We invite you to attend the~~2013~~ 2014 Annual Meeting of Stockholders of ~~Geltology Inc.,~~General Agriculture Corporation, a Delaware corporation (the “Company”), which will be held on~~June 28, 2013~~, September 2, 2014, at 10:00 a.m., local time (the “Annual Meeting”), at the Company’s offices at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007. At the Annual Meeting, you will be asked to vote on the following proposals (as more fully described in the Proxy Statement accompanying this Notice):

Only stockholders of record at the close of business on~~May 9, 2013~~ July 15, 2014 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

YOUR VOTE IS VERY IMPORTANT. WE HOPE YOU WILL ATTEND THIS ANNUAL MEETING IN PERSON. HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE YOUR SHARES VIA THE INTERNET OR THE TOLL-FREE NUMBER AS DESCRIBED IN THE ENCLOSED MATERIALS. IF YOU RECEIVED A PROXY CARD BY MAIL, PLEASE SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU RECEIVED MORE THAN ONE PROXY CARD, IT IS AN INDICATION THAT YOUR SHARES ARE REGISTERED IN MORE THAN ONE ACCOUNT. PLEASE COMPLETE, DATE, SIGN AND RETURNEACH PROXY CARD YOU RECEIVE. IF YOU ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, YOUR VOTE BY PROXY WILL NOT BE USED.

This Proxy Statement is being furnished to the stockholders of ~~GELTOLOGY INC.~~General Agriculture Corporation (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”). The proxies are for use at the~~2013~~ 2014 Annual Meeting of Stockholders of the Company to be held on~~June 28, 2013~~, September 2, 2014, at 10:00 a.m., local time, or at any adjournment thereof (the “Annual Meeting”). The Annual Meeting will be held at the Company’s offices at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007. The Company’s telephone number is ~~86-10-5869-4611.~~86-10-6409-7316.

The shares represented by your proxy will be voted at the Annual Meeting as therein specified (if the proxy is properly executed and returned, and not revoked).

The shares represented by your proxy will be voted as indicated on your properly executed proxy. If no directions are given on the proxy, the shares represented by your proxy will be voted:

FOR the election of the director nominees named herein (~~Proposal One~~)(Proposal One), unless you specifically withhold authority to vote for one or more of the director nominees, if you are a record holder of your shares. If you hold your shares through a broker in “street name,” your broker will not be allowed to vote onProposal One unless you direct your broker as to such vote. (Proposal One)

FOR amending and restating the Company’s Certificate of Incorporation to ~~change~~authorize 50,000,000 of preferred stock to be issued with such terms as the ~~Company’s name to “General Agriculture Corporation” (Proposal Two~~).Board shall determine. (Proposal Two)

FOR amending and restating the Company’s Certificate of Incorporation to ~~effect a reverse stock split~~provide for indemnification of directors, officers and other authorized representatives of the Company. (Proposal Three).

FOR ratifying the appointment of ~~Patrizio & Zhao, LLC~~Friedman LLP as our independent auditors for the fiscal year ending~~March 31, 2013~~ (~~Proposal Four~~).

~~FOR approving the non-binding advisory resolution approving the compensation of our named executive officers (Proposal Five~~).

~~FOR a non-binding advisory proposal to conduct a non-binding shareholder vote to approve the compensation of our named executive officers every three years (Proposal Six~~). September 30, 2014. (Proposal Four)

The Company knows of no other matters to be submitted to the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares they represent as the Board may recommend. (Proposal Five)

These proxy solicitation materials are first being mailed to the stockholders on or about ~~June 3,2013~~.August 1, 2014.

Stockholders of record at the close of business on~~May 14, 2013~~ July 15, 2014 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, ~~127,349,551~~15,918,940 shares of the Company’s Common Stock, $0.0001 par value (“Common Stock”), were issued and outstanding.

Each holder of Common Stock is entitled to one vote for each share of Common Stock held as of the Record Date.

A majority of the aggregate combined voting power of the outstanding shares of Common Stock as of the Record Date must be present, in person or by proxy, at the Annual Meeting in order to have the required quorum for the transaction of business. If the aggregate voting power of the shares of Common Stock present, in person and by proxy, at the Annual Meeting does not constitute the required quorum, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

Shares of Common Stock that are voted “FOR,” “AGAINST” or “ABSTAIN” are treated as being present at the Annual Meeting for purposes of establishing a quorum. Shares that are voted “FOR,” “AGAINST” or “ABSTAIN” with respect to a matter will also be treated as shares entitled to vote at the Annual Meeting (the “Votes Cast”) with respect to such matter. Abstentions will be counted for purposes of quorum and will have the same effect as a vote “AGAINST” a proposal.

Broker non-votes (i.e., votes from shares of Common Stock held as of the Record Date by brokers or other custodians as to which the beneficial owners have given no voting instructions) will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but will not be counted for purposes of determining the number of Votes Cast with respect to a particular proposal on which the broker has expressly not voted. Accordingly, broker non-votes will not affect the outcome of the voting on a proposal.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

In order for any stockholder proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be included in the Company’s Proxy Statement to be issued in connection with the~~2014~~ 2015 Annual Meeting of Stockholders, such stockholder proposal must be received by the Company no later than ~~February 8, 2014.~~June 17, 2015. Any such stockholder proposal submitted, including any accompanying supporting statement, may not exceed 500 words, as per Rule 14a-8 of the Exchange Act. Any such stockholder proposals submitted outside the processes of Rule 14a-8 promulgated under the Exchange Act, which a stockholder intends to bring forth at the Company’s~~2014~~ 2015 Annual Meeting of Stockholders, will be untimely for purposes of Rule 14a-4 of the Exchange Act if received by the Company after ~~February 8, 2014.~~June 17, 2015. All stockholder proposals must be made in writing addressed to the Company’s Secretary, ~~Yongjun~~Shaokang Zeng, at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to the Company’s Secretary, Mr. Zeng, a written notice of revocation, a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Attending the Annual Meeting in and of itself will not constitute a revocation of a proxy.

Under Delaware General Corporation Law and the Company’s Certificate of Incorporation, stockholders are not entitled to any appraisal or similar rights of dissenters with respect to any of the proposals to be acted upon at the Annual Meeting.

Proxies may be solicited by certain of the Company’s directors, executive officers and regular employees, without additional compensation, in person, or by telephone, e-mail or facsimile. The cost of soliciting proxies will be borne by the Company. The Company expects to reimburse brokerage firms, banks, custodians and other persons representing beneficial owners of shares of Common Stock for their reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners.

Some banks, brokers and other record holders have begun the practice of “householding” notices, proxy statements and annual reports. “Householding” is the term used to describe the practice of delivering a single set of notices, proxy statements and annual reports to any household at which two or more stockholders reside if a company reasonably believes the stockholders are members of the same family. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing and mailing costs. The Company will promptly deliver an additional copy of any such document to any stockholder who writes or calls the Company. Alternatively, if you share an address with another stockholder and have received multiple copies of our notices, proxy statements and annual reports, you may contact us to request delivery of a single copy of these materials. Any such written request should be directed to the Secretary of the Company at the Company’s offices at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007.

This Proxy Statement and form of proxy, together with our Annual Report on Form 10-K, as amended, are first being mailed to shareholders on or about ~~June 10,2013~~.August 1, 2014. The Annual Report, which has been provided along with this Proxy Statement, is not a part of the proxy solicitation materials. Upon receipt of a written request, the Company will furnish to any shareholder, without charge, a copy of such Annual Report (without exhibits). Upon request and payment of $0.10 (ten cents) per page, copies of any exhibit to such Annual Report will also be provided. Any such written request should be directed to the Secretary of the Company at the Company’s offices at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007.

The Board currently consists of ~~three (3)~~five (5) directors, all of whom have been nominated for re-election. Stockholders and their proxies cannot vote for more than ~~three (3)~~five (5) persons.Each nominee has consented to being named as a nominee for election as a director and has agreed to serve if elected. At the Annual Meeting, directors will be elected to serve one-year terms expiring at the next annual meeting of stockholders or until their successors are elected or until their earlier resignation or removal.

The directors shall be elected by a plurality of the Votes Cast at the Annual Meeting. A “plurality” means that the individuals who receive the largest number of Votes Cast are elected as directors up to the maximum number of directors to be elected at the Annual Meeting. If any nominee is not available for election at the time of the Annual Meeting (which is not anticipated), the proxy holders named in the proxy, unless specifically instructed otherwise in the proxy, will vote for the election of such other person as the existing Board may recommend, unless the Board decides to reduce the number of directors of the Company. Certain information about the nominees to the Company’s Board is set forth below.

Xingping Hou, 5153, has been the Company’s Chairman of the Board, Chief Executive Officer and President since July 2012. Mr. Hou has served as the Executive Director, Manager of General Fruit since March 2003 and as the Executive Director, Manager of General Preservation since July 2003. Mr. Hou has also served as the Chairman of the Board for each of General Red Industry Group Co., Ltd. and Shaanxi General Red Agricultural Development Co., Ltd. since May 2010 and October 2010, respectively. He has also served as the Chairman of the Board and President of General Red International, Inc. since November 2007. Since May 2011, Mr. Hou has served as the Chief Executive Officer, President and Chairman of General Red Holding, Inc. Mr. Hou has also served as a director of Hua Mei Investments Limited and Han Glory International Limited since April 2011. Mr. Hou graduated from the PLA Nanchang Army Institute. Mr. Hou brings historical and operational expertise and experience to the Board. Mr. Hou also brings many years of food industry experience to the Board. Mr. Hou devotes as much time as necessary to the business of the Company and currently holds no other directorships in any other reporting company.

Shaokang Zeng, 3435, ~~has been~~is the Company’s ~~Chief Financial Officer since July 2012.~~Director, Secretary and Treasurer. Mr. Zeng has served as the Finance Department Manager of General Fruit since December 2006. Mr. Zeng graduated from the People’s University of China where he studied accounting and received an MBA from Beijing University of Chemical Technology, College of Business Administration. Mr. Zeng brings financial and strategic experience to the Company’s Board of Directors. Mr. Zeng devotes as much time as necessary to the business of the Company and currently holds no other directorships in any other reporting company.

~~Yongjun Zeng, 41~~Liwei Jia, 36, is an independent director. He graduated with a Bachelor’s Degree in Economics from Beijing Industry and Commerce University in June 2001. Mr. Jia is a Chinese Certified Public Accountant and an International Certified Internal Auditor. From July 2001 to December 2003, Mr. Jia was the project manager at Zhongrui Hengxin Accounting Firm. From January 2004 to December 2011, Mr. Jia was the Senior Audit Manager at PricewaterhouseCoopers Zhong Tian LLP and participated in the financial audit and internal control audits of a number of large Chinese public companies. From November 2011 to April 2012, Mr. Jia was the Executive Director of Funds and Assets Management of Beijing Shangyin Zhisheng Investments and Funds Management Co., Ltd. From December 2012 to the present, Mr. Jia has been the ~~Company’s Secretary since~~managing director of Zhongfu Runde Investments Co., Ltd. Mr. Jia’s experience in financial and internal control audits, as well as his knowledge about finance, qualify him to serve on the Board of Directors.

Wei Lu, 38, is an independent director. He graduated with a Master of Business Administration from University of Southern California, Marshall Business School in May 2003. From September 2003 to April 2007, Mr. Lu was the director of Fidelity Capital Investment Partners, providing advisory services for Chinese companies’ oversea listings. From May 2007 to December 2009, Mr. Lu was the managing director of World Capital Market Inc, providing consulting service for Chinese companies’ mergers & acquisitions. From January 2010 to May 2011, Mr. Lu was the Chief Financial Officer of Chongqing Maotian Group, assisting with the external financial audit, road shows and reorganization. From May 2011 to the present, Mr. Lu has been a partner of Newmargin Capital, providing services for private equity and corporate finance. Mr. Lu’s experience advising, and knowledge, about Chinese companies listing overseas, as well as his experience with financial audits and corporate finance, qualify Mr. Lu to serve on the Board of Directors.

Hongcai Li, 40, is an independent director. He earned a Bachelor’s degree in Economics from Chongqing Institute of Industrial Management. Mr. Li is a certified intermediate level accountant. From July ~~2012.~~1998 to March 2001, Mr. ~~Zeng~~Li served as the accounting manager of Chognqing Chaohua Technology Co., Ltd. From April 2001 to November 2006, Mr. Li served as the Department Manager of Guomei Electronics Co Ltd. From December 2006 to March 2011, Mr. Li was the Vice President of Accounting of Tianyin Pharmaceutical Co, Inc, a NYSE MKT listed company and handled the preparation of financial statements and accounting reporting. From April 2011 to the present, Mr. Li has served as the ~~Assistant General Manager~~chief financial officer of ~~General Fruit since August 2003. Since May 2011,~~Sichuan Qiangjiang Stone Company and Sichuan Huide Financing and Guaranty Company. Mr. ~~Zeng has also served as~~Li’s knowledge of accounting and his experience with internal processes of preparation of financial statements and accounting reporting qualify Mr. Lu to serve on the Vice President of General Red Holding, Inc. He has also served as a director of General Red Industry Group Co., Ltd. since March 2006. Mr. Zeng graduated from the Central University of Finance and Economics College of Adult Education where he studied finance. Mr. Zeng brings financial and strategic experience to the Company’s Board of Directors. ~~Mr. Zeng devotes as much time as necessary to the business of the Company and currently holds no other directorships in any other reporting company.~~

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE.

The Board adopted a resolution declaring it advisable to amend and restate our Certificate of Incorporation (i) to provide authority to issue up to 50,000,000 shares of preferred stock, par value $0.0001, through an increase in the total authorized capital of the Company to 250,000,000 shares, of which (A) 200,000,000 shares will be designated as common stock, $0.0001 par value; and (B) 50,000,000 shares will be designated as preferred stock, $0.0001 par value, to be issued with such terms as the Board of Directors shall determine and (ii) to provide for indemnification of directors, officers and other authorized representatives of the Company. The form of the proposed amended and restated Certificate of Incorporation (the “Amendment”) is attached hereto as Annex A.

APPROVAL TO AMEND AND RESTATE THE COMPANY’S CERTIFICATE OF INCORPORATION TO ~~CHANGE~~AUTHORIZE 50,000,000 SHARES OF PREFERRED STOCK OF THE ~~COMPANY’S NAME~~COMPANY TO BE ISSUED WITH SUCH TERMS AS THE BOARD OF DIRECTORS SHALL DETERMINE

~~The Board unanimously adopted a resolution~~We are asking our stockholders to submit to a vote of shareholders a special resolution to change the name of the Company from changing the name of the Company from “Geltology Inc.” to “General Agriculture Corporation.” If shareholders approve ~~this proposal, the change in the Company’s name will become effective promptly after the Annual Meeting upon the filing by the Company of an amendment, in the form of~~ the amendment ~~attached hereto~~and restatement of our Certificate of Incorporation to authorize 50,000,000 shares of preferred stock, par value $0.0001, as~~Appendix A~~, a class of “blank check” preferred stock so as to ~~its certificate~~enable our board of ~~incorporation with~~directors to prescribe the ~~Secretary of State of the State of Delaware reflecting the new name of the Company.~~

The Company’s new name and identity is designed to better represent the Company’s current business in the Chinese navel orange industry and future agricultural industries into which the Company may enter.

If approved by shareholders, the change in our name will not affect the validity or transferability of any existing share certificates that bear the name “Geltology Inc.” If the proposed name change is approved, shareholders with certificated shares should continue to hold their existing share certificates. The rights of shareholders holding certificated shares under existing share certificatesseries and the number of the shares ~~represented~~of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of preferred stock. The Board believes that the amendment would provide the Company greater flexibility with respect to the Company’s capital structure for such purposes as additional equity financing and acquisitions. Our board of directors believes that the Amendment is in the best interest of the Company and its shareholders.

If our Certificate of Incorporation is amended to authorize the issuance of “blank check” preferred stock, the board of directors would have discretion to prescribe the series and the number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of preferred stock. If this proposal is approved by ~~those certificates~~our stockholders, our board of directors does not intend to solicit further stockholder approval prior to the issuance of any shares of preferred stock, except as may be required by applicable law or rules. The term “blank check” preferred stock refer to stock for which the designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof are determined by the board of directors of a company.

Upon the effectiveness of the Amendment allowing the board of directors to issue blank check preferred stock, the board of directors will ~~remain unchanged. Direct registration accounts~~have the express authority to execute and ~~any new share certificates that are issued after~~file a certificate of designation setting forth the ~~name change becomes effective will bear~~series and the ~~name “General Agriculture Corporation.”~~number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of our preferred stock.

Our ~~Common Stock is quoted on~~board of directors recommends the ~~Over~~Amendment to allow the ~~Counter Bulletin Board (the “OTCBB”) under~~board of directors to issue blank check preferred stock. Our board of directors believes that the ~~symbol “GELT.”~~complexity of modern business financing and acquisition transactions requires greater flexibility in the Company’s capital structure than now exists. If the proposed ~~name change~~amendment is approved, the board of directors would be empowered, without the necessity of further action or authorization by the Company’s shareholders, unless required in a specific case by applicable laws or regulations, to authorize the issuance of the Preferred Stock from time to time in one or more series, and to fix by resolution or resolutions, designations, preferences, limitations and relative rights of each such series. Each series of Preferred Stock could, as determined by the board of directors at the time of issuance, rank, with respect to dividends and redemption and liquidation rights, senior to the Company’s Class A and/or Class B common stock. No preferred stock is presently authorized by the Company’s Certificate of Incorporation.

The issuance of shares of our ~~shares will continue~~preferred stock may adversely affect the rights of the holders of our common stock. If this amendment to ~~trade under this symbol. However, a new CUSIP number~~allow the board of directors to issue blank check preferred stock is approved by our stockholders, out board of directors will be ~~assigned~~authorized to issue shares of preferred stock with certain designations, rights, qualifications, preferences, limitations and terms, any of which may dilute the ~~Common Stock shortly following~~voting power and economic interest of the ~~name change. If~~holders of our common stock. For example, in the ~~proposal~~absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of outstanding shares caused by the issuance of our preferred stock would dilute the earnings per share and book value per share of all outstanding shares of our common stock. In addition, in a liquidation, the holders of our preferred stock may be entitled to ~~change~~receive a certain amount per share of our ~~name~~preferred stock before the holders of our common stock receive any distribution. In addition, the holders of our preferred stock may be entitled to vote and such votes may dilute the voting rights of the holders of our common stock when we seek to take corporate action. Our preferred stock also may be convertible into shares of a class of our common stock. Furthermore, our preferred stock could be issued with certain preferences over the holders of our common stock with respect to dividends or the power to approve the declaration of a dividend. The aforementioned are only examples of how shares of our preferred stock, if issued, could result in:

In addition to financing purposes, we could also issue blank check preferred stock that may, depending on the terms of such series, make it more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or other means. When, in the judgment of our board of directors, this action would be in the best interest of our Company and stockholders, such shares could be used to create voting or other impediments or to discourage persons seeking to gain control of our Company. Such blank check preferred shares also could be privately placed with purchasers favorable to our board of directors in opposing such action. In addition, our board of directors could authorize holders of a series of our preferred stock to vote either separately as a class or with the holders of our common stock, on any merger, sale or exchange of assets by our company or any other extraordinary corporate transaction. The existence of the additional authorized shares could have the effect of discouraging unsolicited takeover attempts. The issuance of new blank check preferred shares also could be used to dilute the stock ownership of a person or entity seeking to obtain control of our Company should our board of directors consider the action of such entity or person not to be in the best interest of our stockholders. The issuance of new blank check preferred shares also could be used to entrench current management or deter an attempt to replace our board of directors by diluting the number or rights of shares held by individuals seeking to control our Company by obtaining a certain number of seats on our board of directors.

At this time, the Company does not have any plans, proposals or arrangements to issue any of the newly available shares of blank check preferred stock and the authorization of the blank check preferred stock is not ~~approved, our name and CUSIP number will remain unchanged.~~in response to any takeover attempt or any other expression of interest indicated by a third party.

This proposal requires approval by a majority of the Votes Cast at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AMEND THE COMPANY’S CERTIFICATE OF INCORPORATION TO ~~CHANGE~~AUTHORIZE 50,000,000 SHARES OF PREFERRED STOCK OF THE ~~COMPANY’S NAME.~~COMPANY TO BE ISSUED WITH SUCH TERMS AS THE BOARD OF DIRECTORS SHALL DETERMINE.

APPROVAL TO AMEND AND RESTATE THE COMPANY’S CERTIFICATE OF INCORPORATION TO ~~EFFECT A REVERSE STOCK SPLIT~~PROVIDE FOR INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES OF THE COMPANY

~~The Board has approved,~~We are asking our stockholders to approve the amendment and ~~is hereby soliciting stockholder approval~~restatement of ~~an amendment to the Company’s~~our Certificate of Incorporation to ~~effect a reverse stock split at a ratio of eight-for-one in the form set forth inAppendix B~~ ~~to this Proxy Statement (the “Reverse Stock Split Amendment”). A vote~~provide for ~~this Proposal Three will constitute approval~~indemnification of the ~~Reverse Stock Split~~directors and officers of the Company to the fullest extent authorized or permitted by law, and that these indemnification rights would continue after the director or officer ceases to be a director or officer. Under the Amendment, ~~providing for~~ the ~~combination~~Company would not be obligated to indemnify any director or officer in connection with a proceeding initiated by that director or officer unless the proceeding was authorized or consented to by the Board. The right to indemnification under the proposed charter would include the right to be paid expenses incurred in defending or otherwise participating in any proceeding in advance of ~~eight shares of common stock into one share of common stock. If stockholders approve this proposal,~~its final disposition. The Amendment would also permit the Company, to the extent authorized from time to time by the Board, ~~will have~~to provide rights to indemnification and to the ~~authority, but~~advancement of expenses to employees and agents similar to those conferred to directors and officers under the Amendment. The rights to indemnification and to the advance of expenses under the proposed charter would not ~~the obligation, in its sole discretion~~be exclusive of any other right existing under our bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise. Further, rights to indemnification and ~~without further action on the part~~advancement of expenses would not be affected by any repeal or modification of our certificate of incorporation with respect to any prior acts or omissions.

Subsection (a) of Section 145 of the ~~stockholders, to effect the approved reverse stock split by filing the Reverse Stock Split Amendment with the Secretary of State~~General Corporation Law of the State of Delaware atempowers a corporation to indemnify any ~~time after~~person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the ~~approval~~right of the ~~Reverse Stock Split Amendment. If the Reverse Stock Split Amendment has not been filed with the Secretary of State~~corporation) by reason of the ~~State~~fact that he is or was a director, officer, employee or agent of ~~Delaware by~~ the ~~close~~corporation, or is or was serving at the request of ~~business on June 28, 2014,~~ the Board will abandon the Reverse Stock Split Amendment. If the reverse stock split is implemented, the Reverse Stock Split Amendment as set forth below but would not change the par value of a share of our common stock. Except for any changescorporation as a ~~result~~director, officer, employee or agent of the treatment of fractional shares, each stockholder will hold the same percentage of common stock outstanding immediately following the reverse stock split as such stockholder held immediately prior to the reverse stock split.

~~If the stockholders approve Proposal Three, the reverse stock split will be effected, if at all, only upon a determination~~another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by ~~the Board that the reverse stock split is~~him in ~~the Company’s and the stockholders’ best interests at that time. In~~ connection with ~~any determination to effect the reverse stock split, the Board will set the time for~~ such action, suit or proceeding if he acted in good faith and in a ~~split. This determination will be made by the Board with the intention to create the greatest marketability for our common stock based upon prevailing market conditions at that time.~~

The Board reserves its right to elect to abandon the reverse stock split if it determines, in its sole discretion, that this proposal is no longer in the best interest of the company and its stockholders.

The purpose of the reverse stock split is to increase the per share trading value of the Common Stock. The Board intends to effect the proposed reverse stock split only if it believes that a decrease in the number of shares outstanding is likely to improve the trading price for the Common Stock, and only if the implementation of a reverse stock split is determined by the Boardmanner he reasonably believed to be in or not opposed to the best interests of the ~~Company~~corporation, and, ~~its stockholders. The Board may exercise its discretion not~~with respect to ~~implement~~any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

~~The Common Stock currently~~corporation to indemnify any person who was or is ~~quoted on~~a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the OTCBB under the symbol “GELT” but is considering applying to list its shares on the Nasdaq Capital Market. The Nasdaq Capital Market has several initial listing criteria that companies must satisfy in order to remain listed thereon. One of these criteria, Nasdaq Listing Rule~~5505(a),~~requires that a company’s common stock have a minimum bid price that is greater than or equal to $4.00 per share. The Company’s Common Stock must meet the applicable closing price requirement for at least five consecutive business days prior to approval by the Nasdaq Capital Market and for thirtyright of the ~~sixty days prior~~corporation to ~~filing the listing application and prior to listing on Nasdaq Capital Market. On May 23, 2013, the closing price~~procure a judgment in its favor by reason of the Common Stock was $0.62. If the price remains at, near, or under $0.62, the Company may be at risk of not complying with Rule 5505(a) and not being eligible to list on the Nasdaq Capital Market. The Company may wish to take action to alleviate this risk. The Company believesfact that ~~approval of this proposal would significantly increase the Company’s ability to meet the Nasdaq Capital Market’s initial listing requirements.~~

~~A reverse stock split would allow a broader range of institutions to invest~~such person acted in ~~the Common Stock (namely, funds that are prohibited from buying stocks with a price below a certain threshold), potentially increasing the trading volume and liquidity~~any of the ~~Common Stock. In addition, a reverse stock split would help increase analyst~~capacities set forth above, against expenses (including attorneys’ fees) actually and ~~broker interest~~reasonably incurred by him in the Common Stock, as their policies can discourage them from following or recommending companies with lower stock prices. Because of the trading volatility often associated with lower-priced stock, many brokerage houses and institutional investors have adopted internal policies and practices that either prohibit or discourage them from investing in such stocks or recommending them to their customers. Some of those policies and practices may also function to make the processing of trades in lower-priced stocks economically unattractive to brokers.

The reverse stock split will affect all holders of the Common Stock uniformly and will not affect any stockholder’s percentage ownership interest, or voting power, in the Company, except that stockholders that would otherwise receive fractional shares as a result of the reverse stock split will have their stock received rounded up to the next whole share in lieu of fractional shares. As a result, no holders of Common Stock would be eliminated in the event that the proposed reverse stock split is implemented. In addition, the reverse stock split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The table below illustrates the effect, as of May 14, 2013, of a reverse stock split on (i) the shares of Common Stock outstanding and reserved for issuance, (ii) the number of total authorized shares of Common Stock under our certificate of incorporation, and (iii) the resulting number of shares of Common Stock available for issuance:

~~The Board intends to effect the reverse stock split only~~defense or settlement of such action or suit if ~~it believes that~~he acted in good faith and in a ~~decrease in the number of shares is likely to improve the trading price of the Common Stock and if the implementation of the reverse stock split is determined by the Board~~manner he reasonably believed to be in or not opposed to the best interests of the ~~company and its stockholders.~~

~~The proposed reverse stock split would become effective~~corporation, except that no indemnification may be made in respect of any claim, issue or matter as of 11:59 p.m., Eastern Time (the “Effective Time”), on the date of filing the Reverse Stock Split Amendment with the office of the Secretary of State of the State of Delaware. Except as explained below with respect to fractional shares, at the Effective Time, all shares of the Common Stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of stockholders, into a lesser number of shares the Common Stock calculated in accordance with the reverse stock split ratio approved by the stockholders.

~~After the Effective Time, the Common Stock will~~which such person shall have a new committee on uniform securities identification procedures (“CUSIP”) number, which is a number used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will needbeen made to be ~~exchanged for stock certificates with the new CUSIP numbers by following the procedures described below.~~

After the Effective Time, the Company will continue to be subject to periodic reporting and other requirements of the Exchange Act. The Common Stock will continue to be quoted on the OTCBB under the symbol “GELT” until such time that the Company applies to and is accepted for listing by the Nasdaq Capital Market, although Nasdaq will add the letter “D”liable to the ~~end of the trading symbol for a period of 20 trading days after the Effective Date to indicate that the reverse stock split has occurred.~~

If the reverse stock split is approved by the Company’s stockholders, it will be effected, if at all, only upon a determination by the Board that a reverse stock split is in the best interests of the Company and the stockholders. The Board’s determination as to whether the reverse stock split will be effected will be based upon certain factors, including existing and expected marketability and liquidity of the Common Stock, prevailing market conditions and the likely effect on the market price of the Common Stock.

No fractional shares of Common Stock will be issued in connection with the reverse stock split. If as a result of the reverse stock split, a stockholder of record would otherwise hold a fractional share, the shares received by that stockholder of record will be rounded up to the next whole share.

~~Effect on Beneficial Holders of Common Stock (i.e. stockholders who hold in “street name”)~~

Upon the reverse stock split, we intend to treat shares held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding the Common Stock in “street name”. However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of the Common Stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

~~Effect on Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)~~

Certain of the Company’s registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

If a stockholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-reverse stock split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-reverse stock split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of Common Stock held following the reserve stock split.

If a stockholder is entitled to a payment in lieu of any fractional share interest, a check will be mailed to the stockholder’s registered address as soon as practicable after the Effective Time. By signing and cashing the check, stockholders will warrant that they owned the shares of Common Stock for which they received a cash payment. The cash payment is subject to applicable federal and state income tax and state abandoned property laws. In addition, stockholders will not be entitled to receive interest for the period of time between the Effective Time of the reverse stock split and the date payment is received.

Stockholders holding shares of the Common Stock in certificate form will be sent a transmittal letter by the transfer agent after the Effective Time. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificate(s) representing shares of the Common Stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-reverse stock split Common Stock (“New Certificates”). No New Certificate will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter to transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates.

Stockholders will then receive a New Certificate(s) representing the number of whole shares of Common Stock which they are entitled as a result of the reverse stock split. Until surrendered, the Company will deem outstanding Old Certificates held by stockholders to be cancelledcorporation unless and only to ~~represent~~ the ~~number~~extent that the Court of ~~whole shares~~Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of ~~post-reverse stock split Common Stock~~liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which ~~these stockholders are entitled.~~the indemnified party may be entitled; that indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

~~Any Old Certificates submitted~~Our current charter does not include any provision for ~~exchange, whether because~~indemnification rights of ~~a sale, transfer or other disposition~~any person. However, our bylaws currently require the Company to indemnify our directors, officers and employees to the fullest extent permitted by law, with rights to advancement of ~~stock, will automatically be exchanged for new certificates. If an Old Certificate has a restrictive legend on the back~~expenses and continuation of ~~the Old Certificate(s), the New Certificate will be issued~~indemnification consistent with the ~~same restrictive legends that are on the back of the Old Certificate(s).~~proposed charter.

~~If a~~By including indemnification rights in our certificate of incorporation rather than solely in our bylaws, the proposed charter would make it more difficult to amend the indemnification rights, since amendments to our certificate of incorporation require both board of director and stockholder ~~is entitle to a payment in lieu of any fractional share interest, such payment will be made to described above under “Fractional Shares”.~~

~~Stockholders should not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.~~

The reverse stock slip will not affect the par value of a share of the Common Stock. As a result, as of the Effective Time of the reverse stock split, the stated capital attributable to Common Stock on the Company’s balance sheet will be reduced proportionately based on the reverse stock split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

Under the Delaware General Corporation Law, stockholders are not entitled to appraisal rights with respect to the reverse stock split, and the Company will not independently provide stockholders with any such right.

The following is a summary of certain U.S. federal income tax consequences of the reverse stock split to holders of the Common Stock. This discussion is based upon the Code, Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the “IRS) and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to U.S. holders (as defined below) that hold their shares of Common Stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion does not address all of the tax consequences that may be relevant to a particular stockholder or to stockholders that are subject to special treatment under U.S. federal income tax laws, such as:

If a partnership or other entity taxed as a partnership holds the Common Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partners and the activities of the partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the reverse stock split to them.

This discussion does not address the tax consequences of the reverse stock split under state, local or foreign tax laws. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

Holders of the Common Stock are urged to consult with their own tax advisors as to the tax consequences of the reverse stock split in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

~~For purposes of this section, the term “U.S. holder” means a beneficial owner of the Common Stock that for U.S. federal income tax purposes is:~~

~~Except as provided below with respect to cash received in lieu of fractional shares, a U.S. holder will not recognize any gain or loss as a result of the reverse stock split.~~

A U.S. holder that receives cash in lieu of a fractional share of Common Stock in the reverse stock split will generally be treated as having received such fractional share and then as having received such cash in redemption of such fractional share interest. A U.S. holder generally will recognize gain or loss measured by the difference between the amount of cash received and the portion of the basis of the pre-reverse stock split Common Stock allocable to such fractional interest. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period in the Common Stock exchanged therefore was greater than one year as of the date of the exchange.

A U.S. holder’s aggregate tax basis in the Common Stock received in the reverse stock split will equal such stockholder’s aggregate tax basis in the Common Stock surrendered in the reverse stock split reduced by any amount allocable to a fractional share of post-reverse stock split Common Stock for which cash is received. The holding period for the shares of the Common Stock received in the reverse stock split generally will include the holding period for the shares of the Common Stock exchanged therefor.

~~This proposal requires approval by a majority of the Votes Cast at the Annual Meeting.~~approval.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AMEND AND RESTATE THE COMPANY’S CERTIFICATE OF INCORPORATION TO ~~EFFECT A REVERSE STOCK SPLIT.~~PROVIDE FOR INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES OF THE COMPANY.

If the Amendment pursuant to Proposals 2 and/or 3, is approved by our stockholders, we have to file the Amendment with the Delaware Secretary of State in order for the Amendment to become effective. If we obtain stockholder approval of any of these proposals, we intend to file the Amendment as soon as practicable.

Our board of directors reserves the right, notwithstanding stockholder approval of the Amendment and without further action by our stockholders, not to proceed with the Amendment at any time before the effective date of the amendment and restatement of our Certificate of Incorporation.

If the Amendment is adopted, it will become effective upon the acceptance for filing of a Certificate of Amendment to our Certificate of Incorporation by the Secretary of State of the State of Delaware.

Under the Delaware General Corporation Law, our common stockholders are not entitled to dissenters' rights with respect to the Amendment, and we will not independently provide common stockholders with any such right.

The Board has selected the firm of ~~Patrizio & Zhao, LLC~~Friedman LLP as our independent auditors for the fiscal year endingSeptember 30, ~~2013~~,2014, subject to ratification by our stockholders at the Annual Meeting. ~~Patrizio & Zhao, LLC~~Friedman LLP has been our independent auditors since ~~the fiscal year ended 2012.~~April 3, 2014. A representative of ~~Patrizio & Zhao, LLC~~Friedman LLP is not expected to be present at the Annual Meeting.

More information about our independent auditors is available under the heading “Independent Auditors” on page 1914 below.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ~~PATRIZIO & ZHAO, LLC~~FRIEDMAN LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30,~~, 2013~~. 2014.

Shareholders have an opportunity to cast an advisory vote on compensation of our named executive officers, as disclosed in this Proxy Statement. This proposal, commonly known as “Say on Pay,” gives shareholders the opportunity to approve, reject or abstain from voting on the proposed resolution regarding our fiscal year 2012 executive compensation program.

Our compensation philosophy policies are comprehensively described in the Compensation of Executive Officers section beginning on page 18 of this Proxy Statement. Our Board of Directors designs our compensation policies for our named executive officers to create executive compensation arrangements that are linked both to the creation of long-term growth, sustained shareholder value and individual and corporate performance, and are competitive with peer companies of similar size, value and complexity and encourage stock ownership by our senior management. Based on its review of the total compensation of our named executive officers for fiscal year 2012, the Board believes that the total compensation for each of the named executive officers is reasonable and effectively achieves the designed objectives of driving superior business and financial performance, attracting, retaining and motivating our people, aligning our executives with shareholders’ long-term interests, focusing on the long-term and creating balanced program elements that discourage excessive risk taking.

Our Board of Directors values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate. The approval of the non-binding resolution approving the compensation of our named executive officers requires that the votes cast in favor of the proposal exceed the number of votes cast in opposition to the proposal. However, neither the approval nor the disapproval of this resolution will be binding on the Board of Directors or us nor construed as overruling a decision by the Board of Directors or us. Neither the approval nor the disapproval of this resolution will create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for the Board of Directors or us.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPANY’S COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS:~~

“RESOLVED, that the Company’s shareholders APPROVE, on an non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules.”

~~NON-BINDING PROPOSAL REGARDING THE FREQUENCY (ONE, TWO OR THREE YEARS) WITH WHICH THE NON-BINDING SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD BE CONDUCTED~~

SEC rules adopted pursuant to the Dodd-Frank Act require that, not less frequently than once every three years, we will include in the proxy materials for a meeting of shareholders where executive compensation disclosure is required by the SEC rules, an advisory resolution subject to a non-binding shareholder vote to approve the compensation of our named executive officers. The approval of this resolution is included as Proposal Five in this Proxy Statement. The Dodd-Frank Act also requires that, not less frequently than once every six years, we enable our shareholders to vote to approve, on an advisory (non-binding) basis, the frequency (one, two or three years) with which the non-binding shareholder vote to approve the compensation of our named executive officers should be conducted. In accordance with such rules, we are requesting your vote to advise us of whether you believe this non-binding shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years, or abstain.

We believe that a non-binding shareholder vote on executive compensation should occur every three years. Our executive compensation program is designed to create executive compensation arrangements that are linked both to the creation of long-term growth, sustained shareholder value and individual and corporate performance, and are competitive with peer companies of similar size, value and complexity and encourage stock ownership by our senior management. As described above, one of the core principles of our executive compensation program is to ensure management’s interests are aligned with shareholders’ long-term interests, focusing on the long-term and creating balanced program elements that discourage excessive risk taking. Thus, we grant awards with multi-year performance and service periods to encourage our named executive officers to focus on long-term performance. Accordingly, we recommend a triennial vote which would allow our executive compensation programs to be evaluated over a similar time-frame and in relation to our long-term performance.

A triennial vote will provide us with the time to thoughtfully respond to shareholders’ sentiments and implement any necessary changes. We carefully review changes to the program to maintain the consistency and credibility of the program which is important in motivating and retaining our employees. We therefore believe that a triennial vote is an appropriate frequency to provide our people and our Board of Directors sufficient time to thoughtfully consider shareholders’ input and to implement any appropriate changes to our executive compensation program, in light of the timing that would be appropriate to implement any decisions related to such changes.

We will continue to engage with our shareholders regarding our executive compensation program during the period between shareholder votes. Engagement with our shareholders is a key component of our corporate governance. We seek and are open to input from our shareholders regarding board and governance matters, as well as our executive compensation program, and believe we have been appropriately responsive to our shareholders. We believe this outreach to shareholders, and our shareholders’ ability to contact us at any time to express specific views on executive compensation, hold us accountable to shareholders and reduce the need for and value of more frequent advisory votes on executive compensation.

For the reasons stated above, the Board of Directors is recommending a vote FOR a three-year frequency for the non-binding shareholder vote to approve the compensation of our named executive officers. Note that shareholders are not voting to approve or disapprove the recommendation of the Board of Directors with respect to this proposal. Instead, each proxy card provides for four choices with respect to this proposal: a one, two or three year frequency, or shareholders may abstain from voting on the proposal and you are being asked only to express your preference for a one, two or three year frequency or to abstain from voting.

Your vote on this proposal will be non-binding on us and the Board of Directors and will not be construed as overruling a decision by us or the Board of Directors. Your vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for us or the Board of Directors. However, the Board of Directors values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making such future compensation decisions as it deems appropriate.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR A THREE-YEAR FREQUENCY FOR THE NON-BINDING SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.~~

The Board does not know of any other matters that may be brought before the Annual Meeting. However, if any such other matters are properly brought before the Annual Meeting, the proxies may use their own judgment to determine how to vote your shares.

We adopted a Code of Business Conduct and Ethics on August 5, 2012. The Code of Ethics, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, constitutes our Code of Ethics for our principal executive officer, our principal financial and accounting officer and our other senior financial officers. The Code of Ethics is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters. A printed copy of the Code of Ethics may be obtained free of charge by writing to Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007. The Code of Ethics is also available atwww.sec.gov as exhibit number 14.2 to Amendment No. 1 to the Company’s Transition Report on Form 10-K filed with the SEC on January 31, 2013.

~~Audit Committee~~The Board held four meetings during the fiscal year ended 2013. All members elected to the Board at the time of each meeting attended such meeting. Additionally, all members of, or nominees to, the Board at the time of the 2013 Annual Meeting of Stockholders attended such meeting.

We have not yet appointed an audit committee. At the present time, we believe that the members of Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.

~~We do not presently have a nominating committee.~~ Our board of directors ~~currently acts~~has an audit committee, a compensation committee and a nominating and governance committee. These committees were established at the end of the fiscal year and thus held no meetings in 2013.

Each of the committees of the board of directors has the composition and responsibilities described below.

Liwei Jia, Hongcai Li and Wei Lu are members of our audit committee. Liwei Jia is the Chairman of the Audit Committee. Each of Liwei Jia and Wei Lu were designated by the Board as an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended, based on the Board’s evaluation of his knowledge of accounting, qualifications and experience and has appropriate experience or background which results in his financial sophistication in accordance with the additional audit committee requirements of Rule 5605(c)(2)(A) of the NASDAQ Marketplace rules.

Our Audit Committee is responsible, in accordance with the Audit Committee charter, for recommending our ~~nominating committee.~~independent auditors, and overseeing our audit activities and certain financial matters to protect against improper and unsound practices and to furnish adequate protection to all assets and records.

Our Audit Committee pre-approves all audit and non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date.

The Audit Committee charter has been posted on the Company’s website and can be found at www.gelt-cn.com.

Hongcai Li and Wei Lu are members of our Compensation Committee and Hongcai Li is the chairman of the Compensation Committee. All members of our Compensation Committee are independent under the current definition promulgated by NASDAQ. In accordance with the Compensation Committee’s Charter, the Compensation Committee is responsible for overseeing and, and as appropriate, making recommendations to the Board regarding the annual salaries and other compensation of our executive officers and general employees and other polices, providing assistance and recommendations with respect to our compensation policies and practices. To the extent that the Compensation Committee deems appropriate or desirable, the committee may appoint one or more subcommittees whose members are non-employee directors and outside directors and delegate to such subcommittee or subcommittees the authority to make grants or awards under, and to otherwise administer, bonus and incentive compensation plans and programs.

~~We do not presently have a compensation committee. Our~~The Compensation Committee charter has been posted on the Company’s website and can be found at www.gelt-cn.com.

Liwei Jia and Wei Lu are members of our Nominating and Governance Committee and Wei Lu is the chairman of Nominating and Governance Committee. All members of our Nominating and Governance Committee will be qualified as independent under the current definition promulgated by NASDAQ. In accordance with the Nominating and Governance Committee’s Charter, our Nominating and Governance Committee is responsible for identifying and nominating members for election to the board of directors; developing and recommending to the board of directors ~~currently acts~~a set of corporate governance principles applicable to our company; and overseeing the evaluation of the board of directors and management.

The Nominating and Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Nominating and Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Nominating and Governance Committee through directors or management. If the Nominating and Governance Committee believe that the Board requires additional candidates for nomination, the Nominating and Governance Committee may engage, as ~~our compensation committee.~~appropriate, a third party search firm to assist in identifying qualified candidates. The evaluation of these candidates may be based solely upon information provided to the Nominating and Governance Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the Nominating and Governance Committee deems appropriate, including the use of third parties to review candidates.

The Nominating and Governance Committee has not established any specific, minimum qualifications that must be met for a person to be nominated to serve as a director. The Nominating and Governance Committee will consider such factors as it deems appropriate in order to consider a proposed candidate for election to the Board and to develop a board and committees comprised of experienced and seasoned advisors. These factors include business judgment, skill, honesty, integrity, literacy in financial and business matters, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Nominating Committee considers diversity together with the other factors considered when evaluating candidates but does not have a specific policy in place with respect to diversity.

The Nominating Committee charter has been posted on the Company’s website and can be found at www.gelt-cn.com.

~~There have been~~The Nominating and Governance Committee will consider any candidates recommended by stockholders. In considering a candidate submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. Nevertheless, the Board may choose not to consider an unsolicited recommendation if no ~~changes~~vacancy exists on the Board and/or the Board does not perceive a need to increase the size of the Board. Stockholders should submit any recommendations of director candidates for the Company’s 2015 Annual Meeting of Stockholders to the Company’s Secretary, Shaokang Zeng, at Room 801, Plaza B, Yonghe Building, No. 28 AnDingMen East Street, Dongcheng District, Beijing, China, Postal Code: 100007 in accordance with the procedures ~~by which our stockholders may recommend nominees~~set forth above under the heading “Deadline for Receipt of Stockholder Proposals to ~~the Board of Directors.~~be Presented at Next Annual Meeting.”

~~As ofMay 7, 2013, the Company’s directors, executive officers and principal stockholders beneficially own, directly or indirectly, in the aggregate, approximately 79.43~~% of its outstanding Common Stock. These stockholders have significant influence over the Company’s business affairs, with the ability to control matters requiring approval by the Company’s stockholders, including the~~six~~ ~~proposals set forth in this Proxy Statement as well as approvals of mergers or other business combinations.~~

The following table sets forth ~~as ofMay 7, 2013~~, certain information ~~with respect to the~~regarding beneficial ownership of ~~the~~our Common Stock as of July 14, 2014 (after giving effect to the Share Exchange and the related issuances) by (i) each person (or group of affiliated persons) who is known by ~~the Company~~us to ~~beneficially~~ own more than 5%five percent of the outstanding shares of ~~the Company’s~~our Common Stock, (ii) each ~~of the Company’s directors,~~director and executive officer, and (iii) ~~each of the Company’s Named Executives (as defined below) and (iv)~~ all of ~~the Company’s~~our directors and executive officers as a group. On July 12, 2013, the Company effected the 1 for 8 reverse split of the Company’s common stock. As of July 14, 2014, we had 15,918,940 shares of Common Stock issued and outstanding.

~~____________~~Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless otherwise noted, the principal address of each of the stockholders, directors and officers listed below is Room 801, Plaza B, Yonghe Building, No.28 AnDingMen East Street, Dongcheng District, Beijing, China.

The Company’s executive officers are Xingping Hou, President, Chief Executive Officer ~~President~~ and ~~Chairman of the Board, Yongjun~~Director, Shaokang Zeng, Secretary, Treasurer and ~~a member of the Board,~~Director and ~~Shaokang Zeng,~~Amy Xue, Chief Financial ~~Officer and a member of the Board.~~Officer. Biographical information for ~~Messrs.~~Mr. Hou ~~Zeng~~ and Mr. Zeng is included above in Proposal One.

~~Currently our~~Amy Xue, 41, is the Chief Financial Officer of the Company. She has extensive experience in U.S. GAAP financial reporting and public accounting, and she has performed audit and accounting services for a number of listed companies in a variety of industries. From October 2010 to June 2013, she was the partner of Wall Street CPA Services, LLC, an accounting firm in New York City that provided financial advisory and accounting services to listed and unlisted companies. From September 2007 to October 2010, Ms. Xue was a senior manager of Acquavella, Chiarelli, Shuster, Berkower & Co., LLP, a public accounting firm in New Jersey with an office in New York that provided audit services to listed and unlisted companies. Ms. Xue holds a M.S. in Accounting from Binghamton University and a B.S. in Law from Peking University in Beijing, China. She is a U.S. Certified Public Accountant in New York and a member of the American Institute of Certified Public Accountants (AICPA).

The following tables set forth certain summary information concerning all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers ~~serve without compensation.~~and directors by any person for all services rendered in all capacities to the Company in the past two fiscal years:

InThe following table sets forth information regarding the compensation of our named executive officers for the fiscal year ended December 31, 2010, an aggregate of $501,751 was loaned to the company by Mr. Xingping Hou, and his affiliated entity, Xingguo Hong Tian Xia Mountain Tea Oil Co. Ltd. Such amounts were non-interest bearing and repaid in full in 2011.

~~In the fiscal year ended December 31, 2011 and in the nine months~~years ended September 30, ~~2011, Huamei, the major shareholder loaned the company approximately $328,434~~2013 and $131,280, respectively. Xingping Hou is the sole director of Hua Mei and has the right to purchase all of the shares in Hua Mei. These loans are non-interest bearing and payable on demand. The proceeds of these loans were utilized as working capital.2012:

In September 2012, Huamei and Greater China International entered into an agreement to forgive debt in the amount of $307,720, owed by Greater China International, to be converted and contributed to the capital reserve of the company. Pursuant to the agreement, the additional paid in capital(1) The salary set forth was earned for service as director of the Company ~~increased to $4,898,429 after~~but declined by the ~~conversion.~~director. No compensation was earned by Xingping Hou, Shaokang Zeng or Yongjun Zeng for service as an executive officer of the Company.

~~None of our executive officers, namely~~On January 31, 2013, the Company entered into agreements with Xingping Hou ~~our Chief Executive Officer,~~ and Shaokang Zeng, ~~our~~and Yongjun Zeng, a former director of the Company, in connection with their service as directors of the Company. Pursuant to the agreements, Xingping Hou is entitled to receive annual compensation of $20,000, Shaokang Zeng is entitled to receive annual compensation of $15,000, and Yongjun Zeng was entitled to receive annual compensation of $10,000 for their services. For 2013, the employee directors declined the compensation to which they were entitled. The Company reimburses each director for reasonable expenses incurred in connection with his performance of duties as a director of the Company, including travel expenses. The Company also agrees to include each director as an insured under its directors and officers insurance policy and indemnify him for any expenses incurred in connection with his performance of duties as a director of the Company. The employment agreement with Yongjun Zeng was terminated on September 5, 2013 when Yongjun Zeng resigned from the position of board director.

On July 1, 2013, Yanhong Xue (also known as “Amy Xue”, hereinafter referred to as “Amy Xue”) was appointed the Chief Financial Officer ~~have received compensation, paid or accrued,~~by the board of directors of the Company and entered into an employment agreement dated July 1, 2013 with Amy Xue (the “Employment Agreement”).

Under the Employment Agreement, Amy Xue is employed by the Company for a term of 36 months commencing on July 1, 2013. The Company may terminate the Employment Agreement upon an aggregate thirty (30) business days' prior written notice and opportunity to cure. Amy Xue may terminate this Agreement immediately if (a) Company fails to make when due any payments to her under the Employment Agreement; (b) if she determines, in her sole discretion, that Company has failed to provide complete and accurate information necessary for her to perform the services required by the Employment Agreement, or ~~its subsidiaries during the transition period of January 1, 2012 through September 30, 2012~~that Company is acting or has acted in a manner that damages or could potentially damage her reputation in the ~~fiscal years ended December 31, 2011~~business community, or (c) if Company (i) becomes insolvent; (ii) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (iii) is declared insolvent or admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; (iv) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general assignment for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof; or (v) if Company becomes the subject of a Federal, State, SEC or NASD investigation into its business practices, accounting or officers and 2010. We do not have any employment agreements with our executive officers. However, we intend to enter into executive employment agreements in January 2013, which will provide for terms of compensation for our executive officers.directors.

The thirty-six (36) month term of the Employment Agreement shall be deemed automatically renewed unless the Company gives notice to Amy Xue of an intention to terminate at the expiration of the original term. The notice must be in writing, received by Amy Xue at least thirty (30) days prior to the end of the term, and specifically address the automatic renewal provision of the Employment Agreement.

The Company agrees to pay Amy Xue a monthly salary of RMB 33,580 for the first year and a monthly salary increased by 10% for the second year and thereafter. In the event that Amy Xue, in her capacity as CFO, introduces any funding source to Company and Company successfully obtains funding from such source, Company shall pay Amy Xue a bonus equal to 5% of the total amount of funding obtained from such source at the closing date(s) of such funding transaction(s). Any compensation payment over-due fifteen (15) days will accrue interests at 1.5% compounded (one and a half percent) every thirty days.

~~Currently~~The following table sets forth information regarding the compensation of our directors ~~serve without compensation.~~for the fiscal year ended September 30, 2013:

Xingping Hou is entitled to receive annual compensation of $20,000 and Shaokang Zeng is entitled to receive annual compensation of $15,000 for their service as directors. Mr. Hou and Mr. Zeng chose to decline any compensation in 2013.

Liwei Jia, Hongcai Li and Wei Lu receive $1,297 (8,000 RMB Yuan) per month as set forth in the Company’s Compensation Committee Charter.

The Audit Committee of the Board oversees the Company’s financial reporting process. In fulfilling its oversight responsibilities, the ~~Board~~Audit Committee reviewed and discussed with management the audited financial statements in the Form 10-K, including a discussion of the acceptability of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The ~~Board~~Audit Committee reviewed and discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with the standards of the Public Company Accounting Oversight Board, the matters required to be discussed by Statements on Auditing Standards (SAS 61), as may be modified or supplemented, and their judgments as to the acceptability of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board.

In addition, the ~~Board~~Audit Committee has discussed with the independent auditors the auditors’ independence from management and the Company, including receiving the written disclosures and letter from the independent auditors as required by the Independence Standards Board Standard No. 1, as may be modified or supplemented, and has considered the compatibility of any non-audit services with the auditors’ independence.

The ~~Board~~Audit Committee discussed with the Company’s independent auditors the overall scope and plans for their audit. The Audit Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the ~~Board~~Audit Committee approved that the audited financial statements be included in the Form 10-K for the year endedSeptember 30, ~~2012~~2013 for filing with the SEC.

THE FOREGOING REPORT SHALL NOT BE “SOLICITING MATERIAL” OR BE DEEMED “FILED” WITH THE SEC, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.

~~Our current principal~~On October 10, 2013, we dismissed our independent ~~auditor is~~registered public accounting firm Patrizio & Zhao, ~~CPA (“Patrizio”)~~LLC. The decision to dismiss Patrizio & Zhao, LLC was adopted by the Board of Directors based on the fact that on September 30, 2013, Patrizio & Zhao , ~~whom we engaged~~LLC was denied the ability to practice before the Securities and Exchange Commission, pursuant to Rule 102 (e)(i)(ii) of the Commission’s Rules of Practice and Section 4C of the Exchange Act.

None of the reports of Patrizio & Zhao, LLC, on ~~July 11, 2012, after dismissal~~the Company's financial statements for either of ~~our prior principal independent auditor, Weinberg~~the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.

There were no disagreements between the Company and Patrizio & ~~Baer~~Zhao, LLC, ~~(“Weinberg”). Prior~~for the two most recent fiscal years and any subsequent interim period through October 10, 2013 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the ~~Share Exchange, Weinberg performed~~satisfaction of Patrizio & Zhao, LLC, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, Patrizio & Zhao, LLC has not advised the Company that: 1) internal controls necessary to develop reliable financial statements did not exist; or 2) information has come to the attention of Patrizio & Zhao, LLC which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or 3) the scope of the audit should be expanded significantly, or information has come to the attention of Patrizio & Zhao, LLC that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended September 30, 2013.

On November 6, 2013, the Board of Directors of the Company approved the engagement of YSL & Associates LLC as its principal accountant to audit the Company's financial statements. During the years ended September 30, 2012 and 2013 and the interim period through November 6, 2013, neither the Company nor anyone on its behalf consulted YSL & Associates LLC regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements, or (iii) any matter regarding the Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

On April 3, 2014, subsequent to the filing of the original Report, we dismissed YSL & Associates LLC. The decision to dismiss YSL & Associates LLC was adopted by the Board of Directors. None of the reports of YSL & Associates LLC on the Company’s financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.

There were no disagreements between the Company and YSL & Associates LLC for the two most recent fiscal years and any subsequent interim period through April 3, 2014 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of YSL & Associates LLC, would have caused them to make reference to the subject matter of the disagreement in connection with its report. Further, YSL & Associates LLC has not advised the Company that: 1) internal controls necessary to develop reliable financial statements did not exist; or 2) information has come to the attention of YSL & Associates LLC which made it unwilling to rely upon management; or 3) the scope of the audit should have been expanded significantly, or information has come to the attention of YSL & Associates LLC that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended ~~December 31, 2011 and 2010 and reviewed~~September 30, 2013.

On April 3, 2014, the Board of Directors of the Company approved the engagement of Friedman LLP as its principal accountant to audit the Company’s ~~unaudited~~financial statements. During the years ended September 30, 2012 and 2013 and the interim period through April 3, 2014, neither the Company nor anyone on its behalf consulted Friedman LLP regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements ~~through the quarter ended June 30, 2012. Patrizio performed the audit for~~or (iii) any matter regarding the Company onthat was either the subject of a ~~consolidated basis, post-Share Exchange, for the Transition Period~~disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and ~~for the fiscal years ended December 31, 2011 and 2010. The following are the services provided and the amounts billed.~~related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

On April 3, 2014 we dismissed YSL & Associates as the Company’s principal accountant and engaged Friedman LLP. The following table sets forth the aggregate fees billed to us for the years ended September 31, 2013 and 2012, by YSL & Associates LLC and Patrizio & Zhao, LLC, our former independent auditors.

The aggregate fees billed ~~by Weinberg for~~from professional services rendered by Patrizio & Zhao for the audit of our transition period of financial statements and review of interim financial information for the ~~Company’s~~nine months ended September 30, 2012 was $10,000. The aggregate fees billed from professional services rendered by Patrizio & Zhao for review of interim financial information for the year ended September 30, 2013 was $30,000

The aggregate fees billed from professional services rendered by YSL & Associates LLC and Friedman LLP for the audit of our annual financial statements for the ~~fiscal years~~year ended December 31, ~~2011 and 2010 and review of the Company’s unaudited financial statements through the quarter ended June 30,~~ 2012 were ~~as follows:~~

$60,000 and 10,000, respectively.

The aggregate fees billed ~~by Patrizio for~~from professional services rendered by YSL & Associates LLC and Friedman LLP for the audit of ~~the Company’s~~our annual financial statements for the ~~Transition Period~~year ended September 30, 2013 were $60,000 and ~~for the fiscal years ended December 31, 2011 and 2010 were as follows:~~

Transition Period ended
September 30, 2012 December 31, 2011 December 31, 2010
Audit Fees $ 70,000 $ 70,000 $ 70,000
Audit Related Fees — — —
Tax Fees — — —
All Other Fees — — —

10,000, respectively.

(2)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” This category includes audit-related services related to acquisitions by the Company.

(3)

Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance and international tax planning. The fees billed for professional services rendered for tax service of year ended September 30, 2012 and 2013 were $5,000 and $5,000, respectively.

Appendix A

~~AMENDMENT TO~~AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

~~STATE~~ OF ~~DELAWARE~~

~~CERTIFICATE OF AMENDMENT~~

~~OF CERTIFICATE OF INCORPORATION~~

~~GELTOLOGY INC.~~

~~Geltology Inc. (the “~~GENERAL AGRICULTURE CORPORATION

FIRST: The name of the Corporation~~”),~~ is General Agriculture Corporation.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 108 W. 13th Street, Wilmington, Delaware 19801, in the County of New Castle. The name of the agent at such address is Business Filings Incorporated.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized ~~and existing~~ under ~~and by virtue of~~ the General Corporation Law of ~~the State of Delaware, does hereby certify:~~Delaware.

~~FIRST~~~~: That at a meeting~~FOURTH: The aggregate number of shares of all classes of capital stock which the Corporation shall have authority to issue is two hundred fifty million (250,000,000), of which two hundred million (200,000,000) shall be common stock, par value $.0001 per share (the “Common Stock”), and fifty million (50,000,000) shall be preferred stock, par value $.0001 per share (the “Preferred Stock”).

Shares of Preferred Stock may be issued in one or more series. The number of shares included in any series of Preferred Stock and the full or limited voting rights, if any, the cumulative or non-cumulative dividend rights, if any, the conversion, redemption or sinking fund rights, if any and the priorities, preferences and relative, participating, optional and other special rights, if any, in respect of the ~~Board~~Preferred Stock, any series of ~~Directors~~Preferred Stock or any rights pertaining thereto, and the qualification, limitations or restrictions on the Preferred Stock, any series of Preferred Stock or any rights pertaining thereto, shall be those set forth in the resolution or resolutions providing for the issuance of the Preferred Stock or such series of Preferred Stock adopted at any time and from time to time by the board of directors of the Corporation ~~resolutions were duly adopted setting forth a proposed amendment~~(the “Board”) and filed with the Secretary of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

~~RESOLVED~~~~, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:~~

~~“The name of this Corporation is General Agriculture Corporation.”~~

~~SECOND~~: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation LawState of the State of ~~Delaware at which meeting~~Delaware. The Board is hereby expressly vested with authority, to the ~~necessary number~~full extent now or hereafter provided by the Law, to adopt any such resolution or resolutions.

FIFTH: The Board is authorized and empowered to adopt, amend or repeal the by-laws of ~~shares as required~~the Corporation.

SIXTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in any manner now or hereafter prescribed by statute, ~~were voted in favor of the amendment.~~and all rights conferred upon stockholders herein are granted subject to this reservation.

~~THIRD~~~~: That said amendment was duly adopted in accordance with~~SEVENTH: The Corporation shall indemnify, to the ~~provisions of Section 242 of the General Corporation Law of the State of Delaware.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this certificate to be signed this ______ day of ______________, 2013.~~

	~~By:~~
		~~Name: Yongjun Zeng~~
		~~Title: Secretary~~

~~Appendix B~~

~~AMENDMENT TO CERTIFICATE OF INCORPORATION~~

~~STATE OF DELAWARE~~

~~CERTIFICATE OF AMENDMENT~~

~~OF CERTIFICATE OF INCORPORATION~~

~~GELTOLOGY INC.~~

~~Geltology Inc. (the “~~~~Corporation~~~~”), organized and existing under and~~fullest extent now or hereafter permitted by ~~virtue of the General Corporation Law of the State of Delaware, does hereby certify:~~

~~FIRST~~~~: That at a meeting of the Board of Directors~~law, each director, officer or other authorized representative of the Corporation ~~resolutions were duly adopted setting forth~~who was or is made a ~~proposed amendment~~party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the ~~Certificate of Incorporation~~fact that he is or was an authorized representative of the Corporation, ~~declaring said amendment to be advisable~~against all expenses (including attorneys’ fees and ~~calling a meeting of the stockholders~~disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for ~~consideration thereof. The resolution setting forth the proposed amendment is~~monetary damages for breach of fiduciary duty as ~~follows:~~

~~RESOLVED~~a director;provided,however, that this provision shall not eliminate or limit the ~~Certificate~~liability of ~~Incorporation~~a director to the extent that such elimination or limitation of ~~the Corporation be amended~~liability is expressly prohibited by ~~changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:~~

~~"The total number of shares of common stock which the Corporation is authorized to issue is 200,000,000, at a par value of $0.0001 per share ("~~~~Common Stock~~~~").~~

~~Upon the filing and effectiveness (the "~~~~Effective Time~~~~") pursuant to~~ the Delaware General Corporation Law ~~of this Certificate of Amendment to~~as in effect at the ~~Certificate of Incorporation~~time of the ~~Corporation, each eight (8) shares~~alleged breach of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "~~Reverse Stock Split~~"). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall have their stock received rounded up to the next whole share in lieu of fractional shares.”

~~SECOND~~: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as requiredduty by ~~statute were voted in favor of the amendment.~~

~~THIRD~~~~: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.~~such director.

~~IN WITNESS WHEREOF~~,Any repeal or modification of this Article by the stockholders of the Corporation ~~has caused~~shall not adversely affect any right or protection existing at the time of such repeal or modification to which any person may be entitled under this ~~certificate~~Article. The rights conferred by this Article shall not be exclusive of any other right which the Corporation may now or hereafter grant, or any person may have or hereafter acquire, under any statute, provision of this Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. The rights conferred by this Article shall continue as to any person who shall have ceased to be ~~signed~~a director or officer of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

For the purposes of this ~~______ day~~Article, the term “authorized representative” shall mean a director, officer, employee or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person who is or was serving another Corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Corporation.

Executed on ______________ ~~2013.~~__, 2014

	~~By:~~

		~~Name: Yongjun~~Shaokang Zeng,
		~~Title:~~ Secretary

	x	No fee required.
	¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth in the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

	¨	Fee paid previously with preliminary materials.
	¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

·	reduction of the amount of funds otherwise available for payment of dividends on our common stock;
·	restrictions on dividends on our common stock;
·	dilution of the voting power of our common stock; and
·	restrictions on the rights of holders of our common stock to share in our assets on liquidation until satisfaction of any liquidation preference granted to the holders of our preferred stock.

COMMON STOCK
	Shares Beneficially Owned (b)
Name (a)	Number		Percent
Xingping Hou (c)		79,982,724		62.80	%
Yongjun Zeng		26,505		*
Shaokang Zeng		—		—
Across Asia Investments Limited (d)		8,660,000		6.80	%
Ever Shining Investments Limited (e)		8,670,000		6.81	%
Hua Mei Investments Limited (c)		79,982,724		62.80	%
Zhihao Sabio Zhang (c)		79,982,724		62.80	%
All directors and executive officers as a group (3 persons)		80,009,229		62.83	%

Name & Address of Beneficial Owner	Amount & Nature of Beneficial Ownership⁽¹⁾		Percent of Class⁽²⁾
Xingping Hou⁽³⁾		9,997,841		62.80	%
Shaokang Zeng		-		-
Amy Xue		-		-
Liwei Jia		-		-
Wei Lu		-		-
Hongcai Li		-		-
Across Asia Investments Limited⁽⁴⁾		1,082,500		6.80	%
Ever Shining Investments Limited⁽⁵⁾		1,083,750		6.81	%
Hua Mei Investments Limited⁽³⁾		9,997,841		62.80	%
Zhihao Sabio Zhang⁽³⁾		9,997,841		62.80	%
All officers and directors as a group (5 persons)		9,997,841		62.80	%

	September 30, 2012		September 30, 2013
Audit Fees₍₁₎	$	170,000	$	190,000
Audit Related Fees₍₂₎		-		-
Tax Fees₍₃₎		5,000		5,000

	BY ORDER OF THE BOARD OF DIRECTORS


	Xingping Hou
	Chairman of the Board of Directors

	·	~~each eight shares of Common Stock owned by a stockholder will be combined into one new share of Common Stock;~~

	·	~~the number of shares of Common Stock issued and outstanding will be reduced from approximately 127,000,000 shares to 15,900,000 shares; and~~

Name	Principal Position	Years	Salary

Xingping Hou	President, Chief Executive	2013	$	20,000	(1)
	Officer and Director	2012	$	-
Amy Xue	Chief Financial Officer	2013	$	65,000
		2012	$	-
Shaokang Zeng	Secretary, Treasurer, Director	2013	$	15,000	(1)
	and former Chief Financial Officer	2012	$	-
Yongjun Zeng	Former Director	2013	$	10,000	(1)
		2012	$	-

Name	Fees Earned or paid in Cash
Xingping Hou	$	20,000	(1)
Shaokang Zeng	$	15,000	(1)
Yongjun Zeng	$	10,000	(1)(2)
Liwei Jia	$	1,297
Wei Lu	$	1,297
Hongcai Li	$	1,297

	December 31, 2011		December 31, 2010
Audit Fees	$	13,000	$	—
Audit Related Fees		—		—
Tax Fees		250		250
All Other Fees		—		—

	Transition Period ended September 30, 2012		December 31, 2011		December 31, 2010
Audit Fees	$	70,000	$	70,000	$	70,000
Audit Related Fees		—		—		—
Tax Fees		—		—		—
All Other Fees		—		—		—