~~U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q~~UNITED STATES

~~Mark~~SECURITIES AND ~~One~~EXCHANGE COMMISSION

[WASHINGTON, D.C. ~~X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~20549

~~For the quarterly period ended July 31, 2013~~FORM 10-Q

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☒ QUARTERLY REPORT ~~the~~PURSUANT ~~transition~~TO ~~period~~SECTION ~~from~~13 ~~______~~OR to15(d) ~~_______~~OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For the ~~File~~quarterly ~~No.~~period ~~333-186079~~ended June 30, 2014

~~GELIA GROUP, CORP.~~OR

~~Nevada~~☐ TRANSITION REPORT ~~(State~~PURSUANT orTO ~~Other~~SECTION ~~Jurisdiction~~13 ofOR ~~Incorporation or Organization~~15(d) ~~7370~~OF ~~(Primary~~THE ~~Standard~~SECURITIES ~~Industrial~~EXCHANGE ~~Classification~~ACT ~~Code~~OF ~~Number) 68-0682786 (IRS Employer Identification No.)~~1934

~~Klenovy~~For the ~~Blvd,~~transition ~~6-7~~period from ________ to __________

~~Moscow,~~Commission file ~~Russia~~number ~~115470~~333-186079

~~Tel.~~STARSTREAM ENTERTAINMENT, ~~(702) 605-4165~~INC.

(~~Address~~Exact name ~~and~~of ~~telephone~~registrant ~~number~~as ofspecified ~~principal~~in ~~executive~~its ~~offices~~charter)

1 | Page

Nevada		68-0682786
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]

100 Sky Park Drive
Monterey, California		93940
(Address of principal executive offices)		(Zip Code)

~~Indicate~~Registrant’s telephone ~~by check mark whether the registrant is a large accelerated filed~~number, anincluding ~~accelerated~~area ~~filer,~~code ~~a non~~203-~~accelerated filer, or a smaller reporting company.~~ 881-6060

~~Large~~Indicate by ~~accelerated~~check ~~filer~~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 ☒ No ☐

~~Accelerated~~Indicate by ~~filer~~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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

~~Non~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~[ ]~~or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non accelerated filer ☐ Smaller reporting company ~~[X]~~☒

~~Indicate~~(Do not bycheck ~~checkmark~~if ~~whether the registrant is~~ a ~~shell~~smaller ~~company~~reporting ~~(as defined in Rule 12b-2 of the Exchange Act~~company)~~. Yes [X] No [ ]~~

~~Applicable~~Indicate by ~~Only~~check tomark ~~Issuer~~whether ~~Involved~~the inregistrant ~~Bankruptcy~~is ~~Proceedings~~a ~~During~~shell ~~the~~company ~~Preceding~~(as ~~Five~~defined ~~Years~~in Rule 12b-2 of the Act). Yes ☐ No ☒

~~N/A~~The number of shares of the Common Stock of the registrant outstanding as of August 15, 2014 was 17,924,412.

~~Indicate~~TABLE OF by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]CONTENTS

Applicable Only to Corporate Registrants

		PAGE
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

Signatures		26

~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:~~ 2

Class	Outstanding as of September 3, 2013
Common Stock, $0.001	5,170,000

EXPLANATORY NOTE

2As |previously reported ~~Page~~in a Current Report on Form 8-K filed by Starstream Entertainment, Inc. (the “Company”) on May 9, 2014, the Company effected a reverse split of its issued and outstanding common stock at a ratio of one-for-three (the “Reverse Stock Split”) effective May 8, 2014 (the “Effective Date”). As a result, every three shares of the Company’s common stock that were issued and outstanding as of the Effective Date were automatically combined into one issued and outstanding share of common stock. Immediately prior to the effectiveness of the Reverse Stock Split, there were 53,712,973 shares of the Company’s common stock issued and outstanding, and immediately after the effectiveness of the Reverse Stock Split, there were 17,904,357 shares of common stock issued and outstanding. Throughout this Quarterly Report on Form 10-Q, share amounts, share prices and other share-related numbers have been adjusted to retroactively give effect to the Reverse Stock Split.

Part 1	FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Submission of Matters to a Vote of Security Holders	13
Item 5	Other Information	13
Item 6	Exhibits	14

3PART I |– ~~Page~~FINANCIAL INFORMATION

GELIA GROUP, CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (UNAUDITED)
		JULY 31, 2013	OCTOBER 31, 2012
ASSETS
Current Assets
	Cash	$ 1,251	$ 3,984
	Prepaid expenses	6,000	-
	Total current assets	7,251	3,984
Total assets		$ 7,251	$ 3,984
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
	Loan from shareholder	$ 5,437	$ 117
	Total current liabilities	5,437	117
Total liabilities		5,437	117
Stockholder’s Equity
	Common stock, $0.001 par value, 75,000,000 shares authorized;
	5,170,000 shares issued and outstanding (4,000,000 shares issued and outstanding as of October 31, 2012)	5,170	4,000
	Additional paid-in-capital	22,230	-
	Deficit accumulated during the development stage	(25,586)	(133)
Total stockholder’s equity		1,814	3,867
Total liabilities and stockholder’s equity		$ 7,251	$ 3,984

ITEM 1. FINANCIAL STATEMENTS

~~The~~Starstream ~~accompanying~~Entertainment, ~~notes~~Inc. ~~are~~and anSubsidiaries ~~integral~~CONDENSED ~~part~~CONSOLIDATED ofBALANCE ~~these~~SHEETS ~~financial~~(UNAUDITED) ~~statements.~~AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

4 | Page

	June 30,			December 31,
	2014			2013

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	38,959		$	100,012
Employee advances		35,841			25,685
Deferred financing costs		19,658			-
Prepaid expenses and other current assets		38,402			46,557
Total Current Assets		132,860			172,254

Property and equipment, net		68,851			77,553
Security deposits		17,717			17,417
Investments in film productions, at cost		3,043,433			3,046,413
Film production costs		109,056			98,732

TOTAL ASSETS	$	3,371,917		$	3,412,369

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	596,509		$	371,591
Accrued interest		49,308			21,614
Due to related parties		707,296			112,600
Payroll and related liabilities		49,201			69,157
Convertible notes payable		350,000			350,000
Convertible notes payable, related party		150,000			150,000
Note payable		-			60,000
Current portion of loans payable		611,885			11,681
Total Current Liabilities		2,514,199			1,146,643

Long term portion of loans payable		54,609			61,361
TOTAL LIABILITIES		2,568,808			1,208,004

Commitments and contingencies		-			-

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
Series A; 2 shares authorized, issued and outstanding, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares authorized;
17,924,412 and 17,874,322 shares issued and outstanding, respectively		17,924			17,874
Additional paid-in capital		4,222,704			4,103,680
Accumulated deficit		(3,641,540	)		(2,141,148	)
TOTAL STARSTREAM ENTERTAINMENT INC. STOCKHOLDERS' EQUITY		599,088			1,980,406

Non-controlling interest		204,021			223,959
TOTAL STOCKHOLDERS' EQUITY		803,109			2,204,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,371,917		$	3,412,369

GELIA GROUP, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)
	Three months ended July 31, 2013	Nine months ended July 31, 2013	For the period from inception (August 20, 2012) to July 31, 2013
Revenues	$ -	$ -	$ -
Expenses
General and administrative expenses	18,632	25,453	25,586
Net loss from operations	(18,632)	(25,453)	(25,586)
Net loss	$ (18,632)	$ (25,453)	$ (25,586)
Loss per common share – Basic and Diluted	(0.00)	(0.01)
Weighted Average Number of Common Shares Outstanding-Basic and Diluted	5,170,000	4,473,113

The accompanying notes are an integral part of these condensed consolidated financial statements

~~The accompanying notes are an integral part of these financial statements.~~4

5Starstream |Entertainment, ~~Page~~Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

GELIA GROUP, CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)
		For the Three Months Ended						For the Six Months Ended
		Nine months ended July 31, 2013	For the period from inception (August 20, 2012) to July 31, 2013
		June 30,						June 30,
Operating Activities
		2014			2013			2014			2013
	Net loss	$ (25,453)	$ (25,586)
NET REVENUES:
	Adjustments to reconcile net loss to net cash from operations:
Film production income		$	-		$	-		$	-		$	-
	Prepaid expenses	(6,000)	(6,000)
TOTAL NET REVENUES			-			-			-			-
	Net cash used in operating activities	(31,453)	(31,586)
GENERAL AND ADMINISTRATIVE:
Financing Activities
General and administrative expenses		$	70,974		$	66,659		$	94,298		$	66,659
	Proceeds from sale of common stock	23,400	27,400
Professional fees			215,839			38,141			757,008			38,141
	Proceeds from loans from shareholder	5,320	5,437
Payroll and related expenses			168,460			3,500			360,509			3,500
	Net cash provided by financing activities	28,720	32,837
Depreciation and amortization expenses			4,375			175			8,702			175
Net increase in cash and equivalents		(2,733)	1,251
Travel expenses			38,128			-			89,257			-
Cash and equivalents at beginning of the period		3,984	-
Meals and entertainment expenses			14,228			-			31,724			-
Cash and equivalents at end of the period		$ 1,251	$ 1,251
Insurance expenses			28,700			-			55,861			-
	Supplemental cash flow information:
Outside services			380			21,000			(3,600	)		21,000
	Cash paid for:
Filing fees			6,967			500			20,760			500
	Interest	$ -	$ -
Rent and related expenses			35,824			-			74,613			-
	Taxes	$ -	$ -
TOTAL GENERAL AND ADMINISTRATIVE			583,875			129,975			1,489,132			129,975
Non-cash activities		-	-
INCOME (LOSS) FROM OPERATIONS			(583,875	)		(129,975	)		(1,489,132	)		(129,975	)
OTHER (EXPENSE) INCOME:
Interest expense, net			(15,356	)		(3,186	)		(31,198	)		(3,186	)
TOTAL OTHER (EXPENSE) INCOME			(15,356	)		(3,186	)		(31,198	)		(3,186	)
NET LOSS			(599,231	)		(133,161	)		(1,520,330	)		(133,161	)
Net loss attributable to the non-controlling interest			19,938			-			19,938			-
NET LOSS ATTRIBUTABLE TO STARSTREAM ENTERTAINMENT, INC.		$	(579,293	)	$	(133,161	)	$	(1,500,392	)	$	(133,161	)
NET LOSS PER COMMON SHARE:
Basic and diluted		$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic and diluted			17,908,979			8,743,501			17,902,133			8,743,501

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

~~6 | Page~~5

~~GELIA~~Starstream ~~GROUP~~Entertainment, ~~CORP~~Inc. and Subsidiaries CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(A DEVELOPMENT STAGE COMPANY)

	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,520,330	)	$	(133,161	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation expense		8,702			175
Common stock issued for consulting services		88,925			-
Changes in operating assets and liabilities:
Related parties receivable		(10,156	)		-
Amortization of deferred financing costs		20,342			-
Production costs		(10,324	)		-
Prepaid expenses and other current assets		8,155			(11,706	)
Accounts payable and accrued expenses		254,917			24,567
Accrued interest		27,694			3,188
Payroll and related liabilities		(19,956	)		-

NET CASH USED IN OPERATING ACTIVITIES		(1,152,031	)		(116,937	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in film productions		(68,875	)		(1,955,882	)
Proceeds from film productions		71,855			-
Payments towards security deposits		(300	)		-

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		2,680			(1,955,882	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		-			425,000
Proceeds from loan payable		560,000			-
Principal payment of note payable		(60,000	)		-
Principal payments towards loan payable		(6,548	)		-
Advances from related parties		594,696			95,764
Capital contributions from non-controlling interest owners		150			225,000
Capital contributions		-			1,350,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,088,298			2,095,764

Net (decrease) increase in cash and cash equivalents		(61,053	)		22,945

Cash and cash equivalents, beginning of period		100,012			-

Cash and cash equivalents, end of period	$	38,959		$	22,945

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest	$	1,636		$	-

NON-CASH ACTIVITIES:
Deferred financing costs associated with the Tim Nye loan	$	40,000		$	-
Common stock issued for accrued consulting services	$	30,000		$	-

~~NOTES~~The TOaccompanying ~~THE~~notes ~~FINANCIAL~~are ~~STATEMENTS~~an ~~(UNAUDITED)~~integral part of these condensed consolidated financial statements

~~JULY 31, 2013~~6

NOTE 1. -ORGANIZATION ~~BASIS~~AND DESCRIPTION OF ~~PRESENTATION~~BUSINESS

~~Organization~~Starstream Entertainment, ~~and~~LLC ~~Description~~(“SSE”) was formed on January 10, 2013, in the State of ~~Business~~Delaware. SSE was formed to produce, promote, support and/or develop motion pictures and engage in any and all activities necessary or incidental to the foregoing.

~~GELIA~~SSE originally ~~GROUP,~~had ~~CORP.~~three ~~(the~~members: ~~“Company”)~~Charles ~~was~~Bonan incorporated under the laws of the State of Nevada on August 20, 2012 and intends to provide 3D printing services. The Company is in the development stage as defined under Financial Accounting Standards Board (“~~FASB~~Bonan”), ~~Accounting~~Kim ~~Standards~~Leadford, ~~Codification~~ (“~~ASC~~Leadford”) ~~915-205 "Development-Stage Entities.” Since inception through July 31, 2013 the Company has not generated any revenue~~ and ~~has~~Daniel ~~accumulated losses of $25,586~~McCarney.

~~Basis~~Starstream Films, LLC (“SSF”) was formed on April 11, 2012, in the State of ~~Presentation~~Delaware. SSF’s purpose is to have an ownership interest in Butler Films, LLC (“Butler”), a Delaware limited liability company. Butler was formed for the purpose of financing, developing, producing, distributing and exploiting the motion picture currently entitled “The Butler.”

InSSF originally ~~the~~had ~~opinion~~two ofmembers: ~~management,~~Bonan ~~the accompanying balance sheets~~ and ~~related~~Lawrence ~~interim~~Ladove statements of operations, cash flows, and stockholders’ equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“~~U.S. GAAP~~Ladove”). ~~Interim~~ ~~results~~Bonan ~~are~~originally ~~not~~had ~~necessarily indicative of results for~~ a ~~full~~70% ~~year.~~ownership ~~The~~interest ~~information included~~ in SSF ~~these~~and ~~financial~~Ladove ~~statements~~originally ~~should~~had bea ~~read~~30% inownership ~~conjunction~~interest ~~with information included~~ in ~~our audit for the year ended October 31, 2012~~SSF.

~~Going~~In August ~~Concern~~2013, Bonan and Ladove assigned their respective membership interests in SSF to SSE. In connection with and in consideration of the assignment by Ladove, SSF initiated a payment direction order for 30% of its film rights with respect to “The Butler” to the Ladove Family Trust. As a result, SSF became a wholly owned subsidiary of SSE entitled to 70% of such rights.

~~The~~Starstream ELP, ~~financial~~LLC ~~statements~~(“ELP”) ~~have~~was ~~been~~formed ~~prepared~~ on aDecember ~~going~~7, ~~concern~~2012, ~~basis which assumes the Company will be able to realize its assets and discharge its liabilities~~ in the ~~normal~~State ~~course~~ of ~~business for the foreseeable future~~Delaware. ~~The~~ ~~Company~~ELP ~~has~~was ~~incurred~~formed ato ~~loss since inception resulting in an accumulated deficit of $25~~produce,~~586~~ ~~as of July 31~~promote, ~~2013~~ support and/or ~~further~~develop ~~losses~~motion ~~are~~pictures ~~anticipated~~and engage in ~~the~~any ~~development~~and ofall ~~its~~activities ~~business. Accordingly,~~necessary ~~there~~or isincidental ~~substantial~~to ~~doubt about~~ the ~~Company’s ability to continue as a going concern~~foregoing.

~~The~~ELP originally ~~ability~~had tothree ~~continue~~members: asBonan, aNV ~~going~~Productions ~~concern~~LLC is(“NV”) ~~dependent upon the Company generating profitable operations in the future~~ and~~/or~~ toBryan ~~obtain~~Mansour ~~the~~(“Mansour”). ~~necessary~~Bonan ~~financing~~had a to79.032% ~~meet~~ownership ~~its~~interest ~~obligations~~in ~~and~~ELP, ~~repay~~NV ~~its~~had ~~liabilities~~a ~~arising from normal business operations when they come due~~14.516% ~~Management~~ownership ~~intends~~interest toin ~~finance~~ELP ~~operating costs over the next twelve months with existing cash on hand~~ and ~~loans~~Mansour ~~from~~had ~~directors~~a ~~and/or~~6.452% ~~private~~ownership ~~placement~~interest ~~of common stock~~in ELP.

~~Accounting~~In August ~~Basis~~2013, Bonan assigned his membership interest in ELP to SSE. In December 2013, Mansour assigned his membership interest in ELP to SSE. As a result, SSE became entitled to 85.484% ownership interest in ELP and NV had a 14.516% ownership interest in ELP.

~~The~~Since the ~~Company~~assignment ~~uses~~of the ~~accrual~~membership ~~basis~~interests are between entities under common control, the transfers have been accounted for in a manner similar to a pooling of ~~accounting~~interests. As a result, the assets and ~~accounting~~liabilities ~~principles~~are ~~generally~~recorded ~~accepted~~at intheir historical carrying values and the ~~United~~combination ~~States~~has ofbeen ~~America~~given ~~(“GAAP”~~retroactive ~~accounting)~~effect in these consolidated financial statements. ~~The~~ ~~Company~~Non-controlling ~~has~~interest represents ~~adopted~~the ~~October~~ownership 31interests ~~fiscal~~in ~~year~~ELP ~~end~~that have not been assigned to SSE.

~~Cash~~SSE owns 100% of SUAD Film, LLC (“SUAD”), a Delaware limited liability company formed on August 27, 2013. SUAD was formed to produce, promote, support and/or ~~Cash~~develop ~~Equivalents~~motion pictures and engage in any and all activities necessary or incidental to the foregoing. Under the terms of the SUAD limited liability company agreement, SSE is committed to funding SUAD with $100,000. As of June 30, 2014, SSE has funded $109,038 to SUAD, of which $11,604 were direct expenses paid by SSE on behalf of SUAD.

~~For~~The Company ~~purposes~~is ofcommitted ~~the~~to ~~statement~~funding ofvarious ~~cash~~entities ~~flows,~~that ~~the~~are ~~Company~~producing ~~considers~~certain ~~all~~motion ~~highly~~pictures. ~~liquid~~As ~~instruments~~such, ~~purchased~~the ~~with~~Company anmay ~~original~~need ~~maturity~~to raise ofadditional ~~three~~funds ~~months or less~~ to bemeet ~~cash~~those ~~equivalents~~funding commitments.

~~The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2013 the Company's bank deposits did not exceed the insured amounts.~~7

~~Basic~~On October 8, 2013, SSE and ~~Diluted~~members ~~Income~~of SSE (~~Loss~~the “Starstream Members”) ~~Per~~entered ~~Share~~into a Securities and Exchange Agreement (the “Securities and Exchange Agreement”) with Starstream Entertainment, Inc. (“SSET”). Pursuant to the Securities Exchange Agreement, on October 8, 2013, the Starstream Members assigned 100% of the membership interests of SSE held by them to SSET, in consideration of an aggregate of 12,200,822 newly issued shares of SSET’s Common Stock. The shares of SSET’s Common Stock received by the Starstream Members in such transaction constituted approximately 62.4% of SSET’s issued and outstanding Common Stock, giving effect to the issuance of shares pursuant to the Securities and Exchange Agreement. As a result, SSE became SSET’s wholly owned subsidiary. This transaction is being accounted for as a reverse merger (“Reverse Merger”) and SSE is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements prior to the Reverse Merger will be those of SSE.

~~The~~Effective November ~~Company~~4, ~~computes loss per share in accordance with “ASC-260”~~2013, ~~“Earnings~~the ~~per~~Company ~~Share”~~effected ~~which~~a ~~requires~~stock ~~presentation~~dividend of ~~both~~3.272 ~~basic~~shares ~~and~~of ~~diluted~~common ~~earnings~~stock ~~per~~for each share onof ~~the~~common ~~face~~stock ofissued and ~~the~~outstanding ~~statement~~on ofthat ~~operations~~date. ~~Basic~~On ~~loss~~November ~~per~~4, ~~share~~2013, isthe ~~computed~~Company byinitially ~~dividing~~issued ~~net~~1,276,087 ~~loss~~shares ~~available~~of to common ~~shareholders~~stock byon ~~the~~account ~~weighted average number~~ of ~~outstanding common shares during~~ the ~~period~~dividend. ~~Diluted~~The ~~loss~~remaining ~~per~~12,234,678 ~~share~~shares ~~gives~~of ~~effect to all dilutive potential~~ common ~~shares~~stock ~~outstanding~~related ~~during~~to the ~~period. Dilutive~~stock ~~loss~~dividend ~~per~~were ~~share~~issued ~~excludes~~in ~~all~~February ~~potential common shares if their effect is anti-dilutive~~2014.

~~Dividends~~On March 24, 2014, SSE entered into an operating agreement by and between SSE, Zoë Worth (“Worth”) and Dylan Harris (“Harris”), collectively its members, as to the formation of Bentley House Productions, LLC (“BHP”), formerly Big Picture Productions, LLC.

~~The~~On April ~~Company~~23, ~~has~~2014 ~~not~~and ~~adopted~~April ~~any~~24, ~~policy~~2014 ~~regarding~~the ~~payment~~Board of ~~dividends~~Directors and the stockholders, respectively, of SSET approved a one-for-three reverse stock split of the Company’s common stock to be effected on May 7, 2014. NoThe ~~dividends~~effect of the November 2013 stock dividend and the May 2014 stock split have been ~~paid~~given ~~during~~retroactive ~~any~~treatment ofin ~~the~~these ~~periods~~financial ~~shown~~statements.

7SSET, its |subsidiary ~~Page~~SSE, and SSE’s subsidiaries SUAD, SSF, ELP, and BHP are collectively referred to as the “Company”.

~~Income~~NOTE ~~Taxes~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of the Company ~~follows~~have been prepared in accordance with accounting principles generally accepted in the ~~liability~~United ~~method~~States of ~~accounting~~America for ~~income~~interim ~~taxes. Under~~financial ~~this~~information ~~method~~and with the instructions to Article 8 of Regulation S-X. Accordingly, ~~deferred~~they ~~income~~do ~~tax~~not ~~assets~~include all of the information and ~~liabilities~~footnotes ~~are~~required ~~recognized~~by ~~for~~accounting principles generally accepted in the ~~estimated~~United ~~tax~~States ~~consequences~~of ~~attributable~~America tofor ~~differences~~complete ~~between~~consolidated financial statements. In the ~~financial~~opinion ~~statement~~of ~~carrying~~management, ~~values~~all ~~and~~adjustments considered ~~their~~necessary ~~respective~~for ~~income~~a ~~tax~~fair ~~basis~~presentation ~~(temporary~~have ~~differences)~~been included. ~~The~~ ~~effect~~Operating onresults ~~deferred~~for ~~income~~the ~~tax~~six ~~assets~~months ~~and~~ended ~~liabilities~~June 30, 2014 are not necessarily indicative of athe ~~change~~results inthat ~~tax~~may ~~rates~~be isexpected ~~recognized~~for the year ending December 31, 2014. The unaudited condensed consolidated financial statements should be read in ~~income~~conjunction with the consolidated financial statements and footnotes thereto included in the ~~period~~Company’s ~~that~~Annual ~~includes~~Report on Form 10-K for the ~~enactment~~year ~~date.~~ended December 31, 2013.

~~Advertising Costs~~8

~~The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense~~ Basis of ~~$0 during the period ended July 31, 2013.~~accounting

~~Impairment~~The Company’s policy is to maintain its books and prepare its consolidated financial statements on the accrual basis of ~~Long-Lived~~accounting in ~~Assets~~accordance with accounting principles generally accepted in the United States of America.

~~The Company, when applicable, continually monitors events and changes in circumstances that could indicate carrying amounts~~ Principles of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.consolidation

~~Recent~~Accounting principles ~~accounting~~generally ~~pronouncements~~accepted in the United States of America address the consolidation of entities where the usual condition (ownership of a majority voting interest) of consolidation does not apply. In the absence of clear control through voting interest, a company’s exposure (variable interest) to the economic risks and potential rewards from the activities of variable interest entities (“VIEs”) is the best evidence of control. If a company holds a majority of the variable interests of another entity, it would be considered the primary beneficiary.

WeThe Company ~~have~~has ~~reviewed~~determined ~~all~~that BHP is a variable interest entity of which the ~~recently~~Company ~~issued,~~is ~~but~~the ~~not~~primary ~~yet~~beneficiary ~~effective,~~since ~~accounting~~it ~~pronouncements~~is ~~and~~the only weinvestor doproviding ~~not~~financial ~~believe~~support. ~~any~~Every ofreporting ~~these~~period, ~~pronouncements~~the ~~will~~Company ~~have~~reassesses whether BHP is a ~~material~~VIE ~~impact~~and onif the Company remains the primary beneficiary. As such, the conclusion regarding the primary beneficiary status is subject to change and circumstances are continually reevaluated.

~~Use~~The accompanying consolidated financial statements include the activities of ~~Estimates~~SSET, SSE, SSF, ELP, SUAD, and BHP. All intercompany transactions have been eliminated in these consolidated financial statements.

~~The~~In accordance ~~preparation of financial statements in conformity~~ with ~~generally~~Accounting ~~accepted~~Standards ~~accounting~~Codification ~~principles~~(“ASC”) ~~requires~~810 ~~management~~“Consolidations”, tothe ~~make~~Company ~~estimates~~has ~~and assumptions that affect the~~ reported non-controlling ~~amounts~~interest ofas ~~assets~~a ~~and~~separate ~~liabilities~~component ~~and disclosure~~ of ~~contingent~~stockholders’ ~~assets~~equity and ~~liabilities~~presents at the ~~date~~net ~~the~~loss ~~financial~~allocable ~~statements~~to non-controlling interest and the ~~reported~~net ~~amount~~loss ofattributable ~~revenues~~to ~~and~~the ~~expenses~~stockholders ~~during~~of the ~~reporting~~Company ~~period. Actual~~separately ~~results~~in ~~could~~the ~~differ~~consolidated ~~from~~statements ~~those~~of ~~estimates~~operations.

~~Stock-Based~~Use of ~~Compensation~~estimates

AsThe preparation of ~~July~~consolidated ~~31,~~financial ~~2013~~statements ~~the~~in ~~Company~~conformity ~~has~~with ~~not~~accounting ~~issued~~principles ~~any~~generally ~~stock-based~~accepted ~~payments~~in the United States of America requires management to ~~its~~make ~~employees~~estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-based compensation is accounted for at fair value in accordance with SFAS ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.Reclassifications

~~Revenue~~Certain prior ~~Recognition~~period amounts were reclassified to conform with the current period presentation.

~~The Company recognizes revenue when products are fully delivered or services have been provided~~ Cash and ~~collection~~cash ~~is reasonably assured. No revenue has been earned since inception.~~equivalents

~~NOTE~~The Company 2considers –highly ~~COMMON~~liquid ~~STOCK~~investments with original maturities of three months or less when purchased as cash equivalents. At times throughout the year, the Company might maintain bank balances that exceed Federal Deposit Insurance Corporation insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts.

~~The~~Property and ~~Company has 75~~equipment,~~000,000~~ common shares authorized with a par value of $ 0.001 per share. On October 31, 2012, the Company issued 4,000,000 shares of its common stock at $0.001 per share for total proceeds of $4,000. In April, 2013, the Company issued 1,170,000 shares of its common stock at $0.02 per share for total proceeds of $23,400. As of July 31, 2013, the Company has 5,170,000 shares issued and outstanding.net

8Property and |equipment ~~Page~~are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized.

~~NOTE~~The costs 3of –assets ~~INCOME~~sold, ~~TAXES~~retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

AsAutomobiles of3 July 31, 2013 the Company had net operating loss carry forwards of $25,586 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and ~~accordingly,~~5 ~~the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.~~years

~~NOTE 4 – RELATED PARTY TRANSACTIONS~~9

AsInvestments in offilm ~~July 31, 2013, total loan amount was $5,437. The loan is non-interest bearing, due upon demand and unsecured.~~productions

~~NOTE~~The Company 5accounts –for ~~SUBSEQUENT~~its ~~EVENTS~~investments in film productions under the cost method, as the Company does not exercise significant control over such investments. The Company’s investments in film productions are increased by additional capital contributions to such investments and are reduced by distributions received from the investments. Once the Company has recouped its investment, any additional distributions received from the investments will be reflected as income.

~~The~~Investments in ~~Company~~film ~~has~~productions ~~evaluated~~are ~~subsequent~~reviewed for impairment whenever events ~~from~~or ~~July~~changes 31in circumstances indicate that the carrying value of the investments may no longer be appropriate. When warranted, ~~2013~~the ~~through~~Company assesses recoverability of the ~~date~~investments in film productions by estimating the ~~financial~~future ~~statements~~net ~~were~~cash ~~available~~flows expected to beresult ~~issued~~from ~~and~~the ~~has~~investments. ~~determined~~If ~~that~~the ~~there~~future net cash flows are noless ~~items~~than the carrying value of the investments, an impairment loss is recorded equal to ~~disclose~~the difference between the carrying value and fair value.

9As of |June ~~Page~~30, 2014 and December 31, 2013, the Company has determined that its investments in film productions were not impaired and, therefore, has not recorded an impairment loss.

~~FORWARD~~Income taxes ~~LOOKING STATEMENTS~~

~~Statements~~For the ~~made~~period inprior ~~this~~to ~~Form~~October ~~10-Q~~8, ~~that~~2013, ~~are~~SSE, ~~not~~and ~~historical~~its orsubsidiaries, ~~current facts~~ are ~~"forward-looking~~not ~~statements"~~subject ~~made pursuant~~ to ~~the~~Federal ~~safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act")~~ and ~~Section~~State ~~21E~~income oftaxes, ~~the~~as ~~Securities~~they ~~Exchange~~are all ~~Act~~limited ofliability ~~1934~~companies. ~~These~~Each ~~statements~~member ~~often~~was ~~can~~responsible befor ~~identified by~~ the ~~use~~tax ~~of terms such as "may~~liability," ~~"will,"~~if ~~"expect~~any," ~~"believe,"~~related ~~"anticipate,"~~to ~~"estimate,"~~its ~~"approximate"~~proportionate orshare of ~~"continue,"~~their ortaxable ~~the negative thereof~~income. WeSSE ~~intend~~and ~~that~~its ~~such~~subsidiaries ~~forward~~are pass-~~looking~~through ~~statements~~entities. beSSET, ~~subject~~along towith ~~the~~its ~~safe~~consolidated ~~harbors~~subsidiaries, ~~for~~is deemed ~~such~~a ~~statements.~~corporation Weand ~~wish~~thus tois ~~caution~~a ~~readers~~taxable ~~not~~entity. toNo ~~place~~provision ~~undue~~for ~~reliance~~income ontaxes ~~any~~was ~~such~~reflected ~~forward-looking~~in ~~statements, which speak only as of~~ the ~~date~~accompanying ~~made.~~consolidated financial ~~Any forward-looking~~ statements ~~represent management's best judgment~~ as ~~to what may occur in~~ the ~~future.~~Company ~~However,~~did ~~forward-looking~~not ~~statements~~have ~~are~~income ~~subject~~through toJune ~~risks~~30, ~~uncertainties~~2014. ~~and~~There ~~important~~were ~~factors~~no ~~beyond~~uncertain ~~our~~tax ~~control~~positions that ~~could~~would require ~~cause~~recognition ~~actual~~in ~~results~~the ~~and~~consolidated ~~events~~financial ~~to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking~~ statements tothrough ~~reflect~~June ~~events~~30, ~~or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events~~2014.

~~ITEM~~Generally, federal, 2.state ~~MANAGEMENT'S~~and ~~DISCUSSION~~local ~~AND~~authorities ~~ANALYSIS~~may OFexamine ~~FINANCIAL~~the ~~CONDITION~~Company’s ~~AND~~tax ~~RESULTS~~returns OFfor ~~OPERATION~~three years from the date of filing, and the current and prior three years remain subject to examination as of June 30, 2014.

~~GENERAL~~The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.

~~Gelia~~The Company ~~Group,~~accounts ~~Corp~~for income taxes under ASC 740-10-30. Deferred ~~was~~income ~~incorporated~~tax inassets and liabilities are determined based upon differences between the ~~State~~financial reporting and tax bases of ~~Nevada~~assets onand ~~August~~liabilities ~~20,~~and ~~2012~~are measured using the enacted tax rates and ~~established~~laws athat ~~fiscal~~will ~~year~~be ~~end~~in ofeffect ~~October~~when 31the differences are expected to reverse. Deferred Wetax doassets ~~not~~are ~~have~~reduced by ~~revenues,~~a ~~have~~valuation ~~minimal~~allowance ~~assets~~to ~~and~~the ~~have~~extent ~~incurred~~management ~~losses~~concludes ~~since~~it ~~inception~~is more likely than not that the assets will not be realized. Deferred tax Weassets and liabilities are ameasured ~~development-stage~~using ~~company~~enacted ~~formed~~tax rates expected to ~~commence~~apply ~~operations~~to taxable income in the ~~business~~years ofin 3Dwhich ~~printing.~~those temporary Wedifferences ~~have~~are ~~recently~~expected ~~started~~to ~~our~~be ~~operation~~recovered or settled. AsThe effect on deferred tax assets and liabilities of ~~today,~~a wechange ~~have~~in tax ~~developed~~rates ~~our~~is ~~business~~recognized ~~plan,~~in ~~and~~the ~~executed~~statements aof ~~Referral~~operations ~~Agreement~~in ~~with~~the ~~Alexey~~period ~~Hramtsov~~that includes the enactment date.

We intend to provide 3D printing services and plan on using advanced computer technology to produce rapid 3D prototyping. Three-dimensional printing technology, a process of making three dimensional solid objects from a digital model, is used in the fields of jewelry, footwear, industrial design, architecture, engineering and construction, automotive, aerospace, dental and medical industries, education, geographic information systems, civil engineering, and many others items.10

~~RESULTS OF OPERATION~~Long-lived assets

~~We are~~ On a ~~development~~periodic ~~stage~~basis, ~~company~~management ~~with~~assesses ~~limited~~whether ~~operations~~there ~~since~~are ~~our~~any ~~inception~~indicators onthat ~~August~~the ~~20,~~value ~~2012 to July 31, 2013. As~~ of ~~July~~the ~~31,~~Company’s ~~2013,~~long-lived ~~we had total~~ assets may ofbe ~~$7,251 and total liabilities of $5,437~~impaired. ~~Since~~ ~~our~~An ~~inception~~asset’s tovalue ~~July~~may ~~31,~~be ~~2013,~~impaired weonly ~~have~~if ~~accumulated~~management’s aestimate ~~deficit~~ of ~~$25,586. We anticipate that we will continue to incur substantial losses in~~ the ~~next~~aggregate 12future ~~months.~~cash ~~Our~~flows, on ~~financial~~an ~~statements~~undiscounted ~~have~~basis, ~~been prepared assuming that we will continue as a going concern. We expect we will require additional capital~~ to ~~meet~~be ~~our~~generated ~~long~~by ~~term~~the ~~operating~~asset ~~requirements.~~are Weless ~~expect~~than tothe ~~raise~~carrying ~~additional~~value ~~capital~~of ~~through, among other things,~~ the ~~sale of equity or debt securities~~asset.

10If impairment |has ~~Page~~occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. The Company’s estimates of aggregate future cash flows expected to be generated by each long-lived asset are based on a number of assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. No impairment was identified during the six months ended June 30, 2014 and the year ended December 31, 2013.

~~Three~~Fair value ~~Month Period Ended July 31, 2013 Compared to the period from Inception (August 20, 2012) to July 31, 2013~~measurement

~~Our~~The carrying ~~net~~amounts ~~loss~~reported ~~for~~in the ~~three~~Company’s ~~month~~consolidated ~~period~~financial ~~ended~~statements ~~July~~for 31employee advances, ~~2013~~prepaid ~~was~~expenses, ~~$18~~accounts payable,~~632~~ ~~compared~~and toaccrued aexpenses ~~net~~approximate ~~loss~~their fair value because of ~~$25,586~~the ~~during~~immediate or short-term nature of these financial instruments. The carrying amounts reported in the ~~period~~balance ~~from~~sheet ~~inception~~for ~~(August~~its ~~20,~~notes ~~2012)~~payable toand ~~July~~convertible ~~31,~~notes ~~2013.~~payable ~~During~~approximates fair value as the ~~period~~contractual ~~from~~interest ~~inception~~rate ~~(August~~and ~~20,~~features ~~2012)~~are toconsistent ~~July~~with ~~31,~~similar ~~2013~~instruments ~~we haven’t generated~~of ~~any~~similar ~~revenues~~risk in the market place.

~~During~~Film production the three month period ended July 31, 2013, we incurred general and administrative expenses and professional fees of $18,632 compared to $25,586 incurred during the period from inception (August 20, 2012) to July 31, 2013. General and administrative and professional fee expenses incurred during the three month period ended July 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs~~, and marketing expenses.~~

~~Nine~~For films ~~Month~~produced ~~Period~~by ~~Ended~~the ~~July 31~~Company, ~~2013~~capitalized ~~Compared~~costs toinclude ~~the~~all ~~period~~direct ~~from~~production ~~Inception~~costs ~~(August~~and 20production overhead. As of June 30, ~~2012)~~2014, the toCompany ~~July~~had 31$109,056 ~~2013~~in film production costs.

~~Our~~NOTE ~~net loss for the Nine month period ended July 31, 2013 was $25,453 compared to a net loss of $25,586 during the period from inception (August 20, 2012) to July 31, 2013~~3. ~~During~~VARIABLE ~~the~~INTEREST ~~period from inception (August 20, 2012) to July 31, 2013 we haven’t generated any revenues.~~ ENTITY

~~During~~Bentley House the Nine month period ended July 31, 2013, we incurred general and administrative expenses and professional fees of $25,453 compared to $25,586 incurred during the period from inception (August 20, 2012) to July 31, 2013. General and administrative and professional fee expenses incurred during the Nine month period ended July 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses. Productions

~~LIQUIDITY~~The classification ~~AND~~and ~~CAPITAL~~carrying ~~RESOURCES~~amounts of assets and liabilities of BHP in the consolidated balance sheet are as follows for the periods ended June 30, 2014 and December 31, 2013:

As of July 31, 2013

	June 30, 2014		December 31, 2013

Cash and cash equivalents	$	6,129	$	--
	$	6,129	$	--

Non-controlling interest		19,902		--
	$	19,902	$	--

As of atJune ~~July~~30, 312014, ~~2013~~SSE ~~our~~has ~~current~~contributed ~~assets were~~ $735,~~251 compared to $3~~832,~~984~~ inof ~~current assets at October 31~~which, ~~2012. As at July 31, 2013, our current liabilities were~~ $~~5,437.~~832 ~~Current liabilities~~ were ~~comprised~~expenses ~~entirely~~paid ofdirectly ~~$5,437~~by inSSE ~~advance~~on ~~from~~behalf ~~director.~~of BHP.

~~Stockholders’~~NOTE ~~equity~~4. ~~decreased~~GOING ~~from~~CONCERN ~~$3,867 as of October 31, 2012 to $1,814 as of July 31, 2013.~~ UNCERTAINTY

~~Cash~~The accompanying ~~Flows~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments that might result from ~~Operating~~uncertainty about ~~Activities~~the Company’s ability to continue as a going concern.

WeThe Company ~~have~~incurred ~~not~~a ~~generated positive cash flows from operating activities. For the Nine month period ended July 31, 2013,~~ net ~~cash~~loss ~~flows~~of ~~used in operating activities was~~ $311,~~453~~520,330 ~~consisting~~and ~~of a net loss of~~ $25133,~~453~~161 ~~and~~for ~~increase~~the insix ~~prepaid~~months ~~expenses~~ending ofJune $630,~~000.~~ ~~Net~~2014 ~~cash~~and ~~flows~~2013, ~~used~~respectively. inThese ~~operating~~matters raise ~~activities~~reasonable ~~was~~doubt ~~$31,469~~about ~~for~~ the ~~period~~ability ~~from~~of ~~inception~~the ~~(August~~Company ~~20,~~to ~~2012)~~continue toas ~~July~~a ~~31,~~going ~~2013~~concern.

~~Cash~~Management believes ~~Flows~~that ~~from~~it ~~Financing~~will ~~Activities~~be successful in obtaining sufficient financing to execute its operating plan. However, no assurances can be provided that the Company will secure additional financing, or achieve and sustain a profitable level of operations. To the extent that the Company is unsuccessful in its plans, the Company may find it necessary to contemplate the sale of its assets and curtail operations.

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended July 31, 2013, 2013, net cash provided by financing activities was $28,720 received from proceeds from issuance of common stock and loans from Director. For the period from inception (August 20, 2012) to July 31, 2013, net cash provided by financing activities was $32,720 received from proceeds from issuance of common stock and proceeds from loans.11

~~PLAN~~NOTE OF5. ~~OPERATION~~INVESTMENTS ~~AND~~IN ~~FUNDING~~FILM PRODUCTIONS

WeInvestments in ~~expect~~film ~~that~~productions, ~~working~~carried ~~capital~~at ~~requirements~~cost, ~~will~~represent ~~continue~~the tofollowing beas ~~funded through a combination~~ of ~~our~~June ~~existing~~30, ~~funds~~2014 and ~~further~~December ~~issuances~~31, ~~of securities. Our working capital requirements are expected to increase in line with the growth of our business.~~2013:

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

	2014		2013
Film Production	Investment Balance		Investment Balance

TUELP Investments, LLC	$	1,614,592	$	1,614,592
Butler Films, LLC		91,732		148,586
Life After Beth LLC		1,015,000		1,012,500
Pigeon The Cat Films, Inc.		322,109		270,735
	$	3,043,433	$	3,046,413

11TUELP Investments, ~~| Page~~LLC

~~OFF-BALANCE~~In January ~~SHEET~~2013, ~~ARRANGEMENTS~~ELP entered into an agreement with Abbolita Productions, Inc. and the Ladove Family Trust, whereby ELP agreed to obtain 47% equity ownership in TUELP Investments, LLC (“TUELP”) for $1,525,000. TUELP is an entity formed for the sole purpose of financing Switch Productions LLC (“Switch”), an entity formed to develop, produce, promote and sell the motion picture currently entitled “Life of Crime”. In January 2013, TUELP obtained 100% equity ownership in Switch for a commitment amount of $3,250,000, subject to change in accordance with financing requirements for the production of “Life of Crime”, and as approved by TUELP.

As of ~~the~~June ~~date~~30, of2014 ~~this~~and ~~Quarterly~~December ~~Report~~31, we2013, doELP ~~not~~has ~~have~~contributed ~~any~~$1,614,592 ~~off-balance~~to ~~sheet~~the ~~arrangements~~production ~~that~~of ~~have~~“Life orof ~~are~~Crime”, ~~reasonably~~of ~~likely~~which $26,991 towere ~~have~~expenses apaid ~~current~~directly orby ~~future~~SSE ~~effect~~ on ~~our~~behalf ~~financial~~of ~~condition,~~Switch. ~~changes~~For inits ~~financial condition~~part, ~~revenues~~ELP orhas ~~expenses,~~maintained ~~results~~a of47% ~~operations,~~equity ~~liquidity,~~ownership ~~capital~~of ~~expenditures~~TUELP, and orin ~~capital~~turn, ~~resources that are material to investors~~Switch.

~~GOING~~As of ~~CONCERN~~June 30, 2014 and December 31, 2013, SSE has an 85.484% equity ownership in ELP.

~~The independent auditors' report accompanying our October 31~~Butler Films, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.LLC

~~ITEM~~In August 2012, SSF entered into an agreement with Butler Films, LLC, an entity formed to develop, produce, promote and sell the motion picture currently titled “Lee Daniels’ The Butler.” SSF agreed to co-finance the production costs of the motion picture. As of December 31, 2012, SSF had contributed $500,000 in return for 3.57% ~~QUANTITATIVE~~equity ~~AND~~ownership ~~QUALITATIVE~~in ~~DISCLOSURES~~Butler ~~ABOUT~~Films, LLC. ~~MARKET~~SSF ~~RISK~~did not make any further contributions through June 30, 2014. The film is complete and no further contributions by the Company are anticipated.

NoOn August ~~report~~2, ~~required~~2013, Ladove assigned his 30% equity interest in SSF to SSE, making SSF a wholly owned subsidiary of SSE. In exchange for his assignment, SSF assigned 30% of its equity ownership in Butler Films, LLC to the Ladove Family Trust.

~~ITEM~~Through June 4.30, ~~CONTROLS~~2014, ~~AND~~in ~~PROCEDURES~~accordance with its 70% entitlement to monies received by Butler Films, LLC, the Company has received $258,268 in cash proceeds from Butler Films, LLC.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.12

AnLife After ~~evaluation~~Beth was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the Nine-month period ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.LLC

~~PART~~In May II2013, SSE entered into an agreement with Life After Beth LLC, an entity formed to develop, produce, promote and sell the motion picture currently titled “Life After Beth”, to co-finance the production costs for the motion picture. ~~OTHER~~As ~~INFORMATION~~of June 30, 2014 and December 31, 2013, the Company has funded $1,030,000 and $1,012,500 in return for 42% equity ownership in Life After Beth LLC.

~~ITEM~~On January 1.16, ~~LEGAL~~2014, ~~PROCEEDINGS~~the Company received $15,000 towards the recoupment of the investment.

~~Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties.~~ As of ~~the~~June ~~date of this Quarterly Report~~30, ~~no director~~2014, ~~officer~~the orfilm ~~affiliate~~ is ~~(i)~~complete aand ~~party~~no ~~adverse~~additional tocontributions usby inSSE ~~any legal proceeding,~~ or ~~(ii)~~the ~~has~~Company anare ~~adverse interest to us in any legal proceedings~~anticipated. ~~Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.~~

12Pigeon The |Cat ~~Page~~Films, Inc.

~~ITEM~~In 2June 2013, SSE entered into an agreement with Pigeon the Cat Films, Inc., ~~UNREGISTERED~~(“PTCF”), ~~SALES~~a OFNew ~~EQUITY~~York ~~SECURITIES~~corporation ~~AND~~incorporated ~~USE~~to OFdevelop, ~~PROCEEDS~~produce, promote and sell the motion picture currently titled “Trouble Dolls”. As of June 30, 2014, SSE has committed $322,109 to the production costs associated with the motion picture. The commitment amount is subject to change as financing needs for the film are adjusted, and as approved by SSE. For their part, SSE is a 50% shareholder in PTCF.

NoAs of ~~report~~June ~~required~~30, 2014 and December 31, 2013, SSE has contributed $322,109 and $270,735, respectively, of which $78,110 were expenses paid directly by SSE on behalf of PTCF. “Trouble Dolls” is in post-production stage, and further contributions associated with post-production and promotion are anticipated by the Company.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~13

NoNOTE ~~report required~~6. PROPERTY AND EQUIPMENT

~~ITEM~~Property and 4.equipment ~~SUBMISSION~~consisted OFof ~~MATTERS~~the TOfollowing Aas ~~VOTE~~of OFJune ~~SECURITY~~30, ~~HOLDERS~~2014 and December 31, 2013:

No report required.

	2014			2013
Vehicles	$	82,625		$	82,625
Less: accumulated depreciation		(13,774	)		(5,072	)

Property and Equipment, Net	$	68,851		$	77,553

~~ITEM~~Depreciation expense 5.for ~~OTHER~~the ~~INFORMATION~~six months ended June 30, 2014 and 2013 was $8,702 and $175, respectively.

NoNOTE ~~report required~~7. CONVERTIBLE NOTES PAYABLE

13On July |19, ~~Page~~2013, SSE entered into a Securities Purchase Agreement with an accredited investor for a financing of up to $200,000 (the “July 2013 Agreement”), whereby it issued to the investor a 10% senior secured convertible note in the principal amount of $100,000 (the “Note”). The Note is secured by all the assets of SSE and ranks senior to any other indebtedness of SSE. The Note is convertible at the option of the note holder into shares of the common stock of SSET at a conversion price equal to 75% of the per share price of the private placement consummated in connection with the Reverse Merger.

~~ITEM~~On July 624, 2013, SSE and the investors amended and restated the July 2013 Agreement by entering into an Amended and Restated Securities Purchase Agreement, which increased the maximum amount of the financing from $200,000 to $400,000. ~~EXHIBITS~~In connection with the amendment and restatement of the July 2013 Agreement, SSE completed a second closing under the agreement, whereby it issued to certain accredited investors 10% senior secured convertible notes in the aggregate principal amount of $300,000 (the “July Notes”) on the same terms as the Note. Of the total principal issued, $150,000 was issued to Bonan, a related party. On July 24, 2014, SSET and Bonan entered into an extension agreement extending the $150,000 convertible note payable to a due date of July 24, 2015.

~~Exhibits:~~In January 2014, $125,000 of a $150,000 10% senior secured convertible note was assigned to a different holder. The new holder of this note has agreed to forbear exercising any rights with respect to the note while the holder and SSET negotiate a restructuring of the note intended to extend the maturity date of the note to October 24, 2014.

~~31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-~~14~~(a) or 15d-14(a).~~

~~32.1 Certifications~~On August ~~pursuant~~6, to2013, SSE and the investors amended and restated the July 2013 Agreement by entering into an Amended and Restated Securities Purchase ~~Exchange~~Agreement, ~~Act~~which increased the amount of ~~1934~~the ~~Rule~~financing ~~13a-14(b)~~from or$400,000 ~~15d-14(b)~~to $1,000,000. In connection with the amendment and 18restatement ~~U.S.C.~~of ~~Section~~the ~~1350~~July 2013 Agreement, asSSE ~~adopted~~completed ~~pursuant~~a third closing under the July 2013 Agreement, whereby it issued to an ~~Section~~ accredited investor a 10% senior secured convertible note in the principal amount of $100,000, on the same terms as the Note.

~~906~~NOTE of8. ~~the~~NOTE ~~Sarbanes-~~AND ~~Oxley~~LOANS ~~Act of 2002.~~ PAYABLE

~~101~~On October 10, 2013, SSET entered into a six year loan agreement to borrow funds for the purchase of a vehicle.~~INS XBRL~~ ~~Instance~~The ~~Document~~total principal amount of the loan was $74,950. The loan has an annual interest rate of 3.47% and monthly payments are made in the amount of $1,169, ending October 3, 2019. As of June 30th, 2014, the remaining principal balance outstanding is $66,494.

~~101~~On February 10, 2014, SSET and SSE entered into a one-year loan agreement to borrow funds for exclusive use as working capital and to pay the associated loan fees, lender legal fee, accrued interest and expenses of the lender.~~SCH XBRL~~ ~~Taxonomy~~These ~~Extension~~funds ~~Schema~~or ~~Document~~advances are not to exceed $600,000. The loan was advanced to SSET in the full amount of $600,000 on February 14, 2014. From this initial amount, the lender paid the $25,000 lender loan fee and the $15,000 lender legal fee, with the remaining $560,000 balance delivered to SSET. Interest is to accrue at a rate of 1% per month, compounded monthly, beginning on the date of the initial advance until the loan is paid in full. The loan, and all accrued interest, are payable on the first of the following to occur: (a) an event of default; (b) February 10, 2015; or (c) the date the borrowers (or the collection account related to the security agreement described below) receive monies from any mandatory prepayments in connection with the loan collateral or the financial close of a distribution deal for the film “Life After Beth,” until the loan is fully repaid.

~~101~~The borrowers also entered into a security agreement dated February 10, 2014 with the lender, pursuant to which, as security for the full payment and performance of their obligations under the loan agreement and related documents, the borrowers granted the lender a first priority security interest in their membership interest in Life After Beth, LLC (a limited liability company of which a 42% interest is held directly by SSE and, therefore, indirectly by SSET) and in their right, title and interest in and to the motion picture “Life After Beth” and any and all payments, proceeds or other consideration received by the borrowers arising from such membership interest or motion picture.~~CAL XBRL~~ ~~Taxonomy~~The ~~Extension~~full ~~Calculation~~value ~~Linkbase~~of ~~Document~~the loan is classified as a loan payable on the balance sheet. As of June 30, 2014, the total principal and accrued interest outstanding on the loan is $602,700.

~~101.DEF XBRL Taxonomy Extension Definition Document~~15

~~101~~NOTE 9.~~LAB XBRL~~ ~~Taxonomy~~RELATED ~~Extension~~PARTY ~~Label Linkbase Document~~TRANSACTIONS

~~101.PRE XBRL Taxonomy Extension Presentation Linkbase Document~~Employee advances

~~SIGNATURES~~Employee advances include funds advanced on behalf of an employee of the Company, totaling $35,841. Such advances are short-term advances that are non-interest bearing and that are due on demand. The total balance owed is expected to be paid in full in 2014.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report~~ Due to berelated ~~signed on its behalf by the undersigned, thereunto duly authorized.~~parties

	GELIA GROUP, CORP.
Dated: September 3, 2013	By: /s/ Yulia Marach
	Yulia Marach, President and Chief Executive Officer and Chief Financial Officer

Due to related parties represents funds advanced to the Company to fund working capital needs of the Company. Such advances are short-term advances that are non-interest bearing and that are due on demand. As of June 30, 2014, a total of $668,696 in principal amount is due to Bonan and $38,600 is due to other related parties.

14NOTE |10. ~~Page~~EQUITY

On October 8, 2013, the Company amended its Articles of Incorporation to increase its authorized stock to 110,000,000 shares consisting of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share. Our Board of Directors has the authority, without further action by the stockholders, to issue from time to time the blank check preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences and restrictions that the Board may determine. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters.

Preferred Stock

After the Reverse Merger, on October 9, 2013, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences and Rights of Series A Preferred Stock (the “Series A Certificate”). Pursuant to the Series A Certificate, there are two shares of Series A Preferred Stock authorized. Shares of Series A Preferred Stock have no dividend rights. On October 9, 2013, the Company issued two shares of Series A Preferred Stock, one each to Bonan and Leadford.

The holders of the Series A Preferred Stock are entitled to vote together with the holders of the Company’s common stock, with such holders entitled together to 66.7% of the total votes on all such matters, and the holders of common stock and any other shares entitled to vote are entitled to their proportional share of the remaining 33.3% of the total votes based on their respective voting power. The holders of Series A Preferred Stock may only vote unanimously. Each share of Series A Preferred Stock is convertible into one share of the Company’s common stock at the option of the holder. Shares of Series A Preferred Stock are not redeemable and have no liquidation preference.

Common stock

On October 8, 2013, Yulia Marach, shareholder, director and chief executive officer of the Company, and SSE entered into a Stock Purchase Agreement, pursuant to which Ms. Marach sold to SSE an aggregate of 1,333,333 shares of the Company’s common stock representing approximately 77.4% of the then issued and outstanding shares of common stock. SSE agreed to cancel the shares purchased from Ms. Marach following the issuance of common stock in accordance with the Securities Exchange Agreement.

Pursuant to the Securities Exchange Agreement, on October 8, 2013, the Starstream Members assigned 100% of the membership interests of SSE held by them to SSET, in consideration of an aggregate of 12,200,822 newly issued shares of SSET’s common stock. The shares of SSET’s common stock received by the SSE Members in such transaction constituted approximately 62.4% of SSET’s issued and outstanding common stock after giving effect to the issuance of shares pursuant to the Securities Exchange Agreement. As a result, SSE became SSET’s wholly owned subsidiary. This transaction is being accounted for as a reverse acquisition and SSE is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that will be reflected in our consolidated financial statements prior to the Reverse Merger will be those of SSE.

On October 8, 2013, SSET issued 994,742 shares of common stock to a consultant for consulting services rendered valued at $0.5829 per share, or $579,801.

Upon closing of the Reverse Merger, certain 10% convertible promissory notes in the aggregate principal amount of $825,000 previously issued by SSE were automatically converted into 1,864,762 shares of common stock of SSET together with the interest accrued on such notes from the date of issuance to the closing date of the Reverse Merger, October 8, 2013, in the amount of $24,653, which converted into 55,724 shares of common stock of SSET.

On October 8, 2013, SSET entered into and consummated transactions pursuant to a subscription agreement with certain accredited investors whereby SSET issued and sold to the investors for $0.5829 per share an aggregate of 857,833 shares of Common Stock for an aggregate purchase price of $500,000.

On November 15, 2013, SSET entered into and consummated transactions pursuant to a subscription agreement with certain accredited investors whereby SSET issued and sold to the investors for $2.49 per share an aggregate of 160,281 shares of common stock for an aggregate purchase price of $399,100.

On December 26, 2013, SSET issued 52,910 shares of common stock to Mansour for his 6.452% interest in ELP valued at $1.89 per share, or $100,000.

On December 26, 2013, SSET issued 21,164 shares of common stock at a share price of $1.89 per share for $40,000.

On January 6, 2014, the Company issued 20,000 shares of common stock for consulting services, valued at $3.51 per share, or $70,200

On March 11, 2014, the Company issued 10,000 shares of common stock for consulting services, valued at $2.25 per share, or $22,500.

On May 19, 2014, the Company issued 20,000 shares of common stock for consulting services, valued at $1.31 per share or $26,225.

NOTE 11.

COMMITMENTS AND CONTINGENCIES

Concentration of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents in financial institutions. At times, such deposits and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company’s management does not believe the Company is exposed to any significant credit risk on its cash and cash equivalents.

Professional service agreement

In July 2013, the Company entered into a professional service agreement with a consultant, whereby it agreed to pay the consultant a guaranteed fee of $150,000, payable in equal quarterly amounts over a 12-month period. As of December 31, 2013, the Company paid the consultant $75,000. As of December 31, 2013, the remaining balance, totaling $75,000, has been accrued for in accounts payable and accrued expenses in the accompanying December 31, 2013 consolidated balance sheet.

For the six months ended June 30, 2014, the Company has made $112,500 of the remaining payments under the agreement, and $37,500 remains accrued in accounts payable and accrued expenses in the accompanying June 30, 2014 consolidated balance sheet.

Lease agreements

On September 23, 2013, the Company entered into a lease agreement to rent office space in Los Angeles, California. The lease is for one year and begins on October 1, 2013. Monthly payments are for $11,500, and a security deposit of $15,000 was paid in September 2013, along with the first month’s rent.

Overhead Agreement

On February 19, 2014, SSET entered into a two-year overhead operating agreement with Destro Films, LLC. Under the terms of the agreement, SSET will pay Destro Films, LLC a total of $250,000, in six equal installments, for the first year beginning February 24, 2014 when the first payment was made. SSET will pay Destro Films, LLC an additional total of $250,000 over the course of the second year of the agreement in six equal installments, ending February 23, 2016. In exchange for the funding, SSET shall have a right of first negotiation to provide production financing for each motion picture for which Destro Films, LLC or its affiliates owns and/or controls the rights. For the six months ended June 30, 2014, the Company has paid $83,334 to Destro Films, LLC.

NOTE 12.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Management believes that the carrying values of the Company’s financial instruments approximate their respective fair values as of June 30, 2014 and December 31, 2013.

NOTE 13.

SUBSEQUENT EVENTS

On July 21, 22 and 29, 2014 and August 5, 2014, the Company entered into short-term loans with Bonan in the amounts of $5,000, $5,000, $60,000 and $40,000, respectively. These loans represent advances to the company, have no stated maturity date and are not interest-bearing loans.

As of July 19, 2014, a $100,000 convertible note payable was due and is now in default. Default interest begins 10 days after the maturity date at a rate of 15% per annum.

On July 24, 2014, the Company received $535,611 from Life After Beth towards the recoupment of the investment. The Company then paid $535,611 toward the principal balance of the $600,000 loan advanced on February 14, 2014.

On July 24, 2014, SSET and Bonan entered into an extension agreement extending the $150,000 convertible note maturity date to July 24, 2015.

As of July 24, 2014, a $100,000 convertible note payable was due and is now in default. Default interest begins 10 days after the maturity date at a rate of 15% per annum.

As of July 24, 2014 the holder of $125,000 of the $150,000 convertible note payable has agreed to forbear exercising any rights with respect to the note while the holder and SSET negotiate a restructuring of the note intended to extend the maturity date of the note to October 24, 2014. The balance of $25,000 is in default. Default interest begins 10 days after the maturity date at a rate of 15% per annum.

On July 28, 2014, the Company entered into two short-term loans with related parties. The company borrowed $32,500 from each of the two related parties for total short-term borrowing of $65,000. These loans have no stated maturity dates and are non-interest-bearing.

On July 31, 2014, the Company entered into a loan agreement for $250,000. The loan bears an interest rate of 1% per annum (term 120 days) to be calculated on the basis of a 360-day year. Additional consideration in the amount of $25,000, minus any interest that was already paid, is due on or before the maturity date of the loan for a total payment due of $275,000. The entirety of the proceeds of the loan are being used to invest in the production of a new film, described below.

In July 2014, the Company formed a new wholly owned subsidiary, YHSSE, LLC, a Delaware limited liability company (“YHSSE”), in connection with the Company’s plans to produce and invest in a new feature-length motion picture to be titled “Yoga Hosers,” which is to star Johnny Depp and be directed by Kevin Smith. Similar to the structure of the Company’s other production and finance transactions, YHSSE will own a partial interest in the underlying production company, Yoga Hosers, LLC, a California limited liability company, which will oversee directly the production of the film. Beginning July 22, 2014, Yoga Hosers, LLC (the production entity) commenced production activities on “Yoga Hosers.”

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Quarterly Report are forward-looking statements that involve risks and uncertainties. The risks discussed, as well as any cautionary language, in this Quarterly Report and in other of our filings with the Securities and Exchange Commission provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report.

Overview

Reverse Acquisition

On October 8, 2013, Starstream Entertainment, LLC (“SSE”) entered into a Securities Exchange Agreement with Starstream Entertainment, Inc. (formerly Gelia Group Corp., “SSET”). Pursuant to the Securities Exchange Agreement, on October 8, 2013, the members of SSE assigned 100% of the membership interests of SSE held by them to SSET, in consideration of an aggregate of 12,200,822 newly issued shares of SSET’s Common Stock. The shares of SSET’s Common Stock received by the SSE members in such transaction constituted approximately 62.4% of SSET’s issued and outstanding Common Stock after giving effect to the issuance of shares pursuant to the Securities Exchange Agreement. As a result, SSE became SSET’s wholly owned subsidiary. This transaction is being accounted for as a reverse acquisition (“Reverse Acquisition”) and SSE is deemed to be the acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in our consolidated financial statements prior to the Reverse Acquisition are those of SSE.

Business Overview

The Company is an independent entertainment production company. We develop, produce, market and obtain distribution for feature-length motion pictures and entertainment projects. For the year ended December 31, 2013, the Company received first proceeds from exploitation of its film rights in the amount of $201,413. For the six months ended June 30, 2014, the Company received an additional $71,855 in proceeds from exploitation of its film rights. These proceeds will be applied against the respective investment balance until it exceeds the total amount invested, at which point the excess will be accounted for as revenues on the statement of operations.

The Company’s business is to produce motion pictures and entertainment projects and to fully exploit the projects and their ancillary rights through several avenues, including, but not limited to, theatrical release, video-on-demand, digital distribution, and television outlets. The Company generally acquires ownership in media properties at a late stage when the properties are fully packaged and ready for production, and creates value by providing production and marketing expertise. The Company’s target segment of the entertainment industry is the emerging market of high-quality, low-cost, commercially viable content. To date, the Company has produced and/or financed four feature films and the Company is currently preparing to assist with the financing and production of a new feature film to be called “YOGA HOSERS” to star Johnny Depp and be directed by Kevin Smith. Similar to the structure of the Company’s other production and finance transactions, a newly formed subsidiary of the Company will invest in and support the production entity, which will oversee directly the production of the film. The Company will also perform production activities for the film.

Results of Operations

For the three months ended June 30, 2014 and 2013

For the three months ended June 30, 2014 and 2013, we had total expenses of $599,231 and $133,161, respectively. Total expenses for the six months ended June 30, 2014 primarily included general and administrative expenses of $70,974, professional fees of $215,839, payroll costs of $168,460, travel expense of $38,128, meals and entertainment expenses of $14,228, insurance expense of $28,700, rent and related expenses of $35,824, interest expense of $15,356, and depreciation expenses of $4,375. The increase in expenses was due to the expansion of our operations, which necessitated hiring additional personnel and increased use of professional services. The Company expects expenses to continue to grow in the future in direct correlation with the future expansion of our business operations.

Net loss for the three months ended June 30, 2014 and 2013 was $599,231 and $133,161, respectively, and is primarily attributable to expenses incurred for several projects to develop, produce, market and plan to distribute feature-length motion pictures, as well as consulting fees paid in common stock and legal fees associated with SEC filings.

For the six months ended June 30, 2014 and 2013

For the six months ended June 30, 2014 and 2013, we had total expenses of $1,520,330 and $133,161, respectively. Total expenses for the six months ended June 30, 2014 primarily included general and administrative expenses of $94,298, professional fees of $757,008, payroll costs of $360,509, travel expense of $89,257, meals and entertainment expenses of $31,724, insurance expense of $55,861, rent and related expenses of $74,613, interest expense of $31,198, and depreciation expenses of $8,702. The increase in expenses was due to the expansion of our operations, which necessitated hiring additional personnel and increased use of professional services. For the six months ended June 30, 2014, the Company incurred consulting expenses of $88,925 through the issuance of common stock to a consultant. The Company expects expenses to continue to grow in the future in direct correlation with the future expansion of our business operations.

Net loss for the six months ended June 30, 2014 and 2013 was $1,520,330 and $133,161, respectively, and is primarily attributable to expenses incurred for several projects to develop, produce, market and plan to distribute feature-length motion pictures, as well as consulting fees paid in common stock and legal fees associated with SEC filings.

For the period prior to October 8, 2013, SSE, and its subsidiaries, were not subject to Federal and State income taxes, as they were all limited liability companies. Each member was responsible for the tax liability, if any, related to its proportionate share of its taxable income. SSE and its subsidiaries are pass-through entities. SSET, along with its consolidated subsidiaries, is deemed a corporation and thus is a taxable entity. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements as the Company did not have income through June 30, 2014.

Liquidity, Capital Resources and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplates continuation of the Company as a going concern.

The Company has experienced recurring losses through June 30, 2014. The Company recognized a net loss of $1,520,330 and $133,161 for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, the Company had cash on hand of $38,959, and current liabilities of $2,514,199. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which, in turn, is dependent upon the Company’s ability to raise capital and/or generate positive cash flows from operations. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets and classifications that might be necessary in the event the Company cannot continue in existence.

The Company is committed to funding various entities that are producing certain motion pictures. As of June 30, 2014, the Company has funded $3,344,100 in such commitments. The Company has met all of its current funding commitments for film productions. The Company will need to raise additional funds to meet any future funding obligations and working capital needs until significant revenues begin to be realized from exploitation of the film rights to the Company’s productions. For the six months ended June 30, 2014 and the year ended December 31, 2013, SSE received cash proceeds from exploitation of its film rights in the amount of $71,855 and $201,413, respectively, and anticipates receiving additional cash proceeds, although such proceeds would be realized in the future, if at all. The Company expects to realize revenues from its additional film projects after the films are released and revenues are allocated per each film's collection account management agreements. In addition, the Company continues to pursue distribution and other monetization avenues for its film projects. The Company is exploring working capital sources including equity and debt issuances to meet the Company’s short and medium term needs including the service or refinancing of existing indebtedness. There is no guarantee that we will be able to raise any additional capital, or that, if such capital is available, it will be available on terms acceptable to us.

The foregoing represents the Company’s best estimates as of the date of this report and may materially vary based upon actual experience. The inability of the Company to obtain funding, either in the near term and/or longer term, or to realize significant revenue from its motion picture projects, will materially affect the ability of the Company to implement its business plan and such failure could jeopardize the viability of the Company. In that case, the Company may need to suspend its operations and reevaluate and revise its plan of operations.

As of June 30, 2014, the Company had a working capital deficit of $2,381,339. The Company has liabilities totaling $2,568,808 as of June 30, 2014, which is generally comprised of accounts payable and accrued expenses of $596,509, convertible notes payable of $500,000, accrued interest of $49,308, loans payable totaling $666,494, and amounts due to related parties of $707,296.

Net cash used in operating activities

Net cash used in operating activities was $1,152,031 and $116,937 for the six months ended June 30, 2014 and 2013, respectively. Cash was used primarily to fund our operating losses exclusive of non-cash expenditures such as stock compensation for services. For the six months ended June 30, 2014, operating activities were generally impacted by increases in net loss of $1,387,169, offset by an increase in accounts payable and accrued expenses of $230,350 and an increase in the issuance of common stock of $88,925, all of which were primarily related to expenditures incurred to develop the operations of the Company.

Net cash provided by investing activities

Net cash provided by investing activities was $2,680 for the six months ended June 30, 2014, as compared to net cash used in investing activities of $1,955,882 for the six months ended June 30, 2013. Cash invested in film productions for the six months ended June 30, 2014 and 2013 totaled $68,875 and $1,955,882, respectively. The Company also received $71,855 in cash proceeds from the exploitation of its film rights during the six months ended June 30, 2014.

Net cash provided by financing activities

Net cash provided by financing activities was $1,088,298 and $2,095,764 for the six months ended June 30, 2014 and 2013, respectively. For the six months ended June 30, 2014, the Company received $560,000 in proceeds from loans payable, and $594,696 in advances from related parties, while making payments towards the principal of notes payable of $60,000, and loans payable of $6,548.

Off-balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to furnish information under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during our last fiscal quarter that have materially affected or are reasonably likely to materially affect these controls.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which we or our subsidiaries are a party or of which any of our or their property is the subject, nor, to the knowledge of the executive officers of the Company, are any such proceedings contemplated by any governmental authority.

There are no material proceedings to which any director, officer, or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate or security holder is a party adverse to the Company or any of our subsidiaries or in which any such person has a material interest adverse to the Company or any of our subsidiaries.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in our most recent Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Set forth below are securities we have sold or issued during the quarter ended June 30, 2014 and subsequent thereto through the date of this report that were not registered under the Securities Act, in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act or Regulation D of the Securities Act, and that we have not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K:

On May 19, 2014, the Company issued an aggregate of 20,000 shares of Common Stock to a consultant in payment of consulting services valued at $26,225.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

SSE is in default under certain 10% senior secured convertible notes issued in July and August 2013. The default is a result of not having paid the principal and interest due thereunder within 5 days of the applicable maturity dates in July and August 2014. As of the date of filing this report, an aggregate of $225,000 in principal amount of such notes is unpaid and in default and an aggregate of $20,890 in accrued interest on such notes is unpaid. In addition, SSE is past due on another 10% senior secured convertible note originally issued in July 2013 in the principal amount of $125,000. As of the date of filing this report, accrued but unpaid interest on this note totals $11,680. The holder of this note has agreed to forbear exercising any rights with respect to the note while the holder and SSET negotiate a restructuring of the note intended to extend the maturity date of the note to October 24, 2014. In addition, Bonan, the holder of a 10% senior secured convertible note originally issued in July 2013 in the principal amount of $150,000 has agreed to extend the maturity date of that note to July 2015 and that note is not in default but remains unpaid and outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

We have no disclosure applicable to this item.

ITEM 5. OTHER INFORMATION

The Company entered into short-term loans with Bonan in the following aggregate amounts: $137,221 in April 2014, $250,000 in May 2014, $132,029 in June 2014, $70,000 in July 2014 and $40,000 in August 2014 (through the date of filing this report). These loans represent advances to the Company, have no stated maturity date and are not interest-bearing loans.

ITEM 6. EXHIBITS

The following documents are filed as part of this report:

Exhibit No.		Description

2.1		Form of Securities Exchange Agreement by and among the Company, SSE and members of SSE dated October 8, 2013⁽¹⁾

3.1		Articles of Incorporation, as amended⁽²⁾

3.2		Certificate of Formation of SSE⁽¹⁾

3.3		Certificate of Formation of Starstream Films, LLC⁽¹⁾

3.4		Certificate of Formation of Starstream ELP, LLC⁽¹⁾

3.5		Certificate of Formation of SUAD Film, LLC⁽¹⁾

3.6		Bylaws⁽³⁾

3.7		Certificate of Formation of YHSSE LLC*

4.1		Certificate of Designations, Preferences, Rights and Limitations of Series A Preferred Stock⁽¹⁾

4.2		Form of Bridge Notes issued pursuant to an Amended and Restated Securities Purchase Agreement dated August 6, 2013⁽¹⁾

10.1		Limited Liability Company Agreement of YHSSE LLC*

31.1		Certification of our Chief Executive Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of our Chief Financial Officer, pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Statement of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)*

32.2		Statement of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)*

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

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)

Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 15, 2013.

(2)

Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 11, 2014.

(3)

Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-186079) filed with the SEC on January 17, 2013.

SIGNATURES

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, on August 19, 2014.

	By:	/s/ Kim Leadford
		Kim Leadford
		Chief Executive Officer

		/s/ Mark Corrao
		Mark Corrao
		Chief Financial Officer

Filing Compare · STARSTREAM ENTERTAINMENT, INC.