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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment Number 2

 

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

For the fiscal year ended December 31, 2011

 

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

 

For the transition period from                      to                     

 

Commission file number 333-174874

 

GELTOLOGY INC.

(Formerly known as Felafel Corp.)

(Exact name of registrant as specified in charter)

 

Delaware   35-2379917
(State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
Incorporation or Organization)    

  

c/o Ryan Goldstein    
54 West 16th Street Suite 10b New York, New York   10011
(Address of Principal Executive Offices)   (Zip Code)

1-888-841-2841 

 

  

(Issuer’s Telephone Number)

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

    Name of Each Exchange
Title Of Each Class   on Which Registered

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

Title of Class

 

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes ¨      No þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨      No þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.  Yes þ      No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.   (Check one):

 

  Large accelerated filer ¨               Accelerated filer ¨             Non-accelerated filer  ¨            

Smaller Reporting Company þ

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes o      No þ

 

Number of shares of common stock outstanding as of February 6, 2012 was 6,750,000.

  

 
 

  

EXPLANATORY NOTE

 

We are filing this Amendment Number 2 to our Form 10-K for the fiscal year ended December 31, 2011 for purposes of (a) correcting Note 3 in the Company’s Financial Statements and (b) including certain information in Part III of the Form 10-K (Items 10-13), as permitted under General Instruction G(3) to Form 10-K.

 

Except as described above, the remainder of the Form 10-K is unchanged and does not reflect events occurring after the original filing of the Form 10-K with the SEC on February 14, 2012.

 

 
 

 

Item 8. Financial Statements

 

GELTOLOGY INC.

 

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2011

 

Report of Registered Independent Auditors F-2
   
Financial Statements-  
   
Balance Sheets as of December 31, 2011 and 2010 F-3
 
Statements of Operations for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception F-4
 
Statement of Stockholders’ Equity for the Period from Inception through December 31, 2011 F-5
   
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception F-6
   
Notes to Financial Statements F-7

 

 
 

 

REPORT OF REGISTERED INDEPENDENT AUDITORS

 

To the Board of Directors and Stockholders

of Geltology Inc.:

 

We have audited the accompanying balance sheets of Geltology Inc. (a Delaware corporation) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2011 and 2010, and from inception (March 24, 2010) through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Geltology Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010 and from inception (March 24, 2010) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Respectfully submitted,

 

/s/ Weinberg & Baer LLC

 

Weinberg & Baer LLC

Baltimore, Maryland

February 7, 2012, except Note 3, as to which the date is June 25, 2012

 

F-2
 

 

GELTOLOGY INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2010

 

   As of   As of 
   December 31,   December 31, 
   2011   2010 
         
ASSETS          
           
Current Assets:          
Cash and cash equivalents  $23,706   $377 
           
Total current assets   23,706    377 
           
Total Assets  $23,706   $377 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current Liabilities:          
Accounts payable and accrued expenses  $28,155   $- 
           
Total Current Liabilities   28,155    - 
           
Commitments and Contingencies   -    - 
           
Stockholders' Equity (Deficit):          
Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 6,750,000 and 4,750,000 shares issued and outstanding, respectively   675    475 
Additional paid-in capital   17,977      
Retained earnings (Deficit)   (23,101)   (98)
           
Total stockholders' equity (deficit)   (4,449)   377 
           
Total Liabilities and Stockholders' Equity  $23,706   $377 

 

The accompanying notes to financial statements are

an integral part of these statements.

 

F-3
 

 

GELTOLOGY INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH DECEMBER 31, 2011

 

   Year   Year     
   Ended   Ended   Cumulative 
   December, 31   December, 31   From 
   2011   2010   Inception 
             
Revenues  $77,430   $-   $77,430 
                
Expenses:               
General and administrative-               
Professional fees   17,043    -    17,043 
Consulting fees   72,910    -    72,910 
Filing fees   4,870         4,870 
Travel fees   3,216         3,216 
Other   2,394    98    2,492 
                
Total general and administrative expenses   100,433    98    100,531 
                
Income (Loss) from Operations   (23,003)   (98)   (23,101)
                
Provision for income taxes        -      
                
Net Income (Loss)  $(23,003)  $(98)  $(23,101)
                
Earnings (Loss) Per Common Share:               
Earnings (Loss) per common share - Basic and Diluted  $(0.00)  $(0.00)     
                
Weighted Average Number of Common Shares Outstanding - Basic and Diluted   4,821,233    2,663,014      

 

The accompanying notes to financial statements are

an integral part of these statements.

 

F-4
 

 

GELTOLOGY INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM INCEPTION (MARCH 24, 2010)

THROUGH DECEMBER 31, 2011

 

           Additional   Retained     
   Common stock   Paid-in   Earnings     
Description  Shares   Amount   Capital   (Deficit)   Totals 
                     
Balance - at inception   -   $-   $-   $-   $- 
                          
Common stock issued for cash ($0.0001/share)   4,750,000    475         -    475 
                          
Net loss for the period   -    -    -    (98)   (98)
                          
Balance -December 31, 2010   4,750,000    475    -    (98)   377 
                          
Common stock issued for cash ($0.02/share)   2,000,000    200    17,978    -    18,178 
                          
Net loss for the period   -    -    -    (23,003)   (23,003)
                          
Balance - December 31, 2011   6,750,000    675    17,978    (23,101)   (4,449)

 

The accompanying notes to financial statements are

an integral part of these statements.

 

F-5
 

 

GELTOLOGY INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH DECEMBER 31, 2011

 

   Year Ended   Year Ended   Cumulative 
   December, 31   December, 31   From 
   2011   2010   Inception 
             
Operating Activities:               
Net (loss)  $(23,003)  $(98)  $(23,101)
Adjustments to reconcile net (loss) to net cash provided by operating activities:               
Changes in net assets and liabilities-               
Accounts payable and accrued liabilities   28,155         28,155 
                
Net Cash Provided by (Used in) Operating Activities   5,152    (98)   5,054 
                
Investing Activities:   -    -    - 
                
Net Cash Provided by Investing Activities   -    -    - 
                
Financing Activities:               
Proceeds from common stock   18,177    475   18,652 
                
Net Cash Provided by Financing Activities   18,177    475    18,652 
                
Net (Decrease) Increase in Cash   23,329    377    23,706 
                
Cash - Beginning of Period   377    -    - 
                
Cash - End of Period  $23,706   $377   $23,706 
                
Supplemental Disclosure of Cash Flow Information:               
Cash paid during the period for:               
Interest  $-   $-   $- 
Income taxes  $-   $-   $- 

 

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

 

F-6
 

 

GELTOLOGY INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 

1.  Summary of Significant Accounting Policies

 

Basis of Presentation and Organization

 

Getlology Inc. (the “Company”) was incorporated under the laws of the State of Delaware on March 24, 2010. The Company provides consulting services to match factories in China with western companies looking to manufacture goods in China. The business plan of the Company is to expand and become a leading provider of promotion gift items and ideas with the health and wellness concept related to yoga. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

 

Cash and Cash Equivalents 

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

Revenue Recognition

 

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. 

 

Earnings per Common Share

 

Basic earnings per share is computed by dividing the net income attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended December 31, 2011.

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

 

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

 

Fair Value of Financial Instruments

 

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2011 and 2010, the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

 

Deferred Offering Costs

 

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

 

F-7
 

 

Common Stock Registration Expenses

 

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

 

Lease Obligations

 

All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

 

Estimates

 

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates made by management.

 

Fiscal Year End

 

The Company has adopted a fiscal year end of December 31.

 

2.  Development Stage Activities and Going Concern

 

The Company is currently in the development stage, and has limited operations. The Company provides consulting services to match factories in China with western companies looking to manufacture goods in China. The business plan of the Company is to expand and become a leading provider of promotion gift items and ideas with the health and wellness concept related to yoga.

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception. Further, as of December 31, 2011 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

3.  Common Stock

 

On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.

 

On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.

 

On September 19, 2009, the Company began a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to raise up to $100,000 through the issuance of 5,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of December 19, 2011, the Company had received $40,000 in proceeds. The Company offset the proceeds by $21,823 of legal and audit offering costs related to this capital formation activity.

 

F-8
 

 

4.  Income Taxes

 

The provision for income taxes for the periods ended December 31, 2011 and 2010 (assuming a 15% effective tax rate) were as follows:

 

   2011   2010 
         
Current Tax Provision:          
Federal-          
Taxable income  $-   $- 
Total current tax provision  $-   $- 
           
Deferred Tax Provision:          
Federal-          
Loss carryforwards  $3,450   $15 
Change in valuation allowance   (3,450)   (15)
Total deferred tax provision  $-   $- 

 

The Company had deferred income tax assets as of December 31, 2011 and 2010, as follows:

 

   2011   2010 
         
Loss carryforwards  $3,465   $15 
Less - Valuation allowance   (3,465)   (15)
Total net deferred tax assets  $-   $- 

 

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended December 31, 2011 and 2010 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of December 31, 2011, the Company had approximately $23,101 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.

 

The Company did not identify any material uncertain tax positions.  The Company did not recognize any interest or penalties for unrecognized tax benefits.

 

The Company will file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

 

5. Related Party Loans and Transactions

 

On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.

 

On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.

 

During the year ended December 31, 2011 consulting and management fees of $3,000 were paid to officers of the Company. As of December 31, 2011 accounts payable include consulting fees of $22,500 payable to an officer of the Company.

 

6.  Recent Accounting Pronouncements

 

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.

 

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

 

F-9
 

 

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.

 

7. Subsequent events

 

The Company generated sales of approximately $65,000 in January 2012.

 

F-10
 

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Our current executive officers and directors, and their ages and positions, are as follows:

 

Name   Age   Position
Mr. Yehuda Smaya Szender   24   President, CEO, Treasurer and Director
Mr. Ryan Goldstein   32   Secretary and Director

 

Mr. Szender has lived and worked in Shenzen, China since 2003 and is self-employed. Mr. Szender’s main responsibilities have included sourcing factories and products for US-based wholesalers and retailers. Since 2005, he has been the liaison between factories manufacturing gift items, such as low-end jewelry and gift boxes with US buyers. Since 2009, he has manufactured back to school items, in China, for the international retailer Carrefour. From 2004-09, Mr. Szender was also involved in the sourcing of electronic equipment for the international wholesale market for such companies as DXG Electronics and Skyworks.

 

Mr. Goldstein is currently completing his 200-hour yoga Instructor certification in New York City, and is hoping to attain his 500-hour training starting in the fall of 2012. Mr. Goldstein is an avid yoga practitioner who has been practicing yoga since 2007. From 2006 to present, he has been an independent real estate broker in Manhattan. In 2004-05, he was a licensed real estate broker at the Halstead Property Group, in New York City. From 2003-04, he was the principal and owner of Vertical Dwellings a New York City-based, licensed real estate agency. In 2001-02, he was a licensed real estate broker at the Metropolitan Property Group in New York City.

 

From 2006 to 2008, Mr. Goldstein was President and Director of Lightview, Inc., a Nevada corporation.

 

Board Composition

 

The Company’s board of directors is composed of two directors. Each director serves for annual terms and until his or her successor is elected and qualified. We have no nominating committee nor do we have written procedures by which security holders may recommend nominees to our board of directors. In addition, we do not currently have a policy with respect to the consideration of diversity in identifying director nominees.

 

Board Committees

 

The board of directors has the authority to appoint committees to perform certain management and administration functions. We do not currently have any committees.

 

Board Leadership Structure and Risk Oversight

 

Our board’s leadership structure does not separate the positions of Chief Executive Officer and Chairman of the board of directors. The board does not currently have any independent directors.

 

The board of directors exercises its role in the oversight of risk as a whole. Due to the size of our company and its board of directors, we do not currently have an audit committee.

 

Code of Ethics

 

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

 

Item 11. Executive Compensation

 

EXECUTIVE COMPENSATION

 

On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.

 

On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.

 

During the year ended December 31, 2011 consulting and management fees of $3,000 were paid to officers of the Company. As of December 31, 2011 accounts payable include consulting fees of $22,500 payable to an officer of the Company.

 

F-11
 

 

We have no employment agreements with any of our directors or executive officers.

 

During the period ended December 31, 2011 (from inception), no stock options or stock appreciation rights were granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them held unexercised stock options as of December 31, 2011. We have no long-term incentive plans.

 

The following table sets forth information concerning the compensation paid or earned during the fiscal year ended December 31, 2011 for services rendered to our Company in all capacities by our principal executive officer and any officer with total compensation over $100,000 per year.

 

SUMMARY COMPENSATION TABLE

 

Name and principal
position
(a)
  Year
(b)
  Salary
($)
(c)
   Bonus
($)
(d)
   Stock
Awards
($)
(e)
   Option
Awards
($)
(f)
   Non-Equity
Incentive
Plan
Compensation
($)
(g)
   Nonqualified
Deferred
Compensation
Earnings
($)
(h)
   All other
Compensation
($)
(i)
   Total
($)
(j)
 
Yehuda Smaya Szender(1)  2011   0    0    0    0    0    0    0    0 
Ryan Goldstein(2)  2011   0    0    0    0    0    0    0    0 

 

(1) Yehuda Smaya Szender has been our President, Chief Executive Officer, Treasurer and Director since July 1, 2010.

 

(2) Ryan Goldstein has been our Secretary and director since March 25, 2010.

 

Outstanding Equity Awards

 

As of December 31, 2011 and December 31, 2010, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards.

 

Compensation of Directors

 

No compensation was paid to our directors during the years ended December 31, 2010 and December 31, 2011.

 

The following table sets forth information concerning the compensation paid or earned during the fiscal year ended December 31, 2011 to our directors.

DIRECTOR COMPENSATION

 

Name
(a)
  Fees
Earned
or Paid
in Cash
($)
(b)
   Stock
Awards
($)
(c)
   Option
Awards
($)
(d)
   Non-Equity
Incentive
Plan
Compensation
($)
(e)
   Non-Qualified
Deferred
Compensation
Earnings
($)
(f)
   All Other
Compensation
($)
(g)
   Total
($)
(j)
 
Yehuda Smaya Szender   0    0    0    0    0    0    0 
Ryan Goldstein   0    0    0    0    0    0    0 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table lists, as of February 6, 2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

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The percentages below are calculated based on 6,750,000 shares of our common stock issued and outstanding as of February 6, 2012. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Geltology Inc., 54 West 16th Street, Suite 10b, New York, New York 10011.

 

Name of Beneficial Owner  Title Of Class   Amount and
Nature of
Beneficial
Ownership
   Percent
of Class
 
Yehuda Smaya Szender(1)   Common    3,750,000    55.5%
Ryan Goldstein(2)   Common    1,000,000    14.8%
Directors and Officers as a Group (2 persons)   Common    4,750,000    70.4%

 

(1) Our President, Chief Executive Officer, Treasurer and Director

 

(2) Our Secretary and Director.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.

 

On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.

 

The shares that were issued to each of Mr. Szender and Mr. Goldstein were issued in a transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4.2 of the Securities Act.

 

During the year ended December 31, 2011 consulting and management fees of $3,000 were paid to officers of the Company. As of December 31, 2011 accounts payable include consulting fees of $22,500 payable to an officer of the Company.

The Company's secretary and director provides rent-free office space to the Company.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 26, 2012 /s/ Yehuda Smaya Szender  
  Name:  Yehuda Smaya Szender  
  Title:  President, Chief Executive Officer, Treasurerer and OfficerOfficer,Treuaryand  
  Treasurer and Director  
  (Principal Executive Officer and Principal  
  Financial Officer)  
  /s/ Ryan Goldstein  
  Name:  Ryan Goldstein  
  Title:  Secretary and Director  

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.

 

Signature   Title   Date
         

/s/ Yehuda Smaya Szender

Yehuda Smaya Szender

 

President, Chief Executive Officer, Treasurer and Director 

(Principal Executive Officer and Principal Financial and Accounting Officer)

  June 26, 2012
         
/s/ Ryan Goldstein       June 26, 2012
    Secretary and Director     

Ryan Goldstein

 

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