Proxy Statement - Other Information (preliminary) (pre 14c)
20 Février 2018 - 10:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check
the appropriate box:
[x]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[ ]
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Definitive
Information Statement
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GLOBAL
EQUITY INTERNATIONAL, INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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None
required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price of other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth amount on which
filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of the filing.
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1)
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Amount
previously paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF THE COMPANY
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GLOBAL
EQUITY INTERNATIONAL, INC.
X3
Jumeirah Bay, Office 3305,
Jumeirah
Lake Towers, Dubai, UAE
INFORMATION
STATEMENT
(Preliminary)
February
20, 2018
GENERAL
INFORMATION
This
Information Statement of GLOBAL EQUITY INTERNATIONAL, INC., a Nevada corporation (“Company”), has been filed with
the Securities and Exchange Commission and is being furnished, pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended (“Exchange Act”) on or about March 6, 2018, to our shareholders of record as of the close of business on
February 16, 2018 (“Record Date”), to notify such shareholders that on February 20, 2018 (i) the Company’s Board
of Directors approved an amendment to our Articles of Incorporation to change the name of the Company, as part of a rebranding
strategy, to Argentum 47, Inc., subject to shareholder approval; (ii) our Board of Directors set February 16, 2018, as the record
date for shareholders entitled to vote on the amendment; and (iii) the Company received the written consent in lieu of a special
meeting of shareholders from shareholders holding 66.42% of our total voting rights or castable votes (“Majority Shareholders”),
approving of the Company amending the Articles of Incorporation to change the name of the Company to Argentum 47, Inc.
While
the above actions have been approved by a majority of our outstanding shares in accordance with Nevada Corporate Law, the rules
of the Securities and Exchange Commission provide that the above actions cannot take effect until at least 20 days after this
information statement has first been sent to our shareholders. We anticipate that the actions contemplated hereby will be effected
on or about the close of business on March 26, 2018.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians,
fiduciaries and other similar persons to forward this Information Statement to the beneficial owners of our voting securities,
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
You
are being provided with this Information Statement pursuant to Section 14(c) of the Exchange Act and Regulation 14C promulgated
thereunder, and, in accordance therewith, the amendment to our Articles of Incorporation and the forward stock split will not
become effective until at least 20 calendar days after the mailing of this Information Statement.
ADDITIONAL
INFORMATION
The
Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, we file
annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You should call the SEC at 1-800-732-0330
for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC’s
web site at http:
//www.sec.gov
You
may request, and we will voluntarily provide, a copy of our filings, including our annual report, which will contain audited financial
statements, at no cost to you, by writing or telephoning us at the following address and telephone number:
GLOBAL
EQUITY INTERNATIONAL, INC.
X3
Jumeirah Bay, Office 3305,
Jumeirah
Lake Towers, Dubai, UAE
Telephone:
+971 (7) 204 7593/ or (321)-200-0142
The
following documents as filed with the Commission by the Company are incorporated herein by reference:
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1.
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016;
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2.
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Form
10-Q for the quarter ended March 31, 2017;
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3.
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Form
10-Q for the quarter ended June 30, 2017; and
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4.
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Form
10-Q for the quarter ended September 30, 2017.
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OUTSTANDING
VOTING SECURITIES
The
holders of our Common Stock are entitled to one vote per share. As of February 16, 2018, we had 525,534,409 shares of Common Stock
issued and outstanding. The holders of our Series “B” Preferred Stock are entitled to ten votes per share. As of February
16, 2018, we had 45,000,000 shares of Series “B” Preferred Stock issued and outstanding, which entitled the holders
of our Series B Preferred Stock to 450,000,000 votes. The holders of our Series “C” Preferred Stock are entitled to
100 votes per share. As of February 16, 2018, we had 2,400,000 shares of Series “C” Preferred Stock issued and outstanding,
which entitled the holders of our Series C Preferred Stock to 240,000,000 votes. Combined, the holders of our outstanding shares
of our Common Stock, Series “B” Preferred Stock and Series “C” Preferred Stock are entitled to cast a
total of 1,215,534,409 votes on all matters brought before meetings of the Company’s shareholders.
On
the Record Date, persons entitled to cast 807,313,452 votes (or 66.42% of total votes entitled to be cast) voted to approve the
above described corporate actions.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following tables set forth the ownership of our common stock and preferred stock by (a) each person known by us to be the beneficial
owner of more than 5% of our outstanding common stock and preferred stock; and (b) by all of named officers and our directors
and by all of our named executive officers and directors as a group. To the best of our knowledge, the persons named have sole
voting and investment power with respect to such shares and are beneficial owners of the shares indicated in the tables, except
as otherwise noted by footnote.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the
rules of the U.S. Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under
these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to
vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed
to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within
60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular
date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as
to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60
days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as
otherwise indicated below, we believe that the beneficial owners of our common stock listed below have sole voting and investment
power with respect to the shares shown.
(a)
Security ownership of certain beneficial owners:
Title
of Class
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Name
and Address of
Beneficial Owner
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Amount
and
Nature
of
Beneficial
Ownership
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Notes
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Percent
of
Class
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Common
Stock
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Peter
J. Smith,
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379,122,645
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1,2
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47.99
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%
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Villa
38 Frond “F” Palm Jumeirah,
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Dubai,
UAE.
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Common
Stock
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Enzo
Taddei,
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335,325,000
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1,3
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38.95
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%
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Apt.
1105, Building Elite 3,
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Sports
City,
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Dubai,
UAE.
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Common
Stock
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Patrick
V. Dolan
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92,608,267
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1,4
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15.05
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%
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24
Harthill Road,
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Liverpool
L18 6LY,
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United
Kingdom.
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(1)
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The
numbers and percentages set forth in these columns are based on 525,534,409 shares of Common Stock outstanding and the shareholder’s
respective beneficial ownership of 45,000,000 shares of Series “B” Preferred Stock and 2,400,000 shares of Series
“C” Preferred Stock outstanding. The number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under such rule, beneficial ownership includes any shares as to which the security holder has sole
or shared voting power or investment power and also any shares, which the security holder has the right to acquire within
60 days. On the date of this Annual Report, each share of Series B Preferred Stock has 10 votes on all matters brought before
meetings of shareholders and each share of Series C Preferred Stock has 100 votes on all matters brought before meetings of
shareholders.
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(2)
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Mr.
Smith is the direct beneficial owner of, and has sole dispositive or voting power over, these shares. Mr. Smith is the direct
beneficial owner of 114,705,145 shares of Common Stock. Mr. Smith owns 16,467,500 shares of Series “B” Preferred
Stock, each share of which has 10 votes on all matters brought before meetings of shareholders. In addition, Mr. Smith owns
1,000,000 shares of Series “C” Preferred Stock, each share of which has 100 votes on all matters brought before
meetings of shareholders.
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(3)
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Mr.
Taddei is the direct beneficial owner of, and has sole dispositive or voting power over, these shares. Mr. Taddei owns 23,532,500
shares of Series “B” Preferred Stock, each share of which has 10 votes on all matters brought before meetings
of shareholders. In addition, Mr. Taddei owns 1,000,000 shares of Series “C” Preferred Stock, each share of which
has 100 votes on all matters brought before meetings of shareholders. Mr. Taddei does not own any shares of Common Stock.
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(4)
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Mr.
Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares. Mr. Dolan is the direct
beneficial owner of 2,608,267 shares of Common Stock. Mr. Dolan owns 5,000,000 shares of Series “B” Preferred
Stock, each share of which has 10 votes on all matters brought before meetings of shareholders. In addition, Mr. Dolan owns
400,000 shares of Series “C” Preferred Stock, each share of which has 100 votes on all matters brought before
meetings of shareholders.
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(b)
Security ownership of management:
Title
of Class
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Name
of
Beneficial
Owner
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Amount
and Nature of Beneficial Ownership
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Percent
of Class
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Common
Stock
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Peter
J. Smith
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379,122,645
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(1)
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47.99
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%
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Common
Stock
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Enzo
Taddei
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335,325,000
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(2)
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38.95
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%
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Common
Stock
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Patrick
V. Dolan
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92,608,267
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(3)
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15.05
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%
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(1)
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See
footnote 2 under table in (a), above.
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(2)
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See
footnote 3 under table in (a), above.
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(3)
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See
footnote 4 under table in (a), above.
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Security
ownership of certain beneficial owners of our Series “B” Preferred Stock by our named executive officers and all other
persons who own our Series “B” Preferred Stock:
Name
of Beneficial Owner
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Number
of
Shares
(1)
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Percentage
of
Ownership
(1)
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Peter
J. Smith
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(President,
Director and 5% or more beneficial owner)
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20,000,000
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(2)
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44.44
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%
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Enzo
Taddei
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20,000,000
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(3)
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44.44
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%
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(Chief
Financial Officer, Director and 5% or more beneficial owner)
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Patrick
V. Dolan
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5,000,000
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(4)
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11.12
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%
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All
officers and directors as a group (three persons)
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45,000,000
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100.00
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%
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(1)
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The
numbers and percentages set forth in these columns are based on 45,000,000 shares of Series “B” Preferred Stock
outstanding and the shareholder’s respective beneficial ownership of shares of Series “B” Preferred Stock
outstanding.
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(2)
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Mr.
Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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(3)
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Mr.
Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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(4)
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Mr.
Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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Security
ownership of certain beneficial owners of our Series “C” Preferred Stock by our named executive officers and all other
persons who own our Series “C” Preferred Stock:
Name
of Beneficial Owner
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Number
of Shares
(1)
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Percentage
of Ownership
(1)
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Peter
J. Smith
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(President,
Director and 5% or more beneficial owner)
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1,000,000
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(2)
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41.66
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%
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Enzo
Taddei
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1,000,000
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(3)
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41.66
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%
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(Chief
Financial Officer, Director and 5% or more beneficial owner)
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Patrick
V. Dolan
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400,000
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(4)
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16.66
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%
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All
officers and directors as a group (three persons)
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2,400,000
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100.00
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%
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(1)
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The
numbers and percentages set forth in these columns are based on 2,400,000 shares of Series “C” Preferred Stock
outstanding and the shareholder’s respective beneficial ownership of shares of Series “C” Preferred Stock
outstanding.
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(2)
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Mr.
Smith is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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(3)
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Mr.
Taddei is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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(4)
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Mr.
Dolan is the direct beneficial owner of, and has sole dispositive and voting power over, these shares.
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There
are no arrangements or understandings among the entities and individuals referenced above or their respective associates concerning
election of directors or other any other matters which may require shareholder approval.
THE
APPROVAL OF AN AMENDMENT TO OUR ARTICLES
OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY
ACTION
NO. 1
Overview
On
February 20, 2018, our Board of Directors and the shareholders holding a majority of the voting rights in the Company approved
an amendment to the Articles of Incorporation to change the name of the Company to Argentum 47, Inc.
Reasons
for action No. 1
The
Company believes it should change its name to Argentum 47, Inc. to reflect the new direction and brand of the Company as it becomes
engaged in advisory and fund management, among other business pursuits.
Approval
of Action No. 1
The
Majority Shareholders have approved the amendment to our Articles of Incorporation to effect a change in the name of the Company
to Argentum 47, Inc. Including the super voting rights of the holders of our Series B and Series C Preferred Stock, there are
1,215,534,409 castable votes on all matters brought before meetings of the Company’s shareholders. A total of 807,313,452
(66.42%) votes were cast to approve the amendment to our Articles of Incorporation to change the Company’s name. The number
of shares voted to approve the plan was sufficient under Nevada corporate law.
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By
Order of the Board of Directors
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/s/
Enzo Taddei
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Date:
March __, 2018
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Enzo
Taddei,
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Director
and Chief Financial Officer
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Argentum 47 (PK) (USOTC:ARGQ)
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