-------- |  | ------------- | -- | - | ----------------- | 
|C        |  |               | 5  | % |                   | 
|D        |  |               | -  | % |                   | 
|E        |  |               | -  | % |                   | 
|G        |  |               | 42 | % |                   | 
|H        |  |               | 53 | % |                   | 



For
the six months ended June 30, 2012 and 2011, the Company had the following concentrations of revenues with customers:



|Customer |  | June 30, 2012 |    |   | June 30, 2011 | 
|-------- |  | ------------- | -- | - | ------------- | 
|C        |  |               | 11 | % |               | 
|E        |  |               | 5  | % |               | 
|F*       |  |               | 15 | % |               | 
|G        |  |               | 31 | % |               | 
|H        |  |               | 38 | % |               | 



F-8







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



No securities were acquired from customers
“C”, “E”, “G” & “H” as all of this revenue was received in cash.



*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 and restricted stock grants at their fair value on the grant date,
which is based on the estimated number of awards that are ultimately expected to vest.



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



Earnings per Share



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



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



The number of warrants for the purchase
of common stock were excluded from the computation of net loss per share for the three and six months ended June 30 2012 were 20,000
and 20,000 respectively.



F-9







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



Comprehensive Income (Loss)



The comprehensive income or loss consists of
the change in unrealized gain (loss) on available-for-sale marketable securities.



Fair Value of Financial Assets and
Liabilities



The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset
or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value
on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The
following are the hierarchical levels of inputs to measure fair value:



|● |  | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets
or liabilities in active markets.
|- |  | -------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

|● |  | Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets
that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are
observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data
by correlation or other means.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

|● |  | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated
in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant
assumptions that are reasonably available.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The carrying amounts reported in the
balance sheet for cash, accounts receivable, prepaid, accounts payable, accounts payable – related parties, loans payable
– related party and notes payable, 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 loss,
that were attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at June
30, 2012.



The following is the Company’s
assets measured at fair value on a recurring and nonrecurring basis at June 30, 2012 and December 31, 2011, using quoted prices
in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs
(Level 3):



|                                    |  | June 30, 2012 |           |  | December 31, 2011 |  
|----------------------------------- |  | ------------- | --------- |  | ----------------- | -
|Level 1 – None                      |  | $             | -         |  |                   | $
|Level 2 – Marketable Securities     |  |               | 1,050,000 |  |                   |  
|Level 3 – Non-Marketable Securities |  |               | 160,000   |  |                   |  
|Total                               |  | $             | 1,210,000 |  |                   | $



F-10







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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



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



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



Changes in Level 3 assets measured at
fair value for the three months ended June 30, 2012 and the year ending December 31, 2011 were as follows:



|Beginning balance, December 31, 2010   |  | $ | -       | 
|-------------------------------------- |  | - | ------- | 
|Realized and unrealized gains (losses) |  |   | -       | 
|Purchases, sales and settlements       |  |   | 100,000 | 
|Impairment loss                        |  |   | -       | 
|Balance, December 31, 2011             |  | $ | 100,000 | 
|Realized and unrealized gains (losses) |  |   | -       | 
|Purchases, sales and settlements       |  |   | 60,000  | 
|Impairment loss                        |  |   | -       | 
|Balance, June 30, 2012                 |  | $ | 160,000 | 



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-11







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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 Company has adopted this guidance in these financial statements.



Recent Accounting Pronouncements



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



Note 4 Marketable Securities and
Fair Value



The following table represents the Company’s
available for sale marketable securities holdings as of June 30, 2012:



|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 (services provided)      |  |   | 100,000    |  
|Unrealized gains - 2011                                     |  |   | 405,000    |  
|Impairment loss – 2011                                      |  |   | (1,042,236 | )
|Equity securities at fair value – December 31, 2011         |  |   | 1,690,000  |  
|Equity securities acquired in 2012 (services provided)      |  |   | 60,000     |  
|Unrealized losses during the six months ended June 30, 2012 |  |   | (540,000   | )
|Equity securities at fair value – June 30, 2012             |  | $ | 1,210,000  |  



F-12







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



Note 5 Debt



| | (A) | Related Party
| | --- | -------------



The Company received loans from the
Chief Executive Officer. The loans are non-interest bearing, unsecured and due on demand.



The following table represents the loans
payable activity as of June 30, 2012:



|Loans payable – related party - December 31, 2010 |  | $ | -       |  
|------------------------------------------------- |  | - | ------- | -
|Proceeds - 2011                                   |  |   | 40,173  |  
|Loans payable – related party – December 31, 2011 |  |   | 40,173  |  
|Proceeds - 2012                                   |  |   | 5,701   |  
|Repayments - 2012                                 |  |   | (18,900 | )
|Loans payable – related party – June 30, 2012     |  | $ | 26,974  |  



(B) Notes Payable



In February and March 2012, the Company
entered into two 90 day bridge loan agreements to raise a total of $70,000, $20,000 from “note holder A” and $50,000
from “note holder B”. The loans had interest ranging from 0% - 3%. The loans were unsecured.



In connection with these loans, the
Company had issued 140,000 shares of common stock, having a fair value of $70,000 ($0.50/share), based upon recent third party
services rendered at that time, and 20,000 warrants to one lender having an exercise price of $1, expiring September 2013. The
fair value of the warrants was  $6,968.



The 140,000 shares of common stock issued
in connection with the bridge loans was treated as a debt discount of $70,000. The remaining valuation of the warrants, $6,968,
was recorded as interest expense.



The Company
applied fair value accounting for the warrants issued to the lender. The fair valueof the warrants granted was estimated
on the date of grant using the Black-Scholes pricing model. The Black-Scholes assumptions used were as follows:



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



F-13







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



On June 25, 2012, $30,000 was repaid
to “note holder B” and the remaining $20,000 was converted into 40,000 shares of common stock ($0.50/share) subsequent
to June 30, 2012. There was no gain or loss on conversion.



On July 5, 2012, while in default with
“note holder A”, the remaining $20,000 was converted into 40,000 shares of common stock ($0.50/share) June 30, 2012. There was no gain or loss on conversion.



(C) Debt Discount



The following is a summary of Debt and
Debt Discount at June 30, 2012:



|Debt discount                                     |  | $ | 70,000  |  
|------------------------------------------------- |  | - | ------- | -
|Amortization of debt discount to interest expense |  |   | (67,556 | )
|Debt discount – net                               |  | $ | 2,444   |  



|Balance December 31, 2011           |  | $ | -       |  
|----------------------------------- |  | - | ------- | -
|Proceeds - 2012                     |  |   | 70,100  |  
|Repayments                          |  |   | (30,000 | )
|Less: debt discount – net           |  |   | (2,444  | )
|Notes payable – net – June 30, 2012 |  | $ | 37,656  |  



Note 6 Redeemable Series A, Convertible
Preferred Stock and Stockholders’ Equity



| | (A) | 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 two(2) 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 represented the best evidence of fair value.



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



F-14







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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 itis 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.



| | (B) | Common Stock
| | --- | ------------



During the six months ended June 30,
2012, the Company issued the following shares for cash, debt discount and services rendered:



|Type                  |  | Quantity |         |  | Valuation |   |         | Range of Value per share | 
|--------------------- |  | -------- | ------- |  | --------- | - | ------- | ------------------------ | 
|Cash                  |  |          | 280,000 |  |           | $ | 140,000 |                          | 
|Debt discount (1)     |  |          | 140,000 |  |           |   | 70,000  |                          | 
|Services rendered (2) |  |          | 45,000  |  |           |   | 22,500  |                          | 
|Total                 |  |          | 465,000 |  |           | $ | 232,500 |                          | 



(1) See Note 5(B)

(2) In connection with the stock issued
for services rendered, the Company determined fair value based upon the value of the services provided, which was the most readily
available evidence.



F-15







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



| | (C) | Warrants
| | --- | --------



The following is a summary of the Company’s
warrant activity:



|                             |  | Number of Warrants |        |  | Weighted Average Exercise Price |  
|---------------------------- |  | ------------------ | ------ |  | ------------------------------- | -
|Balance at December 31, 2011 |  |                    | -      |  |                                 | $
|Granted                      |  |                    | 20,000 |  |                                 | $
|Exercised                    |  |                    | -      |  |                                 | $
|Forfeited                    |  |                    | -      |  |                                 | $
|Balance at June 30, 2012     |  |                    | 20,000 |  |                                 | $



The weighted average remaining life
for all outstanding warrants at June 30, 2012 is 1.21 years. All warrants are exercisable and fully vested. The intrinsic value
at June 30, 2012 and December 31, 2011 is $0 and $0, respectively.



Note 7 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



Note 8 Going Concern



As reflected
in the accompanying financial statements, the Company had a loss of $153,283 and net cash used in operations of $63,337 for the
six months ended June 30, 2012; and a working capital deficit of $158,962 for the period ended June 30, 2012. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.



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



F-16







Global Equity International Inc. and
Subsidiary

Notes to Consolidated Financial Statements

June 30, 2012

(Unaudited)



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



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



The accompanying 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.





F-17







Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.



For the six months ended June 30, 2012:



The Company had
revenues amounting to $392,500 for the six months ended June 30, 2012. The general and administrative costs were $52,609; and
the professional fees paid to accountants and lawyers on behalf of our clients and also for our own accounting and legal
matters amounted to $127,651. For the period ended June 30, 2012, we accounted for $239,999 of salaries albeit we accrued
almost the entire amount; finally we accounted for a further $125,524 of expenses that included $74,524 of amortization of debt discounts; the difference was either non-recurring or did not form part of our normal company expenditure.



Our profit & loss analysis for the
period ended June 30 2012 is as follows:



|General and Administrative:             |  |   |         | 
|--------------------------------------- |  | - | ------- | 
|Advertising and promotion               |  | $ | 13,058  | 
|Bank service charges                    |  |   | 1,902   | 
|Investor Relations                      |  |   | 2,000   | 
|Travel                                  |  |   | 13,173  | 
|Website Maintenance                     |  |   | 3,920   | 
|Client entertainment                    |  |   | 8,701   | 
|Other expenditure                       |  |   | 9,855   | 
|                                        |  | $ | 52,609  | 
|                                        |  |   |         | 
|Salaries:                               |  |   |         | 
|Officers and Directors                  |  | $ | 180,000 | 
|Employees                               |  |   | 59,999  | 
|                                        |  | $ | 239,999 | 
|                                        |  |   |         | 
|Professional Services:                  |  |   |         | 
|Accountants                             |  | $ | 31,633  | 
|Edgar Services                          |  |   | 3,975   | 
|Legal                                   |  |   | 41,000  | 
|Tax Consultants                         |  |   | 7,500   | 
|Tranfers Agents                         |  |   | 1,740   | 
|Other professional services             |  |   | 41,803  | 
|                                        |  | $ | 127,651 | 
|                                        |  |   |         | 
|Other:                                  |  |   |         | 
|Commision expense                       |  |   | 12,500  | 
|Dubai - Business license and permit fee |  |   | 38,500  | 
|Interest expense - Debt Discount        |  |   | 74,524  | 
|                                        |  | $ | 125,524 | 
|                                        |  |   |         | 
|Total Expenditure                       |  | $ | 545,783 | 



4







The net loss for the period
was $153,283 and the comprehensive loss, due to $540,000 of unrealized losses on available for sale marketable securities, amounted
to $693,283.



At June 30, 2012, the Company
had 29,245,700 shares issued and outstanding, the weighted average was 28,924,931 shares hence the loss per share was $(0.01).



For the six months ended June 30, 2011:



The Company had revenues
amounting to $22,581 for the six months ended June 30, 2011. The general and administrative costs were $41,621; and the professional
fees amounted to $13,184. For the period ended June 30, 2011, we accounted for $41,621; finally we accounted for a further $43,400
of expenses made up of $16,400 of commissions paid to third parties and $27,000 relating to our Dubai license and permit fees.



Our profit & loss analysis for the
period ended June 30 2011was as follows:



|General and Administrative:             |  |   |         | 
|--------------------------------------- |  | - | ------- | 
|Advertising and promotion               |  | $ | 3,880   | 
|Bank service charges                    |  |   | 608     | 
|Travel                                  |  |   | 27,040  | 
|Client entertainment                    |  |   | 3,693   | 
|Other expenditure                       |  |   | 6,416   | 
|                                        |  | $ | 41,637  | 
|                                        |  |   |         | 
|Salaries:                               |  |   |         | 
|Officers and Directors                  |  | $ | 41,621  | 
|                                        |  | $ | 41,621  | 
|                                        |  |   |         | 
|Professional Services:                  |  |   |         | 
|Accountants                             |  | $ | 5,000   | 
|Other professional services             |  |   | 8,184   | 
|                                        |  | $ | 13,184  | 
|                                        |  |   |         | 
|Other:                                  |  |   |         | 
|Commision expense                       |  |   | 16,400  | 
|Dubai - Business license and permit fee |  |   | 27,000  | 
|                                        |  | $ | 43,400  | 
|                                        |  |   |         | 
|Total Expenditure                       |  | $ | 139,842 | 



5







The net loss for the period
ended June 30, 2011 was $117,261.



At June 30, 2011, the Company
had 28,771,100 shares issued and outstanding, the weighted average was 28,694,859 shares hence the loss per share was $(0.00).



For
the three months ended June 30, 2012:



The
Company had revenues amounting to $285,000. The general and administrative costs were $244,286 for the three months ended June
30, 2012.



The
profit from operations for the three month period ended June 30, 2012 was $40,714. The interest expenses due to debt discounts
amounted to $54,445 hence leaving a net loss of $13,731 for the three months ended June 30 2012.



The
Company had 29,245,700 shares issued and outstanding at June 30, 2012. The weighted average of the Company shares issued and outstanding
was 29,035,315 hence the loss per share was $0.00.



Finally,
the unrealized loss on available for sale marketable securities was $75,000 hence the comprehensive loss for the three month period
ended June 30 2012 period was $88,731.



For
the three months ended June 30, 2011:



The
Company had revenues amounting to $0. The general and administrative costs were $97,328 for the three months ended June 30, 2011.



The
net loss for the three month period ended June 30, 2011 was $97,328. The Company had 28,771,100 shares issued and outstanding
at June 30, 2011. The weighted average of the Company shares issued and outstanding was 28,721,423 hence the loss per share was
$0.00.



Finally,
the unrealized loss on available for sale marketable securities was $1,079,240 hence the comprehensive loss for the three month
period ended June 30 2011 was $1,176,568.



LIQUIDITY AND CAPITAL RESERVES



As of June 30, 2012, the
Company had $105,758 in cash and net cash used in operations of $63,337. For the six months ended June 30 2012, the Company had
a net loss of $153,283 and a net comprehensive loss of $693,283. The working capital deficit amounted to $158,962. Finally, the
Company had a positive balance of $571,038 of Shareholders’ Equity for the period ended June 30, 2012.



In February and March 2012,
the Company entered into two 90 day bridge loan agreements to raise a total of $70,000, $20,000 from “note holder A”
and $50,000 from “note holder B”. The loans had interest ranging from 0% - 3%. The loans were unsecured.



In connection with these
loans, the Company had issued 140,000 shares of common stock, having a fair value of $70,000 ($0.50/share), based upon recent third
party services rendered at that time, and 20,000 warrants to one lender having an exercise price of $1, expiring September 2013.
The fair value of the warrants was $6,968.



The 140,000 shares of common
stock issued in connection with the bridge loans were treated as a debt discount of $70,000. The remaining valuation of the warrants,
$6,968, was recorded as interest expense.



The
Company applied fair value accounting for the warrants issued to the lender. The fair valueof the warrants granted was
estimated on the date of grant using the Black-Scholes pricing model.



The Black-Scholes assumptions used were as
follows:



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



On June 25, 2012, $30,000
was repaid to “note holder B” and the remaining $20,000 was converted into 40,000 shares of common stock ($0.50/share)
subsequent to June 30, 2012. There was no gain or loss on conversion.



On July 5, 2012, while
in default with “note holder A”, the remaining $20,000 was converted into 40,000 shares of common stock ($0.50/share)
subsequent to June 30, 2012. There was no gain or loss on conversion.



6







It is the Company’s intention
to seek additional debt financing, which we plan to use as additional working capital to implement our marketing program to increase
awareness of our business model and also to expand our operations via the acquisition of companies that are in a similar space
and industry as ours, although we have not identified any companies that we would consider acquiring.



However, we do not have
any verbal or written agreements with anyone to provide us with debt financing. Any short fall in our projected operating revenues
will be covered by:



1)
The cash fees that we expect to receive during the next 12 months from the four clients we currently have under contract.



2)
Reducing our expenditures; and



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.



FUTURE PLANS



We currently have five
clients under contract, Arrow Cars SL, Black Swan Data Limited, RFC KK., CDP Security Group Limited (“Direct CCTV”) and
Regis Cards Limited.



We anticipate signing up
an additional three clients by the end of 2012. However, we cannot guarantee that we will sign up any new clients in 2012 or receive
any revenues from new clients in 2012.



Our specific plan of operations and milestones
for August 2012 through July 2013 are as follows:



DURING THE THIRD QUARTER OF 2012, WE INTEND
TO:



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



We currently 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.; and
| | -- | --------------------------------------------------------------



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



| | 5. | Various other professionals and introducers in the United Kingdom that are not linked to any
specific firm.
| | -- | -----------------------------------------------------------------------------------------------------------



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.



7







CREATE A MORE EFFICIENT SYSTEM FOR REVIEWING
PROSPECTIVE BUSINESS.



Our new business review
system will change in 2012. We will concentrate our efforts on the quality of the company that is introduced to us. We will start
off by sending the client a standard due diligence list and request that they complete the list and send us the support for review.
We will then follow-up the due diligence with a “site visit” in order to properly understand our client’s business model
and more importantly meet the principals in person. We began this process in July 2012 and it has an added a cost of approximately
$5,000 per company reviewed. We are funding this additional expense from our operational income, mainly income receivable from
clients currently under contract.



EXPAND OUR CONSULTANCY TO INCLUDE MORE MERGER
AND ACQUISITION ACTIVITY.



We intend to form
relationships with merger and acquisition specialists in both during 2012, which, hopefully, will enable us to: 1) find potential
merger and acquisition candidates, 2) introduce our clients to brokers and investment bankers, and 3) introduce the our clients
to the appropriate professionals (attorneys and accountants) to assist them in a public offering or exchange listing. The only
additional cost for this activity will be a very small administrative burden for telephone calls and communications to be funded
out of operational income, mainly income receivable from clients currently under contract.



DURING THE FOURTH QUARTER OF 2012, WE INTEND
TO:



EXPAND OUR NETWORK OF CONTACTS WITHIN THE
INVESTMENT COMMUNITY IN DUBAI



Our network of investment
companies in Dubai is currently small; however, we intend to substantially expand our Dubai network in order to enable us to make
introductions on a more institutional level. From October 2012 onwards, we intend to develop our network to at least twelve Investment
Institutions who may have interests in minority shareholding in companies from outside of the Middle East Region. We anticipate
a small administrative cost to be no more than $10,000 for such development to be funded from operational income, mainly income
receivable from clients currently under contract.



BETWEEN AUGUST 2012 AND DECEMBER 2012, WE
INTEND TO:



SIGN CONTRACTS WITH A MINIMUM OF THREE NEW
CLIENTS.



We have a pipeline of at least twelve potentially
new clients that we are currently reviewing and we hope that we will gain at least three new consultancy contracts in 2012. Hopefully,
this pipeline will grow during 2012 and early 2013, making the possibility of attracting at least three new clients more achievable.



This section of the annual report includes
a number of forward-looking statements that reflect our current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from historical results or our predictions.



DURING THE FIRST SIX MONTHS OF 2013:



WE INTEND TO EXPAND OUR OPERATION INTO DUBAI



If we are able to raise sufficient funds,
it is our intention to open a fully staffed office in Dubai within the first six months of 2013. The first step
will be get obtain a Category Four Dubai Business License. This will permit us to have an office and do business within
the confines of the DIFC (the Dubai International Financial Centre). We will be looking to employee at least four new members
of staff; two accounting assistants, one office manager and one IT person.



8







Cautionary Forward - Looking Statement



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



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



| | · | the volatile and competitive nature
of our industry,
| | - | ----------------------------------------------------

| | · | the uncertainties surrounding the rapidly
evolving markets in which we compete,
| | - | -------------------------------------------------------------------------------

| | · | the 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.



Item 3. Quantitative and Qualitative Disclosure
about Market Risk.



Not applicable.



Item 4. Controls and Procedures.



Evaluation of Disclosure Controls
and Procedures



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



Management’s Report on Internal Control
over Financial Reporting



Commencing with our Annual
Report for the 2011 fiscal year, our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that:



| | (1) | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



9







| | (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 June 30, 2012, 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 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 Quarterly 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.



PART II – OTHER INFORMATION



Item 1. Legal Proceedings.



The Company is not aware
of any threatened or pending litigation against the Company.



Item 1A. Risk Factors.



Not applicable.



Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.



On May 21, 2012, the Company issued
25,000 restricted shares of common stock to Mr. Stephen Stanton (a UK citizen) in exchange for services valued at $12,500.



On May 21, 2012, the Company issued
30,000 restricted shares of common stock at $.50 per share to an investor.



10







On May 22, 2012, the Company issued
200,000 restricted shares of common stock at $.50 per share to an investor.



On June 7, 2012, an investor agreed
to subscribe for 50,000 restricted shares of common stock. The Company issued the shares to this investor on July 2, 2012, and
received subscription funds from this investor the same day July 2, 2012.



On June 21, 2012, the Company issued
20,000 restricted shares of common stock to one of our Directors, Mr. Adrian Scarrott, in lieu of $10,000 in accrued salary.



Subsequent to June
30, 2012, the Company issued 40,000 restricted shares of common stock to one lender upon conversion of debt.



The proceeds from the sales of the
Company’s common stock were used as working capital and for repayment of debt.



The issuances of the above shares
of common stock were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation
S promulgated thereunder.



Item 3. Defaults upon Senior Securities.



None.



Item 4. Mine Safety Disclosures.



Not applicable.



Item 5. Other Information.



None.



Item 6. Exhibits.



See Exhibit
Index below for exhibits required by Item 601 of regulation S-K.



EXHIBIT INDEX



Exhibit No. Description



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



|Exhibit |  | Description                                                  
|------- |  | -------------------------------------------------------------
|31.1 *  |  | Certification under Section 302 of Sarbanes-Oxley Act of 2002
|31.2 *  |  | Certification under Section 302 of Sarbanes-Oxley Act of 2002
|32.1 *  |  | Certification under Section 906 of Sarbanes-Oxley Act of 2002
|32.2 *  |  | Certification under Section 906 of Sarbanes-Oxley Act of 2002



*	Filed herewith.



11







SIGNATURES



Pursuant to the requirements of 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.           
|--------------------- | --------------------------------------------
|                      |                                             
|Date: August 10, 2012 | /s/
    Peter J. Smith                      
|                      | Peter J. Smith                              
|                      | President and Chief Executive Officer       
|                      | (Principal Executive Officer)               
|                      |                                             
|Date: August 10, 2012 | /s/ Enzo
    Taddei                         
|                      | Enzo Taddei                                 
|                      | Chief Financial Officer                     
|                      | (Principal Accounting and Financial Officer)





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