UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

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): October 4, 2013

GEI GLOBAL ENERGY CORP
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-171572
 
27-3429931
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
 (I.R.S. Employer
Identification Number)
 
 Attn: Matt Reams, President, Secretary, Treasurer and Interim CFO
10300 W. Charleston Blvd., #13-56
Las Vegas, NV 89135
(Address of principal executive offices)
 
(702) 425-2873
 (Registrant’s telephone number, including area code)
 
 (Former Name or Former Address, if Changes since Last Report)
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
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Item 3.02. Unregistered Sales of Equity Securities

The Company previously reported that $119,929.52 of the Company’s notes payable (the “Notes”) were being converted into 19,987,142 shares (the “Conversion Shares”) of the Company’s common stock (the “Debt Conversion”).  On October 4, 2013 the Board of Directors adopted a resolution rescinding the Debt Conversion.  As a result, the Company remains indebted on the Notes and the Conversion Shares will not be issued.
 
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.
 
 
 
GEI GLOBAL ENERGY CORP.
 
       
Date: October 11, 2013
By:
/s/ Matt Reams
 
 
Name:
Matt Reams
 
 
Title:
President, Secretary, Treasurer and
Acting CFO
 
       
 
 
 
 
 
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