GSAC / GelStat Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

GelStat Corp.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 890725
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GelStat Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
April 29, 2025 ADD EXHB

CONSENT OF INDEPENDENT ACCOUNTANT

Exhibit 11.1 924 W. 75th Street Suite 120 - 189 Naperville, IL 60565 +1 (815) 348-2421 [email protected] CONSENT OF INDEPENDENT ACCOUNTANT To the Management of GELSTAT CORPORATION I hereby consent to the inclusion in the Offering Circular filed under Regulation A on Form 1-A of my report dated April 23, 2025, with respect to the Balance Sheet of GELSTAT CORPORATION as of December 31, 2024 & Decemb

April 29, 2025 PART II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2024 GelStat Corp. (Exact name of issuer as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2024 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 333 SE 2nd Avenue, Suite 200

September 26, 2024 1-SA

TABLE OF CONTENTS

UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA þ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ¨ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2024 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

May 7, 2024 ADD EXHB

CONSENT OF INDEPENDENT ACCOUNTANT

924 W. 75th Street Suite 120 - 189 Naperville, IL 60565 +1 (815) 348-2421 [email protected] CONSENT OF INDEPENDENT ACCOUNTANT To the Management of GELSTAT CORPORATION I hereby consent to the inclusion in the Offering Circular filed under Regulation A on Form 1-A of my report dated April 25, 2024, with respect to the Balance Sheet of GELSTAT CORPORATION as of December 31, 2023 & December 31, 2022,

May 7, 2024 PART II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2023 GelStat Corp. (Exact name of issuer as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2023 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 333 SE 2nd Avenue, Suite 200

May 7, 2024 ADD EXHB

EMPLOYMENT AGREEMENT

Exhibit 4.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2024, by and between GelStat Corporation., a Delaware corporation with its principal place of business located at 333 SE 2nd Avenue, Suite 2000, Miami, Florida 33131 (the “Company”), and Javier G. Acosta, an individual and resident of the State of Florida (“Executive” and togethe

October 12, 2023 ADD EXHB

DUOS NOTE

Exhibit 4.10 DUOS NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMEN

October 12, 2023 ADD EXHB

GSAC Engineering Acquires Key Intellectual Property and Assets from Duos Technologies Group GelStat’s Subsidiary, GSAC Engineering, Launches Intelligent Correctional Facilities Automation Systems (iCAS) in the Industrial Security Market

Exhibit 99.1 FOR IMMEDIATE RELEASE GSAC Engineering Acquires Key Intellectual Property and Assets from Duos Technologies Group GelStat’s Subsidiary, GSAC Engineering, Launches Intelligent Correctional Facilities Automation Systems (iCAS) in the Industrial Security Market Miami, FL / GlobeNewswire / September 12, 2023 – GelStat Corporation ("GelStat" or the "Company") (OTCPink: GSAC), a development

October 12, 2023 ADD EXHB

DUOS WARRANT AGREEMENT

Exhibit 4.11 DUOS WARRANT AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

October 12, 2023 ADD EXHB

ASSET PURCHASE AGREEMENT

Exhibit 4.9 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of June 28, 2023 (the “Effective Date”), is entered into by and between Duos Technologies, Inc., a Florida corporation (“Seller”), and GelStat Corporation, a Delaware corporation (the “Buyer”). WHEREAS, Seller is, among other things, engaged through one of its business units in the provision of industr

October 12, 2023 ADD EXHB

COMMON STOCK PURCHASE WARRANT

Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 12, 2023 ADD EXHB

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

October 12, 2023 1-SA

TABLE OF CONTENTS

UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA þ SEMIANNUAL REPORT PURSUANT TO REGULATION A or ¨ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2023 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

May 10, 2023 EX1K-11 CONSENT

CONSENT OF INDEPENDENT ACCOUNTANT

924 W. 75th Street Suite 120 - 189 Naperville, IL 60565 +1 (815) 348-2421 [email protected] CONSENT OF INDEPENDENT ACCOUNTANT To the Management of GELSTAT CORPORATION I hereby consent to the inclusion in the Offering Circular filed under Regulation A on Form 1-A of my report dated May 4, 2023, with respect to the Balance Sheet of GELSTAT CORPORATION as of December 31, 2022, and the related Profit

May 10, 2023 PART II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2022 GelStat Corp. (Exact name of issuer as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2022 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 333 SE 2nd Avenue, Suite 200

May 10, 2023 EX1K-4 SUBS AGMT

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

October 3, 2022 EX1SA-4 SUBS AGMT.6

Common Stock Purchase Agreement between the Company and Accredited Investor dated July 22, 2022

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 3, 2022 EX1SA-4 SUBS AGMT.5

Convertible Promissory Note between the Company and Accredited Investor dated July 22, 2022

Exhibit 4.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

October 3, 2022 1-SA

TABLE OF CONTENTS

UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ? SEMIANNUAL REPORT PURSUANT TO REGULATION A or ? SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended June 30, 2022 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

May 2, 2022 PART II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2021 GelStat Corp. (Exact name of issuer as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1−K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the year ended December 31, 2021 GelStat Corp. (Exact name of issuer as specified in its charter) Delaware 90-0075732 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7554 SW Jack James Drive, St

May 2, 2022 EX1K-4 SUBS AGMT

Common Stock Purchase Agreement between the Company and Accredited Investor dated February 23, 2022

EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 2, 2022 EX1K-4 SUBS AGMT

Convertible Promissory Note between the Company and Accredited Investor dated February 23, 2022

EXHIBIT 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S

December 15, 2021 EX1A-12 OPN CNSL

Re: Securities Registered under Offering Statement on Form 1-A

EXHIBIT 12.1 December 15, 2021 GelStat Corporation Attention: Javier Acosta 7554 SW Jack James Drive Stuart, Florida 34997 Re: Securities Registered under Offering Statement on Form 1-A Ladies and Gentlemen: Lucosky Brookman LLP (“we” and “our”) has acted as special counsel to GelStat Corporation, a Delaware corporation (the “Company”), in connection with its filing of an Offering Statement on For

December 15, 2021 PART II AND III

GelStat Corporation 7554 SW Jack James Drive Stuart, Florida 34997 (772) 212-1368; https://www.gelstat.com Copy to: Lawrence Metelitsa, Esq. Lahdan S. Rahmati, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 UP TO 1,66

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

December 15, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Amended Form 1-A of our report dated August 27, 2021, relating to the financial statements of GelStat Corporation for the years ended December 31, 2020 and 2019. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going

December 15, 2021 CORRESP

GelStat Corporation 7554 SW Jack James Drive Stuart, Florida 34997

GelStat Corporation 7554 SW Jack James Drive Stuart, Florida 34997 December 15, 2021 VIA EDGAR U.

November 24, 2021 EX1A-4 SUBS AGMT

Security Agreement between Company and Quick Capital, LLC

EXHIBIT 4.2

November 24, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Amended Form 1-A of our report dated August 27, 2021, relating to the financial statements of GelStat Corporation for the years ended December 31, 2020 and 2019. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going

November 24, 2021 PART II AND III

GelStat Corporation 7554 SW Jack James Drive Stuart, Florida 34997 (772) 212-1368; https://www.gelstat.com Copy to: Lawrence Metelitsa, Esq. Lahdan S. Rahmati, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 UP TO [*]

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

November 24, 2021 EX1A-12 OPN CNSL

Re: Securities Registered under Offering Statement on Form 1-A

EXHIBIT 12.1 November 23, 2021 GelStat Corporation Attention: Javier Acosta 7554 SW Jack James Drive Stuart, Florida 34997 Re: Securities Registered under Offering Statement on Form 1-A Ladies and Gentlemen: Lucosky Brookman LLP (“we” and “our”) has acted as special counsel to GelStat Corporation, a Delaware corporation (the “Company”), in connection with its filing of an Offering Statement on For

October 29, 2021 EX1A-4 SUBS AGMT

Form of Subscription Agreement

EXHIBIT 4.1 GELSTAT CORP. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, SUBSCRIBERS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD

October 29, 2021 EX1A-2B BYLAWS

GELSTAT CORPORATION Article I. Meetings of Shareholders

EXHIBIT 2.4 BYLAWS OF GELSTAT CORPORATION Article I. Meetings of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors of the Corporation. Section 2. Special Meetings. Special meet

October 29, 2021 EX1A-2A CHARTER

Agreement of Merger and Plan of Merger and Reorganization between GelStat, a Minnesota corporation and GelStat Corporation, a Delaware corporation

EXHIBIT 2.5 AGREEMENT OF MEGER AND PLAN OF MERGER AND REORGANIZATION This Agreement of Merger and Plan of Merger and Reorganization (this ?Agreement?) is made as of this 17th day of September 2010, by and between GelStat Corporation (?Gel-MN?) (a Minnesota corporation) and GelStat Corporation (?Gel-DE?) (a Delaware corporation), (together, the ?Constituent Corporations?). WHEREAS, the respective b

October 29, 2021 EX1A-3 HLDRS RTS

Certificate of Designation of Series A Preferred Stock filed July 6, 2021

EXHIBIT 3.1

October 29, 2021 EX1A-2A CHARTER

Certificate of Amendment to Certificate of Incorporation filed June 22, 2021

EXHIBIT 2.3

October 29, 2021 EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated August 27, 2021, relating to the financial statements of GelStat Corporation for the years ended December 31, 2020 and 2019. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern

October 29, 2021 EX1A-2A CHARTER

Certificate of Merger of Foreign Corporation into a Domestic Corporation

EXHIBIT 2.6

October 29, 2021 EX1A-2A CHARTER

Certificate of Incorporation

EXHIBIT 2.1

October 29, 2021 PART II AND III

GelStat Corporation 7554 SW Jack James Drive Stuart, Florida 34997 (772) 212-1368; https://www.gelstat.com Copy to: Lawrence Metelitsa, Esq. Lahdan S. Rahmati, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 UP TO [*]

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

October 29, 2021 EX1A-2A CHARTER

Certificate of Amendment to Certificate of Incorporation filed May 16, 2011

EXHIBIT 2.2

November 21, 2012 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K/A Amendment No. 1 ——————— S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number:

November 21, 2012 CORRESP

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3557 SW Corporate Parkway . Palm City, FL 34990 . (P) 772-283-0020 . (F) 772-219-3579 . (E) [email protected] Date: November 21, 2012 Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 RE: GelStat Corporation Form 10-K for the fiscal year ended December 31, 2008 Filed October 22, 2012 Form 10-K for the f

November 21, 2012 CORRESP

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3557 SW Corporate Parkway . Palm City, FL 34990 . (P) 772-283-0020 . (F) 772-219-3579 . (E) [email protected] Date: November 21, 2012 Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 RE: GelStat Corporation Form 10-K for the fiscal year ended December 31, 2008 Filed October 22, 2012 Form 10-K for the f

November 21, 2012 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K/A Amendment No. 1 ——————— S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2008 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number:

October 22, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (E

October 22, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporati

October 22, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporati

October 22, 2012 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-K ??????? S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000-21394 GelStat

October 22, 2012 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2007 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000-21394 GelStat

October 22, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (

October 22, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (

October 22, 2012 10-Q

GelStat (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (E

October 19, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (E

October 19, 2012 10-K

Annual Report -

10-K 1 gelstat10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2006 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file num

October 19, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporati

October 18, 2012 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-21394 Gelstat Corporation (

October 5, 2012 EX-3.5

GELSTAT CORPORATION Article I. Meetings of Shareholders

Exhibit 3.5 BYLAWS OF GELSTAT CORPORATION Article I. Meetings of Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of this Corporation shall be held at the time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of directors of the Corporation. Section 2. Special Meetings. Special meet

October 5, 2012 EX-3.4

Plan of Merger - Delaware

EXHIBIT 3.4 STATE OF DELAWARE CERTIFICATE OF MERGER OF FOREIGN CORPORATION INTO A DOMESTIC CORPORATION Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is GelStat Corporation, a Delaware corporation, and the name of the corporation being merged into this s

October 5, 2012 EX-3.2

Certificate of Amendment to Certificate of Incorporation - Increased Capital

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GELSTAT CORPORATION GelStat Corporation (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows:: 1. The Company was incorporated by the filing of a Certificate of Incorporation with the Secretary

October 5, 2012 EX-3.1

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF GELSTAT CORPORATION 1. The name of the corporation is GelStat Corporation (the “Company”). 2. The address of its registered office in the State of Delaware, County of New Castle, is 3411 Silverside Road, Rodney Building #104, Wilmington, Delaware 19810. The name of its registered agent at such address is Corporate Creations Network, Inc. 3. The nature of

October 5, 2012 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— FORM 10-K ——————— S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2005 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Commission file number: 000-21394 GelStat

October 5, 2012 EX-21.0

List of Subsidiaries

Exhibit 21.0 List of Subsidiaries Name Place of Incorporation GS Pharma, Inc. 1650 West 82nd Street, Suite 1200 Bloomington, MN 55431

October 5, 2012 EX-3.3

Plan of Merger and Reorganization - Delaware

Exhibit 3.3 AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION This Agreement of Merger and Plan of Merger and Reorganization (this “Agreement”) is made as of this 17th day of September 2010, by and between GelStat Corporation (“Gel-MN”) (a Minnesota corporation) and GelStat Corporation (“Gel-DE”) (a Delaware corporation), (together, the “Constituent Corporations”). WHEREAS, the respective

October 5, 2012 EX-14.0

Code of Ethics

Exhibit 14.0 Code of Ethics Introduction These Ethical Guidelines will serve as the Code of Ethics (“Guidelines”) for GelStat Corporation (the “Company”) and as such they cover a wide spectrum of business practices and procedures. They do not cover every issue that may arise, but they set out some basic principles to guide all employees and directors of the Company. We expect all of our employees

January 16, 2009 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

Form 15-12G GelStat Corporation - GSAC Filed: January 16, 2009 (period: ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 27, 2007 (Date of earliest event reported) GELSTAT CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 27, 2007 (Date of earliest event reported) GELSTAT CORPORATION (Exact name of registrant as specified in its charter) Minnesota 0-21394 90-0075732 (State of other jurisdiction of incorporation) (Commission File

July 15, 2003 EX-99.3

EX-99.3

EXHIBIT 99.3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 (Unaudited) DEVELOPED TECHNOLOGY GELSTAT ADJUSTING RESOURCE CORP. ENTRIES PRO FORMA - - - - Cost and Expenses: General and administrative 144,427 153,207 - 297,634 Non-cash stock compensation expense 12,282 - - 12,282 - - - - 156

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