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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2012

OR

o TRANSITIONAL 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.
 
A Delaware Corporation
I.R.S. Employer No. 35-2379917
 

c/o Ryan Goldstein
54 West 16th Street Suite 10b
New York, New York 10011
Phone number: 1-888-841-2841 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o
Smaller reporting company x
(Do not check if a 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 o No x

As of July 3, 2012, 6,750,000 shares of Common Stock, par value $0.0001 per share, were outstanding.

 
 

 

Table of Contents
 
Item 
Description
 
Page
PART I - FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
3
Item 2.
Management's Discussion and Analysis or Plan of Operation
   12
Item 4T
Controls and Procedures
  14
       
PART II - OTHER INFORMATION
   
Item 1.
Legal Proceedings
    14
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    14
Item 3.
Defaults Upon Senior Securities
    15
Item 4.
Submission of Matters to a Vote of Security Holders
    15
Item 5.
Other Information
    15
Item 6.
Exhibits
    15
Signatures
    16
Exhibit Index
   
 
 
1

 

GELTOLOGY INC.
 
INDEX TO FINANCIAL STATEMENTS
JUNE 30, 2012
 
Financial Statements-
 
   
Balance Sheets as of June 30, 2012 and December 31, 2011
F-2
   
Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 and Cumulative from Inception
 F-3
   
Statement of Stockholders’ Equity for the Period from Inception through June 30, 2012
F-4
   
Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 and Cumulative from Inception
F-5
   
Notes to Financial Statements
F-6

 

 
2

 

 GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JUNE 30, 2012 AND DECEMBER 31, 2011
 
ASSETS
 
As of
June 30,
2012
 
As of
December 31,
2011
 
 
(Unaudited)
 
(Audited)
 
Current Assets:
           
Cash and cash equivalents
  $ 191     $ 23,706  
                 
Total current assets
    191       23,706  
                 
Total Assets
  $ 191     $ 23,706  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 28,222     $ 28,155  
                 
Total Current Liabilities
    28,222       28,155  
                 
Commitments and Contingencies
           
                 
Stockholders' Equity (Deficit):
               
Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 6,750,000 shares issued and outstanding
    675       675  
Additional paid-in capital
    17,978       17,977  
Retained earnings (Deficit)
    (46,683 )     (23,101 )
                 
Total stockholders' equity (deficit)
    (28,031 )     (4,449 )
                 
Total Liabilities and Stockholders' Equity
  $ 191     $ 23,706  
 
The accompanying notes to financial statements are
an integral part of these statements.

 
3

 

GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011,
AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH JUNE 30, 2012
(Unaudited)
                               
   
Three Months
   
Three Months
   
Six Months
   
Six Months
       
   
Ended
   
Ended
   
Ended
   
Ended
   
Cumulative
 
   
June, 30
   
June, 30
   
June, 30
   
June, 30
   
From
 
   
2012
   
2011
   
2012
   
2011
   
Inception
 
                               
Revenues
  $ -     $ -     $ 65,700     $ 45,430     $ 143,130  
                                         
Expenses:
                                       
General and administrative-
                                       
Professional fees
    3,000       449       18,055       3,538       35,098  
Consulting fees
    -       14,200       68,738       39,710       141,648  
Filing fees
    321       1,487       1,597       1,487       6,467  
Travel fees
    -       -       -       -       3,216  
Franchise tax expense
    -       -       400       -       982  
Other
    11       106       493       1,378       2,402  
                                         
Total general and administrative expenses
    3,332       16,243       89,282       46,113       189,813  
                                         
Income (Loss) from Operations
    (3,332 )     (16,243 )     (23,582 )     (683 )     (46,683 )
                                         
Provision for income taxes
    -       2,319       -       -       -  
                                         
Net Income (Loss)
  $ (3,332 )   $ (13,923 )   $ (23,582 )   $ (683 )   $ (46,683 )
                                         
Earnings (Loss) Per Common Share:
                                       
Earnings (Loss) per common share - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
 
                                       
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
    6,750,000       4,750,000       6,750,000       4,750,000          

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

 
4

 

GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 24, 2010)
THROUGH JUNE 30, 2012
(Unaudited)
 
   
Common stock
         
Additional
Paid-in 
   
Retained
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 )
                                         
Net loss for the period
  -       -       -       (23,582 )     (23,582 )
                                         
Balance - June 30, 2012
  6,750,000     $ 675     $ 17,978     $ (46,683 )   $ (28,031 )
 
The accompanying notes to financial statements are
an integral part of these statements.

 
5

 

GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011,
AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH JUNE 30, 2012
(Unaudited)


 
6

 

                   
   
Six Months
   
Six Months
       
   
Ended
   
Ended
   
Cumulative
 
   
June, 30
   
June, 30
   
From
 
   
2012
   
2011
   
Inception
 
                   
Operating Activities:
                 
Net (loss)
  $ (23,582 )   $ (683 )   $ (46,683 )
Adjustments to reconcile net (loss) to net cash provided by operating activities:
                       
Changes in net assets and liabilities-
                       
Deferred offering costs
    -       (16,500 )     -  
Prepaid expenses
    -       (3,216 )     -  
Accounts payable and accrued liabilities
    67       30,487       28,222  
                         
Net Cash Provided by (Used in) Operating Activities
    (23,515 )     10,088       (18,461 )
                         
Investing Activities:
    -       -       -  
                         
Net Cash Provided by Investing Activities
    -       -       -  
                         
Financing Activities:
                       
Proceeds from common stock
    -       -       18,653  
                         
Net Cash Provided by Financing Activities
    -       -       18,653  
                         
Net (Decrease) Increase in Cash
    (23,515 )     10,088       191  
                         
Cash - Beginning of Period
    23,706       377       -  
                         
Cash - End of Period
  $ 191     $ 10,465     $ 191  
                         
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.

 
7

 

GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
 
1. Summary of Significant Accounting Policies
 
Basis of Presentation and Organization

Geltology 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.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of June 30, 2012, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2012, and the results of its operations and its cash flows for the periods ended June 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2011, filed with the SEC, for additional information, including significant accounting policies.

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 June 30, 2012.

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.
 
 
8

 

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 June 30, 2012 and December 31, 2011, the carrying value of accounts payable 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.

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.
 
 
9

 

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 June 30, 2012 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, 2011, 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.

4. Income Taxes

The provision for income taxes for the periods ended June 30, 2012 and 2011 (assuming a 15% effective tax rate) were as follows:
 
   
2012
   
2011
 
Current Tax Provision:
           
Federal-
           
Taxable income
  $ -     $ -  
Total current tax provision
  $ -     $ -  
Deferred Tax Provision:
               
Federal-
               
Loss carryforwards
  $ 3,537     $ 102  
Change in valuation allowance
    (3,537 )     (102 )
Total deferred tax provision
  $ -     $ -  

The Company had deferred income tax assets as of June 30, 2012 and December 31, 2011, as follows:
 
 
10

 
 
   
2012
   
2011
 
Loss carryforwards
  $ 7,002     $ 3,465  
Less - Valuation allowance
    (7,002 )     (3,465 )
Total net deferred tax assets
  $ -     $ -  
 
The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended June 30, 2012 and December 31, 2011 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of June 30, 2012, the Company had approximately $46,683 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.

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 June 30, 2012 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.
 
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.
 
 
11

 


Item 2. Management's Discussion and Analysis or Plan of Operations

As used in this Form 10-Q, references to the “Company,” “Geltology,” “we,” “our” or “us” refer to Geltology Inc. unless the context otherwise indicates.
 
This Management’s Discussion and Analysis or Plan of Operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this report and with the Management's Discussion and Analysis or Plan of Operations and the financial statements for the year ended December 31, 2010 and for the period ended June 30, 2011, and the notes thereto included in our Registration Statement on Form S-1, which became effective on September 23, 2011, with the Management's Discussion and Analysis or Plan of Operations and the financial statements for the year ended December 31, 2011, and the notes thereto included in our Annual Report on Form 10-K for the year 2011, and with the Management's Discussion and Analysis or Plan of Operations and the financial statements for the period ended March 31, 2012, and the notes thereto included in our Quarterly Report on Form 10-Q for the period ended March 31, 2012.
 
Forward-Looking Statements

This Management’s Discussion and Analysis or Plan of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industry in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

For a description of such risks and uncertainties refer to our Registration Statement on Form S-1 (Registration No. 333-174874) filed with the Securities and Exchange Commission, which became effective on September 23, 2011. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements or risk factors included herein, whether as a result of new information, future events, changes in assumptions or otherwise.

Plan of Operation

Results of Operations
 
For the period ended June 30, 2012, we had revenues of $65,700, as compared with $45,430 for the period ended June 30, 2011.  Expenses increased from $46,113 in the period ended June 30, 2011 to $89,282 in the period ended June 30, 2012. This increase was a result of consulting fees relating to our outsourcing business
 
For the period ended June 30, 2012, we incurred a net loss of $23,582, as compared to a net loss of $683 in the period ended June 30, 2011.  The increase in losses resulted from increases in consulting and professional fees. Our cumulative net loss during the period from March 24, 2010 (inception) through June 30, 2012 was $46,683.

Liquidity and Capital Resources

Under our original business plan, we estimated that we would require approximately $40,000 for the next 12 months of operations of our yoga mat business, including the costs of establishing our website, plus whatever consulting fees we incur as a result of our outsourcing business. As of June 30, 2012, we had $191 available in cash. We do not have sufficient resources to effectuate our current business plan, and as a result, the Company is investigating additional business opportunities. Due to our inability to obtain adequate financing and therefore our inability to successfully implement our business plan, it is possible that we may need to cease operations and pursue a potential reverse merger candidate.

 
 
 
12

 

PLAN OF OPERATION

OUR OUTSOURCING BUSINESS

Our outsourcing business is mostly a word-of-mouth business. Based upon Mr. Szender’s seven years of experience operating the business of matching Chinese manufacturers with customers in the United States and the European Union on his own, approximately 50% of the customers come from the United States and 50% come from the European Union.

Because the business operates on a word-of-mouth basis, we do not advertise this business and we do not anticipate advertising this business in the future.

We completed three outsourcing transactions during the first quarter of 2012.

OUR YOGA BUSINESS

Our initial marketing strategy was to focus on corporations in the New York City area that are looking to give promotional gifts to their employees, clients and customers. We planned to schedule meetings with purchasing agents, human resources professionals, corporate marketing officials and company fitness instructors (if there are such personnel) in order for us to present our product. Our main focus in these meetings would be to encourage companies to use our products when they need to set up company special events where items are given away as promotional gifts

We planned to create an e-commerce website that will allow our customers to upload their logo in commonly used formats, to pick the color of their yoga mats, to pay for their orders via credit card, and to track their shipments. 
 
We intended to employ search engine optimization policy to promote our site ranking, and to be able to attract customers from outside the New York City area. Eventually we planned to use a variety of social media tools such as Twitter, LinkedIn and Facebook. To increase coverage and minimize workloads, we plan to use timed messages. These are messages that can be scheduled in advance to appear at predetermined times that are intended give them maximum visibility in various time zones.
 
We planned to locate New York City-based yoga instructors, whom we would ask to write yoga related articles for our web site. We would offer these yoga professionals exposure to the corporations to whom we market our products. Eventually, we envisioned our site becoming a yoga resource, in which people can find local yoga instructors, yoga studios, and yoga accessories. We hoped that this would promote traffic to our site, which might eventually allow us to sell our products to individual retail customers.
 
Until our e-commerce web site was completed, which we anticipated would happen by the end of 2012, we anticipated accepting orders by email. Thus far, we have not accepted any orders. We planned that 2012 be primarily devoted to creating a corporate customer base in the New York City area, and to developing the infrastructure to eventually grow the business throughout the continental United States. We anticipated being ready to begin processing our first orders by the end of 2012 from business generated by handing out or mailing our flyers to corporations in the New York City area. In the second year of operations, we planned to promote our web site outside the New York City area, thereby attracting customers in areas where we are not physically present.

To date, we have not had sufficient financing to reach the milestones that we anticipated reaching in 2012. Under our original business plan, we estimated that we would require approximately $40,000 for the next 12 months of operations of our yoga mat business, including the costs of establishing our website, plus whatever consulting fees we incur as a result of our outsourcing business. As of June 30, 2012, we had $191 available in cash. We do not have sufficient resources to effectuate our current business plan, and as a result, the Company is investigating additional business opportunities. Due to our inability to obtain adequate financing and therefore our inability to successfully implement our business plan, it is possible that we may need to cease operations and pursue a potential reverse merger candidate.
 
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Additional Equity Raises
 
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.

We still do not have sufficient resources to effectuate our business plan. As of June 30, 2012, we had approximately $191 in cash. As noted above, we expect to incur a minimum of $40,000 in expenses related to our yoga mat business during the next twelve months of operations. Due to our inability to obtain adequate financing and therefore our inability to successfully implement our business plan, it is possible that we may need to cease operations and pursue a potential reverse merger candidate.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission.  Our principal executive officer and principal financial officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
 
Changes in Internal Controls

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
PART II
OTHER INFORMATION

Item 1.     Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None
 
 
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Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Mattes to a Vote of Security Holders

There was no matter submitted to a vote of security holders during the fiscal quarter ended March 31, 2012.

Item 5. Other Information

None.

Item 6. Exhibits
 
Exhibit
   
Number
 
Description
     
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
     
 
GELTOLOGY INC.
     
Date: July 5, 2012
By:  
/s/ Yehuda Smaya Szender
 
Name: Yehuda Smaya Szender
Title: President, Chief Executive Officer, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
   
Date: July 5, 2012
By:  /s/ Ryan Goldstein
 
Name: Ryan Goldstein
Title: Secretary and Director
 
 
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