GEI GLOBAL ENERGY CORP.

The company reported that the December 2015 Zarvic Brothers acquisition agreement was never legally executed because final terms were not concluded, which ends that thread. It also disclosed an SEC trading suspension from August 3 to August 16, 2017 because it had not filed periodic reports since the 10-Q for the period ended September 30, 2014, and said a recovery plan will be submitted by August 12, 2017. Separately it is offering hybrid power consulting services.

listing compliance notice

On December 23, 2015 the board approved an agreement to acquire Zarvic Brothers, LLC of New York (commercial real estate and merger advisory) through a share exchange, issuing 500,000 restricted common shares via a new private subsidiary. The filing says it takes effect upon legal review. This follows the September 2015 Zarvic engagement and moves the company toward real estate and acquisitions beyond fuel cells.

material agreement

In September 2015 the company created a new Series B Convertible Non-Voting Preferred Stock, convertible 10-to-1 into common, protected from reverse splits, and paying 20 times a common share in a buyout or liquidation. It also engaged Zarvic Brothers (Rochester, NY) for advice on mergers and acquisitions, debt restructuring and strategy. Issuing this class would likely dilute common holders (inference).

security holder rights change

On July 31, 2014 the company signed a senior secured revolving credit facility of up to $5,000,000 with TCA Global Credit Master Fund, LP, with an initial draw of $200,000 less expenses (net expenses $109,000, of which $80,000 went to resolving corporate debt). The facility is secured by company assets and receivables, and the lender can convert debt into shares at 85% of the lowest recent average price only after an event of default. Proceeds are meant for the fuel cell commercialisation plan.

material agreement

On April 9, 2014 the company agreed with Kodiak Capital Group, LLC to a possible funding line of up to $10,000,000, usable only after a Form S-1 registration statement becomes effective, with shares sold to Kodiak at 75% of the lowest closing bid over five trading days. Kodiak got 1,500,000 restricted shares as a commitment fee plus a $15,000 document fee. The board also raised authorized common shares to 1,400,000,000, and the filing says the $250,000 acquisition debt remains, held by Dr. Berry as a 0% convertible debenture payable on demand. Discounted share sales and the larger authorized count point to potential dilution (inference).

capital raising announcement

The company (then named SUJA Minerals, Corp.) reported that on August 15, 2013 it bought 100% of Global Energy Innovations, Inc. (GEI), a Michigan fuel cell maker, for $250,000 cash, 15,000,000 existing common shares delivered by certain shareholders, 2,500 Series A super-voting preferred shares, and a 10-year royalty (2.5% on sales up to $100 million a year, 1.5% above that) to GEI founder Dr. K. Joel Berry. The preferred shares give Dr. Berry 50.00% of total voting power, so control passed to him and he became a director and CEO. Also reported: 10,000,000 shares held by Hemisphere West Co, Ltd were cancelled to ease the change of control, and $119,929.51 of notes were approved for conversion into 19,987,142 shares. This replaces the earlier tiny-loss shell filings with a fuel cell business, not oil and gas, and existing shareholders face dilution and a loss of control.

business combination