GEI GLOBAL ENERGY CORP. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - GEI GLOBAL ENERGY CORP.	Financial_Report.xls
EX-31.1 - CERTIFICATION - GEI GLOBAL ENERGY CORP.	f10q0314ex31i_geiglobal.htm
EX-32.2 - CERTIFICATION - GEI GLOBAL ENERGY CORP.	f10q0314ex32ii_geiglobal.htm
EX-32.1 - CERTIFICATION - GEI GLOBAL ENERGY CORP.	f10q0314ex32i_geiglobal.htm
EX-31.2 - CERTIFICATION - GEI GLOBAL ENERGY CORP.	f10q0314ex31ii_geiglobal.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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: K. J. Berry, Ph.D., P.E., Chairman and CEO

6060 Covered Wagons Trail

Flint, Michigan 48532

(Address of principal executive offices)

(810) 610-2816

(Registrant’s telephone number, including area code)

Suja Minerals, Corp.

(Former Name or Former Address, if Changes since Last Report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES x NO o

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	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 o NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 48,864,970 shares of common stock as of May 15, 2014.

TABLE OF CONTENTS

		Page

PART I	FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	3

	Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013	4

	Unaudited Consolidated Statements of Comprehensive Loss for the three-month periods ended March 31, 2014 and March 31, 2013	5

	Unaudited Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2014 and March 31, 2013	5

	Condensed Notes to the Consolidated Financial Statements	6

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	16

ITEM 4	Controls and Procedures	17

PART II	OTHER INFORMATION	18

ITEM 1A	Risk Factors	18

ITEM 3	Defaults Upon Senior Securities	19

ITEM 4	Mine Safety Disclosures	19

ITEM 4	Other Information	19

ITEM 6	Exhibits	19

INDEX TO EXHIBITS		19

SIGNATURES		20

GEI GLOBAL ENERGY CORP.
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)

	(Unaudited)
	March 31,			December 31,
	2014			2013

ASSETS:
Current Assets
Cash	$	19,106		$	5,553
Prepaid rent		-			5,075
Deferred financing costs		26,550			-
Total Current Assets		45,656			10,628

Property and Equipment, net (Note 3)	$	247,740		$	213,177

Total Assets		293,396			223,805

LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities
Accounts payable	$	358,832		$	375,951
Accrued liabilites		299,085			286,867
Due to related party (Note 4)		293,203			249,703
Advances received (Note 6)		674,500			674,500
Convertible notes payable (Note 5)		472,500			500,000
Total Current Liabilities		2,098,120			2,087,021

Convertible notes payable (Note 5)		9,082			6,843

Total Liabilities		2,107,202			2,093,864

Going Concern (Note 1)
Subsequent Events (Note 9)

Stockholders' Deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 2,500 issued and outstanding as of March 31, 2014 abd December 31, 2013		50,000			50,000
Common stock, $0.001 par value, 800,000,000 shares authorized; 46,964,970 and 126,970 issued and outstanding as of March 31, 2014 and December 31, 2013 (Note 7)		46,966			128
Common stock issuable (Note 7)		546,154			1,451,838
Additional paid-in capital		5,575,816			325,314
Deficit		(8,032,742	)		(3,697,339	)
Total Stockholders' Deficit		(1,813,806	)		(1,870,059	)

Total Liabilities and Stockholders' Deficit	$	293,396		$	223,805

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GEI GLOBAL ENERGY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Expressed in U.S. dollars)

	Three Months Ended
	March 31,		March 31,
	2014		2013

REVENUE	$	-	$	-

OPERATING EXPENSES:
Selling, general, and administrative (Note 8)		2,129,506		10,220
Depreciation		3,048		-
Consulting expense		1,501,031		-
Total operating expenses		3,633,585		10,220

OTHER EXPENSES
Interest expense (Note 5)		14,595		776
Total other expenses		14,595		776

NET LOSS	$	3,648,180	$	10,996

Deemed dividends		687,223		-

NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	4,335,403	$	10,996

NET LOSS PER COMMON SHARE:
Basic and diluted	$	0.08	$	0.11
Weighted average number of common shares outstanding, basic and diluted		43,845,103		97,250

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GEI GLOBAL ENERGY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in U.S. Dollars)

	Three Months Ended
	March 31,			March 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,648,180	)	$	(10,996	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		3,048			-
Shares issued for services		3,481,848			-
Accretion on convertible notes		2,239			-
Stock issuable for services		61,000			-
Changes in operating assets and liabilities:
Prepaid rent		5,075			-
Accounts payable and accrued liabilities		32,675			6,996
Net cash used in operating activities		(62,295	)		(4,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equipment		(37,612	)		-
Net cash used in investing activities		(37,612	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
		-
Proceeds from convertible notes		84,960			-
Proceeds from note payable		-			4,000
Advances from related party		43,500			-
Cash spent on deferred financing costs		(15,000	)		-
Net cash provided by financing activities		113,460			4,000

INCREASE (DECREASE) IN CASH		13,553			-
CASH, BEGINNING OF PERIOD		5,553			-
CASH, END OF PERIOD	$	19,106		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	140		$	-
Income taxes paid	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

GEI GLOBAL ENERGY CORP.

Notes to the Consolidated Financial Statements

For the three-month periods ended March 31, 2014 and March 31, 2013

(Expressed in U.S. dollars)

NOTE 1 – DESCRIPTION OF BUSINESS AND GOING CONCERN

GEI Global Energy Corp., formerly Suja Minerals Corp. (the “Company”) was incorporated in the State of Nevada on April 28, 2010. The Company’s principal business activity is the construction and sale of fuel cell auxiliary electric power generation systems for residential, commercial, military, and industrial electric applications. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2014, the Company has a working capital deficiency of $2,052,464 and has accumulated losses of $8,032,742 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – BASIS OF PRESENTATION OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Energy Innovations, Inc. (see Note 10).

These interim consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed May 8, 2014 with the SEC.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for the period ended March 31, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year.

Recent Accounting Pronouncements

The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s consolidated financial statements or disclosures.

NOTE 3 – PROPERTY AND EQUIPMENT

	Cost $		Accumulated Depreciation $		March 31, 2014 Net Carrying Value $		December 31, 2013 Net Carrying Value $

Computer hardware		4,323		4,323		-		-
Equipment		21,182		21,182		-		-
Furniture and fixtures		23,653		3,729		19,924		20,892
Demonstration equipment		195,483		-		195,483		157,872
Computer software		392		392		-		-
Leasehold improvements		38,163		5,830		32,333		34,413
		283,196		35,456		247,740		213,177

As at March 31, 2014, demonstration equipment was under construction and was 40% complete.

During the three-month period ended March 31, 2014, the Company recorded no impairment write-downs on the property and equipment.

NOTE 4 – DUE TO RELATED PARTY

		March 31, 2014				December 31, 2013
Due to the President of the Company			293,203				249,703

As at March 31, 2014 the Company owed $293,203 (December 31, 2013 - $249,703) for cash advances received from the President of the Company and the amount payable under the reverse acquisition completed by the Company during 2013, which are non-interest bearing, unsecured, and due on demand.

NOTE 5 - CONVERTIBLE NOTES PAYABLE

The Company had the following convertible notes payable outstanding as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013

Note C-1		250,000		250,000
Dated – March 18, 2008

Note C-2		200,000		250,000
Dated – August 15, 2008

Note C-3		500		-
Dated – March 18, 2014 (Note $70,000 less Discount $69,500)

Note C-4		15,000		-
Dated – March 11, 2014

Note C-5		5,000		-
Dated – March 26, 2014

Note C-6		2,000		-
Dated – March 26, 2014

Note C-7		9,082		6,843
Dated – November 8, 2013 (Note $37,375 less Discount $28,293)
Total convertible notes payable	$	481,582	$	506,843

Less: current portion of convertible notes payable		472,500		500,000
Long-term convertible notes payable	$	9,082	$	6,843

Note C-1: On March 18, 2008, the Company entered into a convertible promissory note agreement for $250,000. Pursuant to the agreement, the note bears interest at 8% per annum. The principal balance and all accrued interest was due and payable on March 18, 2011 (the “Maturity Date”) provided that the note holder has given written notice to the Company on or after September 18, 2010, but prior to the Maturity Date, demanding full payment of this note as of the Maturity Date (the “Payoff Notice”). The principal amount and accrued interest shall be converted into common stock of the Company upon the first to occur of the following events and the Company shall provide a written notice to the note holder of the occurrence of any such conversion event (“Conversion Notice”): (i) If the Company has not received a Payoff Notice and no event of default has occurred as of the Maturity Date; (ii) the final closing date of a minimum of $500,000 financing (the “Next Financing Closing”) which results in the Company receiving new capital investment in exchange for the issuance by the Company of a capital interest in the Company; and (iii) immediately prior to the occurrence of any of the following (“Change of Control”): when (1) the Company sells, conveys, or otherwise disposes of all or substantially all of its property or business; or (2) when the Company causes to be registered and sold any of its shares of common stock pursuant to and under a registration statement prepared and filed in compliance with the Federal Securities Act of 1933; or (3) when the Company effects any transaction which results in one or more stockholders who were not stockholders of the Company immediately prior to such transaction owning more than sixty-five percent (65%) of the voting rights of the Company.

If conversion occurs at the Next Financing Closing, then the note is convertible into the same type, series, and class of securities issued under the Next Financing Closing. The conversion price shall equal to conversion amount divided by the average price per share received by the Company at the Next Financing Closing, multiplied by 95% if the Next Financing Closing occurs on or before September 18, 2008, 90% if the Next Financing Closing occurs after September 18, 2008 but on or before September 18, 2009, 85% if the Next Financing Closing occurs after September 18, 2009 but on or before March 18, 2010, or 80% if the Next Financing Closing occurs after March 18, 2010.

If the conversion occurs at the Maturity Date or upon a Change of Control, then the conversion price shall be equal to $1,872 per share.

Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company did not allocate any proceeds to the conversion feature at issuance as the value of the conversion feature should not be recognized until the contingency event occurs. The Company also evaluated the conversion feature under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” and determined that the conversion feature did not meet the criteria necessary for derivative treatment.

As of the Maturity Date, the Company has not received new capital investment of a minimum of $500,000 or a Payoff Notice from the note holder. Pursuant to the terms of the agreement, the principal amount and accrued interest was then convertible into common stock of the Company. The Company determined that there was no beneficial conversion feature as the fair value of common stock of the Company is below the conversion price of $1,872. At March 31, 2014, the promissory note has not been repaid or converted.

Note C-2: On August 15, 2008, the Company entered into a secured convertible promissory note agreement for $250,000. The convertible promissory note, which was due on September 1, 2010, bears interest at the rate of 9% per annum. In the event the note is not repaid or converted on or prior to September 1, 2010 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 15% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company the principal then due under the note on the following terms: (i) automatically into the Company’s next issued series of preferred stock for not less than $1,500,000 at the per share price. Interest will either be paid or converted at the option of the holder; or (ii) in the event that the conversion in (i) does not occur by August 30, 2010, then the holder will have the option of converting the note into the requisite number of units of the Company’s preferred stock. The conversion price will be determined by the Company immediately prior to the time of conversion.

The conversion price will be determined through (i) or (ii) below at the option of the Company:

i). The per share value of each share of preferred stock will equal to the result of the following formula: (1) six times the average earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the Company for the 2008 and 2009 fiscal years, divided by the product of (1) by the number of preferred stock issued and outstanding.

ii). The fair market value of each share of preferred stock as of August 30, 2010. The fair market value of the preferred stock shall be determined by a qualified appraiser jointly selected by the Company and the note holder.

As of August 30, 2010, the Company had not completed a financing of a minimum of $1,500,000 and the note holder did not contact the Company to determine the fair market value of the preferred stock or demand payment. On January 1, 2014, the Company converted $50,000 of the principal balance for 1,700,000 shares of common stock of the Company (see also Note 7). At March 31, 2014, principal balance of $200,000 has not been repaid or converted.

Note C-3: On March 18, 2014, the Company entered into a convertible promissory note agreement with a face value of $70,000 (the “Principal Amount”), which includes $62,960 advanced by the Holder, and original issuer discount of $7,040. Pursuant to the agreement, the note bears no interest. The principal balance is due and payable on June 18, 2014. The principal amount shall be converted into shares of common stock of the Company at a fixed conversion price of $0.0001 (subject to a reset provision to $0.00001 upon certain conditions) at the option of the Holder, in whole at any time after the maturity date. The Holder shall effect conversions by delivering the company the form of Notice of Conversion.

Pursuant to ASC 470-20, “Debt with Conversion and Other Options,” the Company measured the contingent beneficial conversion feature at the issuance date as the convertible note is convertible upon the occurrence of a contingent future event. However, it is not reflected in the statement of comprehensive loss until the occurrence of the contingent event. At March 31, 2014 this note has not been converted or repaid.

Note C-4: On March 11, 2014, the Company entered into a convertible promissory note agreement for $15,000. The convertible promissory note, which was due on April 1, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note, into the Company’s common stock at a conversion price of $0.10.

Note C-5: On March 26, 2014, the Company entered into a convertible promissory note agreement for $5,000. The convertible promissory note, which is due on June 26, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note into the Company’s common stock at a conversion price of $0.10.

Note C-6: On March 26, 2014, the Company entered into a convertible promissory note agreement for $2,000. The convertible promissory note, which is due on June 26, 2014, bears interest at the rate of 0% per annum. Pursuant to the agreement, the holder of the note has the right to convert upon written notice to the Company after the maturity date the principal then due under the note into the Company’s common stock at a conversion price of $0.10.

Note C-7: On November 8, 2013, the Company entered into a convertible promissory note with a face value of $37,375 (the “Principal Amount”), which includes $30,000 advanced by the Holder, $2,500 in expenses incurred by the Holder and original issue discount of $4,875. The Principal Amount outstanding shall be due and payable on the date that is 18 months from the Issuance Date. In addition, pursuant to the convertible promissory note the Company issued 297 common stock purchase warrants. Each warrant is exercisable into one common share at a price of $126 per share for a period of five years.

At any time after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the “Conversion Option”), into such number of fully paid and non-assessable shares of Common Stock (the “Conversion Rate”) as is determined by dividing that portion of the outstanding principal balance under this Note as of such date that the Holder elects to convert by the Conversion Price. The term “Conversion Price” shall mean a 40% discount of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date. At March 31, 2014 this note has not been converted or repaid.

During the three-month period ended March 31, 2014, the Company recognized in aggregate of $14,455 (2013-$0) in interest expense for the convertible notes.

NOTE 6 – ADVANCES RECEIVED

During the year ended December 31, 2013, the Company received $674,500 in advances from Global Energy Innovations Inc., an independent company incorporated in British Columbia, Canada with no contractual affiliation with Global Energy Innovations, Inc (Michigan), or with GEI Global Energy Corp. (Nevada). The final terms of the repayment agreement are currently under negotiation. No further advances or repayment incurred during the three-month period ended March 31, 2014.

NOTE 7 - EQUITY

Common Stock

On March 31, 2014, the Company had 46,964,970 issued and outstanding and the Company had 800,000,000 common shares authorized.

Each share of common stock shall have one (1) vote per share for all purpose. The Companycommon stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. The Company common stock holders are not entitled to cumulative voting for election of Board of Directors.

Three-Month Period Ended March 31, 2014

Stock Issued and Issuable for Services

During the three-month period ended March 31, 2014, the Company issued 41,723,601 shares of common stock valued at $4,930,259 for services, of which 11,872,817 common stock valued at $1,448,410 relate to stock issuable for services as at December 31, 2013.

Date	Number of Shares
January 1, 2014		38,823,601
March 19, 2014		2,900,000
Total		41,723,601

As at March 31, 2014, the Company had 500,000 shares of common stock issuable for services.

Stock Issued in Connection with the Conversion of Debt

During the three-month period ended March 31, 2014, (Note 5), the Company issued 1,700,000 shares of common stock valued at $50,000 for the conversion of the principal and accrued interest of debt held by a convertible debt holder. The Conversion was based on the market price on the date of conversion. The fair values of the shares issued for the conversion of debt was recorded as a reduction in convertible notes payable and accrued interest for the three-month period ended March 31, 2014.

On January 1, 2014 the Company issued 230,000 of its common stock for conversion of debt and accrued interest of $35,000. The conversion was for unpaid salaries to prior officer of the Company.

Stock Issued for Deferred Financing Cost

During the three-month period ended March 31, 2014, the Company issued 1,500,000 shares of common stock valued at $11,500 for deferred financing costs.

Stock Issued and Issuable under Anti-Dilution Provisions

During the three-month period ended March 31, 2014, the Company issued 1,684,399 shares of common stock under anti-dilution provisions. As at March 31, 2014, the Company had 62,619,621 shares of common stock issuable under anti-dilution provisions.

Preferred Stock

The Company are authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share. The preferred stock may be divided into number of series as the Company board of directors may determine. The Company board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. Currently there are 2,500 shares of Series A Convertible Super-Voting Preferred Stock issued and outstanding.

Series A Convertible Super-Voting Preferred Stock

The Company Board of Directors has designated a series of preferred stock entitled Series A Convertible Super-Voting Preferred Stock. Each of these preferred shares has a common stock conversion rate of 1/1000 of the total issued shares of the common stock of the Purchaser at the time of conversion. Furthermore, these preferred shares will at all times prior to their total conversion have a collective voting right equal to 50.00% of the total outstanding voting power of the corporation. As a result of the issuance to Dr. Berry of 2,500 shares of Series A Convertible Super-Voting Preferred Stock and his holdings of the Company’s common stock, Dr. Berry has voting control of the Company, with the voting power to elect the Company’s Board of Directors.

Share Purchase Warrants

			Weighted Average
			Exercise
	Number of		Price
	Warrants		$
Balance, December 31, 2012		-		-
Warrants issued with convertible debentures		297		126

Balance, December 31, 2013 and March 31, 2014		297		126

Details of share purchase warrants outstanding as of March 31, 2014 are:

Number of Warrants Outstanding and Exercisable
Number	Exercise Price per Share		Expiry Date

297	$	126	November 8, 2019
297	$	126

NOTE 8 – SELLING, GENERAL, AND ADMINISTRATIVE

	Three-month period Ended
	March 31, 2014		March 31, 2013

Business development	$	547,630	$	-
Professional fees		791,930		5,220
Rent		10,150		-
Office expense		14,636		5,000
Management salaries		765,160		-
Selling, general, and administrative	$	2,129,506	$	10,220

NOTE 9 – SUBSEQUENT EVENTS

On April 1, 2014, the Company issued 500,000 of its common stock for consulting services.

On April 1, 2014, the Company issued 150,000 of its common stock for the reduction of the outstanding principal balance of $15,000 for a convertible debt.

On April 7, 2014, the Company entered into an investment agreement with a non-related party in which the non-related party agreed to invest up to $10,000,000 to purchase the Company’s common stock at a price per share equal to 75% of the lowest closing bid price of the Company’s common stock for the preceding five trading days at the Company’s option subject to a maximum number of shares. The agreement is effective for a term of six months from the date the SEC declares effective under the Securities Act of 1933 a registration statement covering the securities. As of May 19, 2014, no shares have been issued and no consideration has been received by the Company under this agreement.

On April 8, 2014, the Company entered into a convertible debt agreement of $25,000.

On April 11, 2014, the Company amended its Articles of Incorporation and authorized 1,400,000,000 common shares at $0.001 par value.

On April 28, 2014, the Company issued 1,000,000 of its common stock for consulting services.

On April 28, 2014, the Company issued 250,000 of its common stock for consulting services.

On May 5, 2014, the Company issued 100,000 of its common stock for consulting services.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, delayed payments of accounts receivables, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Our Company

On August 15, 2013 we completed an acquisition of 100% of the outstanding shares of capital stock of GEI. As part of the closing of this transaction, control of the Company was transferred to Dr. Berry.

GEI, founded in 2007, is part of the fuel cell and sustainable/alternative energy industry. Fuel cells are an efficient, combustion-less, reliable, and virtually pollution-free energy source that provide electricity to power a wide array of applications, including buildings (manufacturing facilities, hotels and hospitals), primary power for grid integration, automobiles, emergency back-up systems, and base load grid power. A fuel cell uses fuel - usually hydrogen, extracted from common fuels such as natural gas, and oxygen - to produce electricity. In principle, a fuel cell is an electrochemical device that operates like a battery. However, unlike a battery, a fuel cell requires re-fueling and not recharging. Fuel cells will continue to produce electricity and heat as long as there is a constant fuel source. Hydrogen fuel cells work simply, have no moving parts, and operate silently, with water and excess heat as their only by-products. Fuel cells thus provide the ideal solution for a myriad of portable, on-board and stationary electric power generation applications.

The GEI fuel cell systems can operate on a number of fuel sources such as natural gas, ethanol, propane and biofuels. This would permit GEI to take advantage of the existing logistic fuel infrastructure, as fuel sources such as natural gas are cost-competitive and abundant in the United States and certain other regions. Since the GEI X5 "brand" fuel cell system is intended to be scalable and stackable, it enables the Company to become a market leader in every category of the fuel cell Industry and has the potential to create new categories. GEI can build fuel cells ranging from 2 kW - 100 kW and since the Company has the ability of stacking the fuel cells like building blocks it can build fuel cell power plants that are multi-megawatt in size.

The GEI fuel cell system provides primary power for homes and buildings and is viewed by management to have a competitive advantage due to very restrictive offerings from other companies with only back-up power (due to fuel restrictions) or power to one singular application (due to technology restrictions). The GEI X5 core strategy is to avoid providing a "niche" technology for a "niche" application, but rather provide a robust and scalable systems technology applicable across multiple platforms that allow high volume cost reductions and savings in design and manufacturing cost. There are currently 3 patents that protect this technology and the Company plans for several more to be filed before the end of 2013.

DESCRIPTION OF BUSINESS

We design develop and manufacture fuel cell systems. We operate in the “clean energy” sector of the power industry.

Our principal product, the X5 Smart Adaptable Fuel Cell Auxiliary Power Unit (the “GEI X5”) is a “hybrid” fuel cell auxiliary power unit (APU) at the core of systems that can be sized to meet the power requirements for many different applications. The technology allows the cells to run on a variety of fuel types, most notably natural gas. We believe that our fuel cell products can be easily paired with other types of power generating units such as solar and wind. Our products are intended to be both adaptable and reliable. The power stacks provide a range of power outputs from 5 kW to 100 kW, which can be combined further to achieve even greater power outputs.

We have identified opportunities in a number of different applications. These include large scale power generators, commercial trucking and recreational or military vehicles, and backup stationary power for residential or commercial outlets. We will seek to generate income through power generation in partnership or by licensing to large operators, through the sale of our units of various sizes, and through licensing agreements and joint ventures with other manufacturers.

We anticipate that we will achieve full commercial operations in 2014.

Corporate Information

We were incorporated on April 28, 2010 as a Nevada corporation. Pursuant to a Share Purchase Agreement dated August 15, 2013 we acquired all of the capital stock of Global Energy Innovations, Inc. (“GEI”), a Michigan corporation that was incorporated in 2007. As a result of our acquisition of GEI, GEI’s founder, Dr. K. Joel Berry (“Dr. Berry”), acquired control and became our Chairman, Chief Executive Officer and Director. Our executive offices are located at 6060 Covered Wagons Trail, Flint, MI 48532 USA; our telephone number is (810) 743-8491. Our website is located at http://www.geiglobal.com. The information on our website is not part of this Report. We are an emerging growth company, as that term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

GEI’s Products

Hybrid technology

GEI’s X5 Smart Adaptable Fuel Cell Auxiliary Power Unit (the “GEI X5”) is a “hybrid” fuel cell auxiliary power unit (APU) that incorporates a high temperature polymer electrolyte membrane (PEM) fuel cell and a high-energy density Lithium Polymer (LIPO) battery. Although fuel cell systems typically have a higher energy density compared with traditional batteries, fuel cell systems alone do not have the peak power and load following capabilities of a battery. The GEI X5 hybrid system thus benefits from the strengths of both technologies.

GEI’s X5 hybrid fuel cell power systems can be sized to meet the power requirements for any application. The battery or energy storage system responds to instant power demands, provides for instant start capability, and most importantly, provides for smooth operations. The fuel cell charges the battery during periods of low power demands. Since fuel processors are unable to respond instantly to changing load demands, systems without an energy storage media result in exceptionally difficult control strategies. Conversely, the GEI X5 hybrid system provides for simple, reliable, fuel efficient and cost effective control systems.

Fuel supply, by-products and efficiencies

The GEI X5 is designed primarily to run on natural gas. The ideal location for a large scale operation of, for example, 100MW is thus a natural gas field where the gas can be converted to electricity and fed into the grid immediately. Smaller operations, such as 25kW installations for apartments, restaurants and other businesses feed off the natural gas installed network. The GEI X5 can, however, be powered by any fuel from which hydrogen can be readily extracted.

Major by-products are oxygen and water. Heat generated in the cooling process is used in the process of extracting hydrogen from the natural gas, resulting in an overall fuel to electricity efficiency of between 40% and 50%. Harmful by-products are minimized due to the recapturing of the fuel cell stack exhaust.

Integration with other generators

The GEI X5 can be produced as large stationary systems or smaller portable systems. As such it can be plugged in as an auxiliary unit alongside other power sources such as solar, wind, tidal generators. The portable systems are suitable for less permanent locations such as mining camps or military installations where solar units are frequently the major power source.

GEI’s proprietary technologies

GEI, through an exclusive license on one patent held by Dr. Berry and two patents pending, has proprietary rights over its Configurable Input High-Power DC-DC Converter (US: 7,843,185) (power management), its fuel cell bipolar plate for optimal uniform delivery of reactant gases and efficient water removal (patent pending) (thermal systems management), and its stack design and assembly of high temperature PEM fuel cells (patent pending).

GEI’s Markets

Industry background and trends

The industry in which GEI operates – power generation – is not new. With increasing development however, especially in the highly populated developing countries of Asia, power generators throughout the world are being required to provide more efficient, cleaner, more affordable and flexible power in ever increasing quantities from power sources that are scarce and possibly finite. We believe that economic, regulatory and political pressure will continue to be applied to power generators, whether their source is fossil fuels, hydro, solar, wind, bio-fuels or any other source.

The most likely areas of significant growth in the foreseeable future are in Asia. The growing middle class in Asia requires greater access to electrical power but is hampered by the lack of infrastructure, particularly well-developed electrical grids. GEI’s fuel-flexible and scalable fuel cell systems offer very appropriate stand-alone systems that can be paired with other stand-alone but less dependable systems such as solar and wind.

Patents, Trademarks and Copyrights

We hold an exclusive license to one United States patent owned by Dr. Berry, and we hold directly right to two pending patent applications. These patent rights concern our Configurable Input High-Power DC-DC Converter (US: 7,843,185) (power management), our fuel cell bipolar plate for optimal uniform delivery of reactant gases and efficient water removal (patent pending) (thermal systems management), and our stack design and assembly of high temperature PEM fuel cells (patent pending). While there is no assurance that the pending patents will be issued or that additional patents will be granted, we intend to continue to apply for patent protection covering key portions of the technology used in our fuel cell products.

We presently own the U.S. trademarks to the name GEI Global Energy Innovations.

Results of Operations for the Three-Month Period Ended March 31, 2014 and March 31, 2013

The Company did not generate any revenues for the three-month periods ended March 31, 2014 and March 31, 2013.

Selling, general and administrative expenses increased to $2,129,506 from $10,220 for the three-month period ended March 31, 2014 and March 31, 2013, respectively. The increase in our selling, general and administrative expenses are related to the salaries of management of $765,160 and business development of $547,630, professional fees of $791,930, Rent of $10,150 and Office expense of $14,636 in the three-month period ended March 31, 2014 compared to $10,220 in the three-month period ended March 31, 2013.

Consulting expense increased to $1,501,031 from $nil for the three-month period ended March 31, 2014 and March 31, 2013, respectively. Our consulting expense increased as a result of the increase in consulting services needs to develop our demonstration asset.

Interest expense increased to $14,595 from $776 for the three-month period ended March 31, 2014 and March 31, 2013, respectively. Our interest expense increased as a result of the increase in outstanding borrowings.

Depreciation expense increased to $3,048 from $nil for the three-month period ended March 31, 2014 and March 31, 2013, respectively. Our depreciation expense increased as a result of the increase in our leasehold improvements.

Liquidity and Capital Resources

We expect to incur substantial expenses and generate significant operating losses as we continue to grow our operations, as well as incur expenses related to operating as a public company and compliance with regulatory requirements.

We have an accumulated deficit at March 31, 2014 of $8,032,742 and need additional cash flows to maintain our operations. We depend on the continued contributions of our executive officers to finance our operations and need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business. We expect our cash needs for the next 12 months to be $850,000 to fund our operations. The ability of the Company to continue its operations is dependent on the successful execution of management’s plans, which include expectations of raising debt or equity based capital until such time that funds from operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the Company’s existence. There is no assurance that such funding, if required will be available to us or, if available, will be available upon terms favorable to us.

Cash flows from operations. Our cash used in operating activities were $62,295 and $4,000 for the three-month periods ended March 31, 2014 and March 31, 2013, respectively. The increase in cash used in operations was primarily attributable to the increase of general and administrative expenses in 2014 as compared to the 2013 period.

Cash flows from investing activities. Our cash used in investing activities were $37,612 and $nil for the three-month periods ended March 31, 2014 and March 31, 2013, respectively. The increase in cash used in investing activities was the purchase of equipment for our demonstration asset.

Cash flows from financing activities. Cash provided by financing activities was $113,460 and $4,000 for the three-month periods ended March 31, 2014 and March 31, 2013, respectively. We received cash from convertible debt of $84,960 and advances from our CEO of $43,500 during the three-month period ended March 31, 2014. During the three-month period ended March 31, 2013, we received $4,000 from the issuance of a note payable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our Chief Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective since the Company has been ineffective in filing timely.

Our Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, our Chief Executive Officer and Principal Financial Officer have concluded that our internal control over financial reporting were not effective as of March 31, 2014. There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. The Company has been ineffective in the timely filing of the company’s quarterly filings.

The Company’s material weaknesses in financial reporting were:

The inability of the Company to prepare and file its consolidated financial statements timely due to its limited financial and personnel resources and delays in the Company’s ability to respond to SEC inquiries regarding financial and accounting presentation. Further, the Company is on extension in filing its quarterly report for March 31, 2014.

There were no changes in our internal control over financial reporting that occurred during the three-month period ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There is no segregation of duties as our CEO is also our CFO.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors previously disclosed in Part II, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 during our three-month period ended March 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

Three-Month Period Ended March 31, 2014

Stock Issued and Issuable for Services

During the three-month period ended March 31, 2014, the Company issued 41,723,601 shares of common stock valued at $4,888,536 for services, of which 11,872,817 common stock valued at $1,448,410 relate to stock issuable for services as at December 31, 2013.

Date	Number of Shares
January 1, 2014		38,823,601
March 19, 2014		2,900,000
Total		41,723,601

As at March 31, 2014, the Company had 500,000 shares of common stock issuable for services.

Stock Issued in Connection with the Conversion of Debt

During the three-month period ended March 31, 2014, the Company issued 1,700,000 shares of common stock valued at $50,000 for the conversion of the principal and accrued interest of debt held by a convertible debt holder.

On January 1, 2014 the Company issued 230,000 of its common stock for conversion of debt and accrued interest of $35,000. The conversion was for unpaid salaries to prior officer of the Company.

Stock Issued for Deferred Financing Cost

During the three-month period ended March 31, 2014, the Company issued 1,500,000 shares of common stock valued at $11,500 for deferred financing cost.

Stock Issued and Issuable under Anti-Dilution Provisions

Period from April 1, 2014 through May 19, 2014

On April 1, 2014, the Company issued 500,000 of its common stock for consulting services.

On April 1, 2014, the Company issued 150,000 of its common stock for the reduction of the outstanding principle balance of $15,000 for a convertible debt.

On April 8, 2014, the Company entered into a convertible debt agreement of $25,000.

On April 11, 2014, the Company amended its Articles of Incorporation and authorized 1,400,000,000 common shares at $0.001 par value.

On April 28, 2014, the Company issued 1,000,000 of its common stock for consulting services.

On April 28, 2014, the Company issued 250,000 of its common stock for consulting services.

On May 5, 2014, the Company issued 100,000 of its common stock for consulting services.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the three-month period ended March 31, 2014.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS.

The following documents are included herein:

10.1	Share Purchase Agreement, dated as of August 6, 2013 among K. Joel Berry, Suja Minerals, Corp. and Global Energy Innovations, Inc. (2)
14	Code of Ethics(1)
31	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act(1)
32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act(1)

____________

	(1)	Incorporated herein
	(2)	Incorporated by reference to the Registrant’s Form 8-K filed on August 21, 2013.

SIGNATURES

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

Registrant	GEI Global Energy Corporation

Date: May 20, 2014	By: /s/ Dr. K. J. Berry
	Dr. K. J. Berry
	Chairman, Chief Executive Officer (Principal Executive Officer), President

Date: May 20, 2014	By: /s/ Dr. K. J. Berry
	Dr. K. J. Berry
	Chief Financial Officer (Principal Accounting Officer),

Attached files

GEI GLOBAL ENERGY CORP. Reports

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