Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - AMAYA Global Holdings Corp. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment Number 3
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 333-174874
GELTOLOGY INC.
(Exact name of registrant as specified in charter)
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Delaware
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35-2379917
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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c/o Ryan Goldstein
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54 West 16th Street Suite 10b New York, New York
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10011
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(Address of Principal Executive Offices)
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(Zip Code)
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1-888-841-2841
(Issuer’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
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Name of Each Exchange
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Title Of Each Class
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on Which Registered
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
Title of Class
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨
Smaller Reporting Company þ
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes o No þ
Number of shares of common stock outstanding as of February 6, 2012 was 6,750,000.
EXPLANATORY NOTE
We are filing this Amendment Number 3 to our Form 10-K for the fiscal year ended December 31, 2011 for purposes of (a) correcting Note 3 in the Company’s Financial Statements and (b) correcting a typographical error to the cover page of Amendment Number 2 to our Form 10-K for the year ended December 31, 2011.
Except as described above, the remainder of the Form 10-K is unchanged and does not reflect events occurring after the original filing of the Form 10-K with the SEC on February 14, 2012.
Item 8. Financial Statements
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
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Report of Registered Independent Auditors
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F-2
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Financial Statements-
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Balance Sheets as of December 31, 2011 and 2010
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F-3
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Statements of Operations for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception
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F-4
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Statement of Stockholders’ Equity for the Period from Inception through December 31, 2011
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F-5
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Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception
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F-6
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Notes to Financial Statements
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F-7
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F - 1
REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Geltology Inc.:
We have audited the accompanying balance sheets of Geltology Inc. (a Delaware corporation) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2011 and 2010, and from inception (March 24, 2010) through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Geltology Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010 and from inception (March 24, 2010) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Respectfully submitted,
/s/ Weinberg & Baer LLC
Weinberg & Baer LLC
Baltimore, Maryland
February 7, 2012, except Note 3, as to which the date is June 25, 2012
F - 2
GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
AS OF DECEMBER 31, 2011 AND 2010
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ASSETS
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||||||||
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As of
December 31,
2011
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As of
December 31,
2010
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Current Assets:
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||||||||
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Cash and cash equivalents
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$ | 23,706 | $ | 377 | ||||
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Total current assets
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23,706 | 377 | ||||||
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Total Assets
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$ | 23,706 | $ | 377 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
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Accounts payable and accrued expenses
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$ | 28,155 | $ | — | ||||
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Total Current Liabilities
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28,155 | — | ||||||
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Commitments and Contingencies
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— | — | ||||||
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Stockholders' Equity (Deficit):
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Common stock, par value $0.0001 per share, 200,000,000 shares authorized; 6,750,000 and 4,750,000 shares issued and outstanding, respectively
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675 | 475 | ||||||
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Additional paid-in capital
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17,977 | |||||||
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Retained earnings (Deficit)
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(23,101 | ) | (98 | ) | ||||
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Total stockholders' equity (deficit)
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(4,449 | ) | 377 | |||||
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Total Liabilities and Stockholders' Equity
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$ | 23,706 | $ | 377 | ||||
The accompanying notes to financial statements are
an integral part of these statements.
F - 3
GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH DECEMBER 31, 2011
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Year
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Year
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Ended
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Ended
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Cumulative
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December, 31
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December, 31
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From
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2011
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2010
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Inception
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Revenues
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$ | 77,430 | $ | — | $ | 77,430 | ||||||
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Expenses:
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General and administrative-
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Professional fees
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17,043 | — | 17,043 | |||||||||
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Consulting fees
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72,910 | — | 72,910 | |||||||||
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Filing fees
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4,870 | 4,870 | ||||||||||
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Travel fees
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3,216 | 3,216 | ||||||||||
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Other
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2,394 | 98 | 2,492 | |||||||||
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Total general and administrative expenses
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100,433 | 98 | 100,531 | |||||||||
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Income (Loss) from Operations
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(23,003 | ) | (98 | ) | (23,101 | ) | ||||||
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Provision for income taxes
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— | |||||||||||
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Net Income (Loss)
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$ | (23,003 | ) | $ | (98 | ) | $ | (23,101 | ) | |||
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Earnings (Loss) Per Common Share:
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Earnings (Loss) per common share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted Average Number of Common Shares Outstanding - Basic and Diluted
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4,821,233 | 2,663,014 | ||||||||||
The accompanying notes to financial statements are
an integral part of these statements.
F - 4
GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD FROM INCEPTION (MARCH 24, 2010)
THROUGH DECEMBER 31, 2011
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Additional
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Retained
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Common stock
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Paid-in
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Earnings
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Description
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Shares
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Amount
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Capital
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(Deficit)
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Totals
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Balance - at inception
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— | $ | — | $ | — | $ | — | $ | — | |||||||||||
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Common stock issued for cash ($0.0001/share)
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4,750,000 | 475 | — | 475 | ||||||||||||||||
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Net loss for the period
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— | — | — | (98 | ) | (98 | ) | |||||||||||||
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Balance -December 31, 2010
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4,750,000 | 475 | — | (98 | ) | 377 | ||||||||||||||
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Common stock issued for cash ($0.02/share)
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2,000,000 | 200 | 17,978 | — | 18,178 | |||||||||||||||
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Net loss for the period
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— | — | — | (23,003 | ) | (23,003 | ) | |||||||||||||
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Balance - December 31, 2011
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6,750,000 | 675 | 17,978 | (23,101 | ) | (4,449 | ) | |||||||||||||
The accompanying notes to financial statements are
an integral part of these statements.
F - 5
GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010, AND CUMULATIVE FROM INCEPTION (MARCH 24, 2010) THROUGH DECEMBER 31, 2011
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Year Ended
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Year Ended
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Cumulative
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December, 31
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December, 31
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From
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2011
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2010
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Inception
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Operating Activities:
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Net (loss)
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$ | (23,003 | ) | $ | (98 | ) | $ | (23,101 | ) | |||
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Adjustments to reconcile net (loss) to net cash provided by operating activities:
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Changes in net assets and liabilities-
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Accounts payable and accrued liabilities
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28,155 | 28,155 | ||||||||||
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Net Cash Provided by (Used in) Operating Activities
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5,152 | (98 | ) | 5,054 | ||||||||
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Investing Activities:
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— | — | — | |||||||||
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Net Cash Provided by Investing Activities
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— | — | — | |||||||||
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Financing Activities:
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Proceeds from common stock
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18,177 | 475 | 18,652 | |||||||||
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Net Cash Provided by Financing Activities
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18,177 | 475 | 18,652 | |||||||||
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Net (Decrease) Increase in Cash
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23,329 | 377 | 23,706 | |||||||||
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Cash - Beginning of Period
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377 | — | — | |||||||||
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Cash - End of Period
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$ | 23,706 | $ | 377 | $ | 23,706 | ||||||
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Supplemental Disclosure of Cash Flow Information:
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Cash paid during the period for:
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Interest
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$ | — | $ | — | $ | — | ||||||
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Income taxes
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$ | — | $ | — | $ | — | ||||||
F - 6
GELTOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Basis of Presentation and Organization
Getlology Inc. (the “Company”) was incorporated under the laws of the State of Delaware on March 24, 2010. The Company provides consulting services to match factories in China with western companies looking to manufacture goods in China. The business plan of the Company is to expand and become a leading provider of promotion gift items and ideas with the health and wellness concept related to yoga. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Revenue Recognition
The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
Earnings per Common Share
Basic earnings per share is computed by dividing the net income attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended December 31, 2011.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2011 and 2010, the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Common Stock Registration Expenses
F - 7
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.
Lease Obligations
All non cancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates made by management.
Fiscal Year End
The Company has adopted a fiscal year end of December 31.
2. Development Stage Activities and Going Concern
The Company is currently in the development stage, and has limited operations. The Company provides consulting services to match factories in China with western companies looking to manufacture goods in China. The business plan of the Company is to expand and become a leading provider of promotion gift items and ideas with the health and wellness concept related to yoga.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception. Further, as of December 31, 2011 the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
3. Common Stock
On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.
On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.
On September 19, 2011, the Company began a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to raise up to $100,000 through the issuance of 5,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.02 per share. As of December 19, 2011, the Company had received $40,000 in proceeds. The Company offset the proceeds by $21,823 of legal and audit offering costs related to this capital formation activity.
4. Income Taxes
The provision for income taxes for the periods ended December 31, 2011 and 2010 (assuming a 15% effective tax rate) were as follows:
F - 8
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2011
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2010
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Current Tax Provision:
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Federal-
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Taxable income
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$ | - | $ | - | ||||
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Total current tax provision
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$ | - | $ | - | ||||
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Deferred Tax Provision:
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Federal-
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Loss carryforwards
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$ | 3,450 | $ | 15 | ||||
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Change in valuation allowance
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(3,450 | ) | (15 | ) | ||||
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Total deferred tax provision
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$ | - | $ | - | ||||
The Company had deferred income tax assets as of December 31, 2011 and 2010, as follows:
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2011
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2010
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Loss carryforwards
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$ | 3,465 | $ | 15 | ||||
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Less - Valuation allowance
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(3,465 | ) | (15 | ) | ||||
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Total net deferred tax assets
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$ | - | $ | - | ||||
The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended December 31, 2011 and 2010 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of December 31, 2011, the Company had approximately $23,101 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The Company will file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.
5. Related Party Loans and Transactions
On March 25, 2010, the Company issued 1,000,000 shares of common stock to a director of the Company, for a $100 subscription receivable. Payment was received in 2010.
On July 1, 2010, the Company issued 3,750,000 shares of common stock to a director of the Company, for a $375 subscription receivable. Payment was received in 2010.
During the year ended December 31, 2011 consulting and management fees of $3,000 were paid to officers of the Company. As of December 31, 2011 accounts payable include consulting fees of $22,500 payable to an officer of the Company.
6. Recent Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.
In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.
7. Subsequent events
The Company generated sales of approximately $65,000 in January 2012.
F - 9
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.
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Date: July 5, 2012
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/s/ Yehuda Smaya Szender
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Name: Yehuda Smaya Szender
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Title: President, Chief Executive Officer, Treasurerer and OfficerOfficer,Treuaryand
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Treasurer and Director
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(Principal Executive Officer and Principal
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Financial Officer)
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/s/ Ryan Goldstein
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Name: Ryan Goldstein
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Title: Secretary and Director
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.
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Signature
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Title
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Date
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/s/ Yehuda Smaya Szender
Yehuda Smaya Szender
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President, Chief Executive Officer, Treasurer and Director
(Principal Executive Officer and Principal Financial and Accounting Officer)
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July 5, 2012
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/s/ Ryan Goldstein
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July 5, 2012
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Secretary and Director
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Ryan Goldstein
F - 10