UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED September 30, 2014

☐ 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 ☒ 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,” “non-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	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,227,497,954 shares of common stock as of November 17, 2014.

TABLE OF CONTENTS SEPTEMBER 30, 2014


		Page

PART I. - FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	3

	Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013	3

	Unaudited Consolidated Statements of Comprehensive Loss for the three and nine month periods ended September 30, 2014 and September 30, 2013	4

	Unaudited Consolidated Statements of Cash Flows for the three and nine month periods ended September 30, 2014 and September 30, 2013	5

	Condensed Notes to Interim Consolidated Financial Statements	6

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	22

ITEM 4	Controls and Procedures	23

PART II	OTHER INFORMATION	23

ITEM 1A	Risk Factors	23

ITEM 3	Defaults Upon Senior Securities	25

ITEM 4	Mine Safety Disclosures	25

ITEM 5	Other Information	25

ITEM 6	Exhibits	25

INDEX TO EXHIBITS		25

SIGNATURES		26

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

	September 30,			December 31,
	2014			2013
	unaudited			audited

ASSETS:
Current Assets
Cash	$	31,053		$	5,553
Prepaid rent (Note 9)		-			5,075
Total Current Assets		31,053			10,628

Property and equipment, net (Note 3)		403,781			213,177
Restricted cash (Notes 3 and 10)		41,848			-
Debt issuance cost		167,419			-

Total Assets		644,101			223,805

LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities
Accounts payable	$	360,301		$	375,951
Accrued liabilities		189,906			286,867
Due to related party (Note 4)		251,888			249,703
Advances received (Note 6)		674,500			674,500
Convertible notes payable (Note 5)		437,466			500,000
Total Current Liabilities		1,914,061			2,087,021

Convertible notes payable (Note 5)		11,446			6,843

Total Liabilities		1,925,507			2,093,864

Description of business and going concern (Note 1)
Commitments (Note 9)
Subsequent events (Note 11)

Stockholders' Deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
2,500 issued and outstanding as of September 30, 2014 and December 31, 2013		50,000			50,000
Common stock, $0.001 par value, 8,000,000,000 shares authorized;
981,345,686 and 126,970 issued and outstanding as of
September 30, 2014 and December 31, 2013 (Note 7)		981,346			128
Stock issuable		3,169,153			1,451,838
Additional paid-in capital		6,841,927			325,314
Accumulated deficit		(12,323,832	)		(3,697,339	)
Total Stockholders' Deficit		(1,281,406	)		(1,870,059	)

Total Liabilities and Stockholders' Deficit	$	644,101		$	223,805

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

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014			2013		2014			2013

REVENUE	$	-		$	-	$	-		$	-

OPERATING EXPENSES:
Selling, general, and administrative (Note 8)		607,430			154,675		3,120,336			308,317
Depreciation		3,048			4,150		9,144			6,721
Deferred financing expense		79,181			-		105,731			-
Consulting expense		236,747			-		1,891,328			-
Total operating expenses		926,406			158,825		5,126,539			315,038

OTHER (INCOME) EXPENSES
Other income		(20,924	)		-		(20,924	)		-
Interest expense (Note 5)		50,210			15,393		149,656			49,439
Total other expenses		29,286			15,393		128,732			49,439

NET LOSS	$	955,692		$	174,218	$	5,255,271		$	364,477
Deemed dividends		2,455,194			-		3,371,222			-
NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	3,410,886		$	174,218	$	8,626,493		$	364,477

NET LOSS PER COMMON SHARE:
Basic and diluted	$	0.00		$	1.83	$	0.01		$	4.45
Weighted average common shares
outstanding, basic and diluted		1,294,325,221			95,200		1,232,277,348			81,932

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

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

	Nine Months Ended
	September 30,
	2014			2013

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net loss	$	(5,255,271	)	$	(364,477	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		9,144			6,721
Shares issued for services		4,500,523			-
Deferred financing expense		79,181			-
Accretion on convertible notes		123,666			-

Changes in operating assets and liabilities:
Prepaid rent		5,078			(20,300	)
Accounts payable and accrued liabilities		71,944			26,221
Net cash used in operating activities		(465,735	)		(351,835	)

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Investment in property and equipment		(199,751	)		(166,967	)
Net cash used in investing activities		(199,751	)		(166,967	)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

Proceeds from convertible notes		715,801			-
Receipt from advances receivable		43,000			664,500
Advances from related party		47,200			2,500
Repayment of debt		(70,000	)		(35,429	)
Repayment to related party		(45,015	)		(97,945	)
Net cash provided by financing activities		690,986			533,626

INCREASE IN CASH		25,500			14,824
CASH, BEGINNING OF PERIOD		5,553			97
CASH, END OF PERIOD	$	31,053		$	14,921

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	679		$	-
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 and nine months ended September 30, 2014 and September 30, 2013

(unaudited)

(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 September 30, 2014, the Company has a working capital deficiency of $1,883,008 and has accumulated losses of $12,323,832 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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 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.

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 September 30, 2014, and the results of its operations and cash flows for the nine months ended September 30, 2014 and 2013. The results of operations for the period ended September 30, 2014 are not necessarily indicative of the results to be expected for future quarters or the full year.

On December 12, 2013, the Company completed a 200 for 1 common share consolidation; the share consolidation has been retroactively applied to all common share, weighted average common share, and loss per common share disclosures.

Recent Accounting Pronouncements

The Company has adopted all mandatory effective new accounting pronouncements with no material impact on its consolidated financial statements or disclosures.

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 $		September 30, 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		6,060		17,593		20,892
Demonstration equipment		357,620		-		357,620		157,872
Computer software		392		392		-		-
Leasehold improvements		38,163		9,595		28,568		34,413
		445,333		41,552		403,781		213,177

As at September 30, 2014, demonstration equipment was under construction and was 40% complete.

During the nine month period ended September 30, 2014 and year ended December 31, 2013, the Company recorded no impairment write-downs on the property and equipment.

The Company has $41,848 held in escrow with a lender to finance a purchase order intended to be used for its demonstration asset (Note 10).

NOTE 4 – DUE TO RELATED PARTY

As at September 30, 2014 the Company owed $251,888 (December 31, 2013 - $249,703) for cash advances received from the President of the Company, which are non-interest bearing, unsecured, and due on demand.

NOTE 5 - CONVERTIBLE NOTES PAYABLE

The Company had the following notes payable outstanding as of September 30, 2014 and December 31, 2013:

	September 30, 2014		December 31, 2013

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

Note C-2 Dated – August 15, 2008		62,821		250,000

Note C-3 Dated – March 18, 2014		11,500		-

Note C-4 Dated – November 8, 2013 (Note $28,000 less Discount $16,554)		11,446		6,843

Note C-5
Dated – June 18, 2014 (Note $9,500 less Discount $7,125)		2,375		-

Note C-6
Dated – May 23, 2014 (Note $42,500 less Discount $38,452)		4,048		-

Note C-7
Dated – June 24, 2014 (Note $32,500 less Discount $16,286)		16,214		-

Note C-11
Dated – July 30, 2014 (Note $200,000 less Discount $9,796)		190,204		-

Note C-12
Dated – August 12, 2014 (Note $32,500 less Discount $9,070)		23,430		-

Note C-13
Dated – August 29, 2014 (Note $32,500 less Discount $15,646)		16,854		-

Note C-14
Dated – July 1, 2014		35,000		-

Note C-15
Dated – July 11, 2014 (Note $35,000 less Discount $35,000)		-		-

Note C-16
Dated – July 9, 2014 (Note $70,000 less Discount $67,293)		2,707		-

Note C-17
Dated – July 1, 2014 (Note $13,750 less Discount $0)		13,750		-

Note C-18
Dated – July 14, 2014 (Note $50,000 less Discount $50,000)		-		-

Note C-19
Dated – September 12, 2014 (Note $75,000 less Discount $26,437)		48,563		-

Note C-20
Dated – July 7, 2014		10,000		-

Total convertible notes payable	$	448,912	$	506,843
Less: current portion of convertible notes payable		437,466		500,000
Long-term convertible notes payable	$	11,446	$	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.

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 September 30, 2014, the promissory note has 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.

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 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. On June 2, 2014, the Company converted $14,962 of the principal balance for 2,992,440 shares of common stock of the Company. For the quarter September 30, 2014, the Company converted $122,218 of the principal balance for 367,046,966 shares of common stock of the Company.

On May 23, 2014, the Company entered into an Assignment and Assumption Agreement where as a third-party has assumed the obligation of this convertible note. The Agreement required that the third-party pay the principal and interest of the outstanding debt over 5 tranches. These payments are discounted as agreed by all parties and the total payment to be paid on the note is $200,000. The full principal balance has been converted or repaid. The remaining balance relates to interest accrued on the balance.

Note C-3: On March 18, 2014 the Company entered into a convertible promissory note agreement for $70,000. Pursuant to the agreement, the note bears no interest. The principle balance was due and payable on June 18, 2014. During the three months ended June 30, 2014, an additional $11,500 was loaned to the Company. The principal amount shall be converted into shares of common stock of the Company at a fixed conversion price of $0.0001 at the option of the Holder, in whole at any time and from time to time. The Holder shall effect conversions by delivering the company the form of Notice of Conversion. In the event the note is not repaid or converted on or prior to June 18, 2014 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 22% per annum.

Note C-4: 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 59,325 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. During the three month period ended September 30, 2014 the Company issued 36,291,360 common shares for the exercise of the 59,325 of cashless warrants.

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. On June 20, 2014, the Company converted $9,375 principal balance of this note for 1,250,000 common stock of the Company. The remaining balance of the note at September 30, 2014 is $28,000.

Note C-5: On June 18, 2014, the Company entered into a convertible promissory note with a face value of $9,500 (the “Principal Amount”). The Principal Amount outstanding shall be due and payable on the date that is 12 months from the Issuance Date. In addition, pursuant to the convertible promissory note the holder has the right to convert the Note at a price of $0.0001 per share. At September 30, 2014, the promissory note has not been repaid or converted.

Note C-6: On May 23, 2014, the Company entered into a convertible promissory note agreement for $42,500. The convertible promissory note, which is due on February 28, 2015, bears interest at the rate of 8% per annum. In the event the note is not repaid or converted on or prior to February 28, 2015 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 22% 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 common stock at a conversion price of 55% multiplied by the Market Price which represents a 45% discount. The Market Price means the average of the lowest three Trading Prices for the Common stock during the (30) Trading Day period ending on the last complete Trading Day prior to Conversion Date.

At September 30, 2014, the promissory note has not been repaid or converted.

Note C-7: On June 24, 2014, the Company entered into a convertible promissory note agreement for $32,500. The convertible promissory note, which is due on March 24, 2015, bears interest at the rate of 8% per annum. In the event the note is not repaid or converted on or prior to February 28, 2015 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 22% per annum.

At September 30, 2014, the promissory note has not been repaid or converted.

Note C-11: On July 30, 2014, the Company entered into a revolving line of credit for $200,000. The revolving line of credit, which renews annually, bears interest at the rate of 12% per annum. Of the $200,000 principal, $39,252 was received in cash, $70,000 was received to pay down Note C-3, $41,848 was held in escrow with the note holder, and $48,900 was required in legal fees. The maximum draw amount for the revolving line of credit is $5,000,000.

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 common stock at a conversion price of 85% multiplied by the Market Price. The Market Price means the average of the lowest Five Trading Prices for the Common stock during the (30) Trading Day period ending on the last complete Trading Day prior to Conversion Date.

At September 30, 2014, the promissory note has not been repaid or converted.

Note C-12: On August 12, 2014, the Company entered into a convertible promissory note agreement for $32,500. The convertible promissory note, which is due on October 12, 2014, bears interest at the rate of 8% per annum. In the event the note is not repaid or converted on or prior to October 12, 2014 or after an event of default, the rate of interest applicable to the unpaid principal amount shall increase to 22% per annum.

GEI GLOBAL ENERGY CORP. 10-Q