UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ¨ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from January 1, 2012 to September 30, 2012
Commission file number: 333-174874
GELTOLOGY INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 35-2379917 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Room 2903, Unit B Jianwai SOHO East District 39 East Third Ring Road Central Chaoyang District, Beijing City, China | N/A |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: +86-10-5869-4611
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained herein, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of March 31, 2012, the aggregate market value of the voting stock held by non-affiliates of the Registrant was zero.
On December 20, 2012, we had 127,349,551 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Geltology Inc.’s Transition Report on Form 10-K (the “Report”) for the transition period of January 1, 2012 through September 30, 2012, as filed with the Securities and Exchange Commission on December 28, 2012, is to (i) file Exhibits 14.1 and 14.2 to the Report and (ii) furnish Exhibit 101 to the Report in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Report formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Report. This Amendment No. 1 to the Report does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Report.
ITEM 1. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1 (1) | Share Exchange Agreement, dated July 11, 2012 |
| 10.1 (2) | Call Option Agreement, dated July 1, 2012 |
| 10.2 (1) | Form of Orange Purchase Contract |
| 10.3 (1) | Property Use Certificates, dated August 30, 2007 (translation) |
| 10.4 (1) | Land Use Certificate, dated November 15, 2005 (translation) |
| 10.5 (1) | Office Lease Contract, dated March 1, 2011, between General Fruit and Shiyong Xu (translation) |
| 10.6 (1) | Office Lease Contract, dated February 10, 2012, between General Fruit and Taixiang Wang (translation) |
| 14.1 | Professional Ethics and Code of Conduct for Employees (translation)* |
| 14.2 | Professional Ethics and Code of Conduct for Senior Management (translation)* |
| 16.1 (1) | Letter of Weinberg & Baer LLC to the SEC, dated July 12, 2012 |
| 21 (1) | Subsidiaries of the Registrant |
| 31.1 | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of the Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 99.1 (4) | Audited consolidated balance sheets of General Red Holding, Inc. and its subsidiaries for the fiscal year ended December 31, 2011 and 2010 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years ended December 31, 2011 |
| 99.2 (4) | Unaudited consolidated balance sheets of General Red Holding, Inc. and its subsidiaries as of June 30, 2012, the related consolidated statements of income for the six months ended June 30, 2012, and the related consolidated statements of cash flows for the six months ended June 30, 2012 |
| 99.3 (1) | Unaudited pro forma financial statements and related notes thereto |
| 99.4 (3) | Unaudited Interim Consolidated Financial Statements of General Red Holding, Inc. as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 |
| 101.INS | XBRL Instance Document*† |
| 101.SCH | XBRL Taxonomy Extension Schema Document*† |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document*† |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document*† |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document*† |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document*† |
* Filed herewith
| † | Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
| (1) | Filed as Exhibits to the Registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2012 and incorporated herein by reference. | |
| (2) | Filed as Exhibit 10.1 to Amendment No. 2 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on August 29, 2012 and incorporated herein by reference. | |
| (3) | Filed as Exhibit 99.4 to Amendment No. 1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 14, 2012 and incorporated herein by reference. | |
| (4) | Filed as Exhibits to Amendment No. 5 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2012 and incorporated herein by reference. |
| 2 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: January 31, 2013 | GELTOLOGY INC. | |
| By: | /s/ Xingping Hou | |
Xingping Hou Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name and Title | Date | |
| /s/ Xingping Hou | January 31, 2013 | |
Xingping Hou Chairman, Chief Executive Officer and President (principal executive officer) | ||
| /s/ Shaokang Zeng | January 31, 2013 | |
Shaokang Zeng Chief Financial Officer and Director (principal financial and accounting officer) | ||
| /s/ Yongjun Zeng | January 31, 2013 | |
Yongjun Zeng Secretary and Director |
