Amended Current Report Filing (8-k/a)
09 12월 2017 - 6:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 20, 2017
GLOBAL
EQUITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54557
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27-3986073
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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X3
Jumeirah Bay, Office 3305,
Jumeirah
Lake Towers
Dubai,
UAE
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
+ (971) 42767576 / + (1) 321 200 0142
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2., below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c))
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EXPLANATORY
NOTE
We
are amending our Form 8-K filed on November 21, 2017 to update a change in status of our Funding Agreement with William Marshal
Plc.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in a Form 8-K Current Report filed on November 21, 2017, on November 20, 2017, Global Equity International,
Inc. (“Company”) entered into a Funding Agreement with William Marshal Plc., a company incorporated under the laws
of the United Kingdom (“Lender”), pursuant to which the Lender agreed to loan the Company a minimum of £2,000,000
(approximately US$2,636,000). The loan will be funded in one or more tranches beginning the first week of December 2017. The proceeds
of the loan will be used by the Company to acquire up two financial advisory firms with funds under management.
Note: On December
7, 2017, we received a letter from William Marshal Plc advising us that there have been some technical delays in funding the above
loan this week and next. However, the letter from William Marshal Plc states that it still expects to commence the funding program
in this December.
The
two financial advisory firms are located in the United Kingdom (“UK”) and the isle of Man, respectively. The UK based
firm has approximately US$51,000,000 in funds under management and the Isle of Man based firm has approximately US$39,000,000
in funds under management. Both of these firms have been in business for several years and are owned by the same company. We intend
to enter into definitive acquisition agreements for these two firms in the near future.
Some
of the proceeds of the loan will be used for reduction of our indebtedness and for our general working capital purposes.
Each
tranches of the loan will be evidenced by a Convertible Note, bearing interest at 6% per annum. Interest on the Convertible Notes
is payable semi-annually. The first semi-annual interest payment shall be made in cash or, at the option of the Lender, in shares
of our Common Stock at the conversion price indicated in the Convertible Notes. The Convertible Notes will mature on the
366
th
day following issuance (“Maturity Date”). The principal and any accrued, but unpaid, interest outstanding
on the Maturity Date shall be mandatorily converted into shares of our Common Stock.
The
conversion price under the Convertible Notes shall be equal to the greater of U.S.$0.02 or the average closing price of Borrower’s
Common Stock on the Over-the-Counter Bulletin Board for the prior 60 trading days (subject to equitable adjustments for stock
splits and similar events). A “trading day” shall mean any day on which the Common Stock is tradable for any period
on the stock exchange on which the Borrower’s Common Stock is traded or quoted.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
– See “Exhibit Index” set forth below.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated:
December 8, 2017
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GLOBAL
EQUITY INTERNATIONAL, INC.
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By:
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/s/
Enzo Taddei
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Enzo
Taddei
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Chief
Financial Officer
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EXHIBIT
INDEX
List
of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-B
*Incorporated
herein by reference to Form 8-K Current Report filed with the Commission on November 21, 2017.
**
Filed herewith.
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