SC 13D 1 v325265_sc13d.htm FORM SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

GeneLink, Inc.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

36870F107

(CUSIP Number)

Jon A Marshall

3330 Willowfork Place

Katy, TX 77494

(713) 253-5473

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

Copies to:

September 28, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

	Name of Reporting Person
1
	Jon A Marshall
	Check the Appropriate Box if a Member of a Group
2
	(a) ¨
	(b) x
	SEC Use Only
3

	Source of Funds
4
	PF
	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
5
	¨
	Citizenship or Place of Organization
6
	Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		Sole Voting Power
	7
		41,666,667
		Shared Voting Power
	8
		-0-
		Sole Dispositive Power
	9
		41,666,667
		Shared Dispositive Power
	10
		-0-

	Aggregate Amount Beneficially Owned by Each Reporting Person
11
	41,666,667
	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
12
	¨
	Percent of Class Represented by Amount in Row 11
13
	13.0%
	Type of Reporting Person
14
	IN

Item 1.	Security and Issuer.

	Title:	Common Stock, $0.01 par value per share ("Common Stock")
	Issuer:	GeneLink, Inc. ("Issuer")
	Address:	8250 Exchange Dr. Suite 120 Orlando, FL 32809

Item 2.	Identity and Background.

	(a)	This Schedule 13D is filed on behalf of Jon A Marshall

	(b)	Mr. Marshall’s address is 3330 Willowfork Place Katy, TX 77494

	(c)	Mr. Marshall is currently retired

	(d)	During the last five years, Mr. Marshall has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

	(e)	Mr. Marshall has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

	(f)	Mr. Marshall is a citizen of the United States of America.

Item 3.	Source and Amount of Funds or Other Consideration.

	Funds for the purchase of the shares of Common Stock were derived from the personal funds of Mr. Marshall. A total of approximately $1,250,000 was paid to acquire the shares of Common Stock owned by Mr. Marshall.

Item 4.	Purpose of Transaction.

	Mr. Marshall acquired the shares of Common Stock for investment purposes.

The Reporting Persons do not have any current plan or proposal which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5.	Interest in Securities of the Issuer.

	(a)	As of September 28, 2012, Mr. Marshall beneficially owned 41,666,667 shares of Common Stock of the Issuer, or 13.0%.

	(b)	The Reporting Persons holds the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of all of the shares reported on this Schedule 13D.

	(c)	Not applicable

	(d)	Not applicable.

	(e)	Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

	None.

Item 7.	Material to be Filed as Exhibits.

	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 8, 2012

	/s/ Jon A Marshall
	Jon A Marshall