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EX-31.1 - CERTIFICATION - International Metals Streaming Corp.gsva_ex311.htm
EX-32.1 - CERTIFICATION - International Metals Streaming Corp.gsva_ex321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number 333-182629

GS VALET, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
45-5634033
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
4315 Lemac Drive
Houston, Texas
 
77096
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (732) 851-3527

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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
(Do not check if a smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of January 24, 2013, there were 6,475,000 shares of Common Stock, par value $0.0001 per share, outstanding.
 


 
 

 
 
     
Page
 
PART 1 – FINANCIAL INFORMATION      
         
Item 1.
Financial Statements:
     
 
Condensed Balance Sheets
    3  
 
Condensed Statements of Operations
    4  
 
Condensed Consolidated Statements of Cash Flows
    5  
 
Notes to Consolidated Financial Statements
    6-12  
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
    13  
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    19  
Item 4.
Controls and Procedures
    19  
           
PART II - OTHER INFORMATION        
           
Item 1.
Legal Proceedings
    21  
Item 1A.
Risk Factors
    21  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    21  
Item 3.
Defaults Upon Senior Securities
    21  
Item 4.
Mine Safety Disclosures
    21  
Item 5.
Other Information
    21  
Item 6.
Exhibits
    22  
           
SIGNATURES     23  

 
2

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
 
GS VALET, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2012 (UNAUDITED) AND SEPTEMBER 30, 2012 (AUDITED)

 
   
December 31,
2012
   
September 30,
2012
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
             
Cash
  $ 7,649     $ 6,428  
Prepaid insurance
    7,648       1,942  
Total Current Assets
    15,297       8,370  
                 
                 
TOTAL ASSETS
  $ 15,297     $ 8,370  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 5,664     $ 1,500  
Accrued expenses
    7,500       6,000  
Accrued interest
    1,730       1,359  
Loans payable - Insurance
    5,438       -  
Notes payable - Related party
    21,200       15,000  
Total current liabilities
    41,532       23,859  
                 
Notes payable-Related party
    -       1,200  
                 
TOTAL LIABILITIES
    41,532       25,059  
                 
COMMITMENTS AND CONTINGENCIES (Note 6)
    -       -  
                 
STOCKHOLDERS' DEFICIT
               
Preferred stock, $.0001 par value, 10,000,000 shares authorized,
               
     none issued and outstanding
    -       -  
Common stock, $0.0001 par value, 50,000,000 shares
               
     authorized; 6,475,000 shares issued and outstanding
    648       648  
Additional paid-in-capital
    9,652       9,652  
Accumulated deficit
    (36,535 )     (26,989 )
      (26,235 )     (16,689 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 15,297     $ 8,370  
 
The accompanying notes are an integral part of these financial statements
 
 
3

 
 
GS VALET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE  THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011, AND
INCEPTION (JUNE 15, 2011) THROUGH DECEMBER 31, 2012

 
   
For the Three Months Ended
   
Inception
(June 15, 2011)
Through
 
   
December 31,
2012
   
December 31,
2011
   
December 31,
2012
 
                   
Revenue
  $ 2,575     $ 170     $ 10,120  
                         
General and administrative expenses
    11,720       2,716       44,555  
                         
Income (Loss) from operations
    (9,145 )     (2,546 )     (34,435 )
                         
Other income (expense)
                       
Interest expense
    (401 )     (163 )     (2,005 )
                         
Net income (loss)
  $ (9,546 )   $ (2,709 )   $ (36,440 )
                         
Weighted Average Per Share:
                       
Weighted average per share - basic and dilutive
  $ (0.00 )   $ (0.00 )        
Weighted average shares outstanding - basic and dilutive
    6,475,000       2,554,348          
 
The accompanying notes are an integral part of these financial statements
 
 
4

 
 
GS VALET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE  THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011, AND
INCEPTION (JUNE 15, 2011) THROUGH DECEMBER 31, 2012

 
    For the Three Months Ended     Inception
(June 15, 2011)
Through
 
   
December 31,
2012
   
December 31,
2011
   
December 31,
2012
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
                   
Net income (loss)
  $ (9,546 )   $ (2,709 )   $ (36,535 )
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
                       
Stock based compensation
    -       550       550  
Changes in assets and liabilities:
                       
Prepaid expenses
    (5,706 )     (11,909 )     (7,648 )
Accounts payable
    4,164       -       5,664  
Notes payable
    5,438       8,790       5,438  
Accrued expenses
    1,871       163       9,230  
Net cash used in operating activities
    (3,779 )     (5,115 )     (23,301 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of property and equipment
    -       -       -  
Net cash provided by (used in)  investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from the sale of common stock
    -       -       9,750  
Proceeds from the issuance of notes
    5,000       7,500       23,700  
Repayments of notes
    -               (2,500 )
Net cash provided by financing activities
    5,000       7,500       30,950  
                         
INCREASE IN CASH
    1,221       2,385       7,649  
                         
CASH, BEGINNING OF PERIOD
    6,428       1,822       -  
                         
CASH, END OF PERIOD
  $ 7,649     $ 4,207     $ 7,649  
                         
Supplemental Information:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements
 
 
5

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
NOTE 1 – NATURE OF BUSINESS

Overview of Organization

GS Valet, Inc. (the "Company" or "GSValet") was incorporated in the state of Nevada on November 17, 2011.  On December 1, 2011, GSValet entered into an agreement with Garden State Valet, LLC, a New Jersey limited liability company ("Garden State Valet"), and the unitholders of Garden State Valet (the “Unitholders”) to purchase all of the outstanding units of Garden State Valet.  Garden State Valet was formed on June 15, 2011 (date of inception).

GSValet through its wholly owned subsidiary, Garden State Valet, is a premier full-service parking management company for New Jersey and the surrounding tri-state area.  The Company  provides premium valet parking for New Jersey’s hotels, restaurants, country clubs, retail centers, and for private events. The Company has a fiscal year end of September 30.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Significant accounting policies are as follows:

Basis of Presentation
 
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such statements are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2012 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission.
 
Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities
  
Principles of Consolidation

The consolidated financial statements include the accounts of GSValet, Inc and its wholly-owned subsidiary, Garden State Valet, LLC.  All material intercompany accounts and transactions are eliminated in consolidation. The financial statements have retroactively included the activity of Garden State Valet, LLC in the consolidated statements.  The year end for the Company and its subsidiary is September 30.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

 
6

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.    There were no cash equivalents as of December 31 and September 30, 2012.

Accounts Receivable, Trade

We follow ASC 310-10, Receivables.  Accounts receivable are balances due from customers upon rendering of services provided for in contracts.  These trade accounts receivable have a contractual maturity of one year or less. Receivables are determined to be past due based on payment terms of original invoices.  We do not typically charge interest on past due receivables.  There were no accounts receivable as of December 31 and September 30, 2012.

An allowance for doubtful accounts is established for amounts that may not be recoverable and is based on an analysis of individual customer credit worthiness and an assessment of current economic trends.  There were no accounts receivable allowances for doubtful accounts as of December 31 and September 30, 2012.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition.   Revenue is generated from providing the service of valet parking to corporate entities and individuals.  Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, our services have been provided, all significant contractual obligations have been satisfied, and collection is reasonably assured. No guarantees or warranties are provided for the services we render.  Due to the nature of the services provided and method of billing and collection we do not offer a refund policy.

Credit Risk

The Company charges fees for services provided for events.  General terms of events are payments in advance and payments on completion of services provided.  The Company does not typically issue credit terms, however may in the future.  As of December 31 and September 30, 2012 there were no payments in advance and no outstanding credit issued.

The Company has no history and has not experienced any refund requests or committed to any adjustments for services provided.  Insurance is carried for parking events for damages that may be incurred. The Company does not believe that there is any required liability to be recognized.

 Advertising Costs

No advertising costs were incurred for the three months ending December 31, 2012 and 2011.

Research and Development

The Company does not engage in research and development as defined in ASC Topic 730, “Accounting for Research and Development Costs.”

Share-based Expenses.

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options,  and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 
7

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

There were no share-based expenses for the periods ending December 31, 2012 and 2011.

Deferred Income Taxes and Valuation Allowance
 
The Company accounts for income taxes under ASC 740 “Income Taxes.”  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.  No deferred tax assets or liabilities were recognized as of December 31, 2012 and September 30, 2012, respectively.

Earnings Per Share 

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.  As of December 31, 2012 and September 30, 2012, there were no common stock equivalents or options outstanding.

Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, “Fair Value Measurements and Disclosures”,  defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·  
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
 
·  
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
·  
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
 
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 
8

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.  Related party transactions for the periods ended December 31 and September 30, 2012 totaled $21,200 and $16,200, respectively and were comprised of notes payable.

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of December 31 and September 30, 2012.

Recently Implemented Standards

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
 
 
9

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – INCOME TAXES

The Company has not made provision for income taxes for the period ended December 31, 2012 or for the period June 15, 2011 (date of inception) through December 31, 2011 since the Company has the benefit of net operating losses in these periods. 

Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as of December 31 and September 30, 2012 (see note 1).  The Company has incurred operating losses in the amount of $9,546,  $2,709 and $36,440 for the three months ending December 31, 2012 and 2011, and for inception (June 15, 2011) through December 31, 2012, respectively.  The net operating losses carryforwards will begin to expire in varying amounts from year 2031 subject to its eligibility as determined by respective tax regulating authorities.

The Company is subject to taxation in the United States and certain state jurisdictions.
 
 
10

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
NOTE 5 - NOTES PAYABLE, RELATED PARTY

Notes payable at December 31 and September 30, 2012 consisted of the following:
 
Issue Date
 
December 31, 2012
   
September 31, 2012
 
             
June 15, 2011
    1,200       1,200  
November 22, 2011
    5,000       5,000  
December 7, 2011
    2,500       2,500  
January 24, 2012
    2,500       2,500  
February 21, 2012
    5,000       5,000  
November 19, 2012
    5,000          
     Less Current Portion
               
    $ (21,200 )   $ (16,200 )
 
NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of December 31 and September 30, 2012.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations.
 
NOTE 7 – RELATED PARTY TRANSACTIONS

The Company utilizes space provided by the majority shareholder.  Rent expense for the three months ended December 31, 2012 and 2011 was $0.

The Company does not have an employment contract with its key employee, the Chief Executive.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

 
11

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
For the Three Months Ending December 31, 2012 (unaudited),
For the year ended September 30, 2012 (audited),
and from June 15, 2011 (inception) through December 31, 2012
 
NOTE 8 – EQUITY

Capital Stock

On November 17, 2011, the Company issued 5,000,000 of its $0.0001 par value common stock at $0.0001 per share for $500 cash to the founder of the Company.

On December 1, 2011, the Company issued 500,000 shares of common stock to the unitholders of Garden State Valet.  On June 13, 2012 the Company sold 975,000 shares of common stock through a Regulation D offering.  Shares were sold at $.01 per share and proceeds totaled $9,750.

There are 50,000,000 Common Shares at $0.0001 par value authorized with 6,475,000 shares and 6,475,000 shares issued and outstanding at December 31 and September 30, 2012, respectively.
 
NOTE 9 – SUBSEQUENT EVENTS
 
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred that require disclosure.
 
 
12

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

The following discussion and analysis summarizes the significant factors affecting our condensed consolidated results of operations, financial condition and liquidity position for the three months ended December 31, 2012. These financial statements should be read in conjunction with the financial statements of the Company for the year ended September 30, 2012 and notes thereto contained in the information filed as part of the Company’s Annual report on Form 10-K, which was filed with the Commission on December 24, 2012. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth and competition; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (“SEC”).
 
In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

We have commenced limited operations and while we do generate revenue we will require outside capital to implement our business model and continue to grow.

GS Valet, Inc. was incorporated in the State of Nevada on November 17, 2011. On December 1, 2011, GS Valet, Inc. and Garden State Valet, LLC entered into a Unit Purchase and Share Exchange Agreement whereby Garden State Valet, LLC became our wholly owned subsidiary. We currently operate through our wholly owned subsidiary, Garden State Valet, LLC, which was incorporated on June 15, 2011 in the State of New Jersey. We are a start-up valet parking company that specializes in providing valet parking services to businesses and individuals hosting special events.

We are a full-service valet parking management company. We are equipped to provide valet parking services for any special event and at any location. We work with local businesses, party planners, caterers in providing valet parking services. We offer our services to catering halls and private individuals for special events, as well as to local hotels and restaurants for every day needs. We strive to provide reliable services to these businesses, so that the use of our valet services provides a needed luxury at a reasonable cost.

 
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Over the next twelve months we hope to continue to grow and expand our network of contacts. We also hope that through these relationships we are able to enter into long-term contracts with hotels, restaurants, catering halls and country clubs to be their exclusive valet parking company. We have begun to develop these relationships and currently provide valet parking on a consistent but “as-needed” basis to a catering hall, a hotel, a restaurant and a few party planners/off-site caterers. We do not have any verbal or oral agreement in place with any event location, and as such, our locations may elect to terminate our services at any time in the future. We hope to be able to leverage these relationships and make other contacts in special event business to be able to provide valet parking to a number of different locations on a consistent basis.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations though the sale of our common stock and the issuance of promissory notes.

Our primary uses of cash have been primarily used for the purchase of liability insurance, which is necessary for the implementation of our business, as well as other start-up costs, including purchasing parking equipment and marketing our business. All funds received have been expended in the furtherance of growing the business and establishing our brand, obtaining valet parking jobs, and ensuring we have the necessary liability insurance required to operate our business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
 
 
o
An increase in working capital requirements to finance additional marketing efforts,
     
 
o
Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and

 
o
The cost of being a public company.

We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any matters that would have an impact on future operations.

 
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Our net revenues are not sufficient to fund our operating expenses. We had a cash balance of $7,649 at December 31, 2012. Since inception, we raised $10,300 from the sale of common stock and $23,700 from the issuance of promissory notes to fund our operating expenses, pay our obligations, and grow our company. Currently our “burn rate” for our business operations is approximately $800 per month which almost entirely consists of our insurance costs that are financed over a nine (9) month period. In addition to our operating expenses of $800 per month, we also expect to incur expenses of approximately $4,000 per quarter in order to remain in compliance with our reporting requirements as a public company. The $4,000 per quarter consists of preparing and filing our quarterly reports and paying our financial preparer, auditor, legal and EDGAR services. At that rate we believe our present capital will last approximately four (4) months. Other than our cash on hand and loans from third parties, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate that we will be profitable in 2013. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

Over the next twelve months, we plan on expanding our marketing efforts in order to be able to implement our business and secure additional valet parking jobs. In order to implement our business plan, we do not need additional capital to purchase additional uniforms or valet parking supplies (such as cones, key boxes, etc.). However, we do need capital to be able to continue to pay our liability insurance premium, as well as to advertise effectively and make sure that local restaurants, country clubs, catering halls, and private individuals know that we can provide the services they need. We have already begun implementing our plan by enrolling in MyWeddings.com as well as participating in our local ISES chapter. MyWeddings.com has already made us more visible for local couples seeking to obtain our services for their weddings.

Additionally, in the next six months, we intend to take the following steps to further our business plan:
 
-
Continue to pay our liability insurance premiums; and
-
Attend meeting and networking events to connect with special events coordinators and other party planners and caterers to grow our client base.

These steps are all being implemented to further our business plan and increase awareness of our valet parking services. It is expected that these steps will cost approximately $5,000. Our liability insurance covers us from November 21, 2012 to November 21, 2013. The annual premium is approximately $8,500 of which we financed $6,000 over nine months and paid an initial premium payment of $2,500 up front.
 
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 
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Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission.

We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Results of Operations
For the three month period ended December 31,
 
   
2012
   
2011
 
             
Revenue
 
$
2,575
   
$
170
 
General and Administrative Expenses
   
(11,720
)
   
(2,716
)
Loss from operations
   
(9,145
)
   
(2,546
)
Other income (expense)
               
Interest Expense
   
(401
)
   
(163
)
Net loss
 
$
(9,546
)
 
$
(2,709
)

For the three month period ended December 31, 2012 and 2011

Revenue

For the three months ended December 31, 2012, we had $2,575 in revenue as compared to $170 in revenue for the three months ended December 31, 2011. The increase in revenue can be attributed to our ability to continue to market our business and begin to create valuable contacts.
 
General and Administrative Expenses

For the three months ended December 31, 2012, our general and administrative expenses totaled $11,720 as compared to $2,716 for the three months ended December 31, 2011. The increase in general and administrative expenses was the result of increased operations. We also incurred increased expenses related to being a public company, including audit, legal and printing fees.

Net Loss

For the three months ended December 31, 2012, our net loss was ($9,546), or $0.00 per common share (basic and diluted) as compared to a net loss of $(2,709), or $0.00 per common share (basic and diluted) for the three months ended December 31, 2011. This increase in our net loss was directly attributable to the increase in general and administrative expenses that we incurred in the three months ended December 31, 2012 directly related to being a publicly reporting company.

Off-balance Sheet Arrangements

We had no off-balance sheet arrangements at December 31, 2012.

Contractual Obligations

We had no contractual obligations at December 31, 2012.

 
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Critical Accounting Policies and Estimates

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America. Critical accounting policies are as follows:

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Principles of Consolidation

The consolidated financial statements include the accounts of GSValet, Inc and its wholly-owned subsidiary, Garden State Valet, LLC. All material intercompany accounts and transactions are eliminated in consolidation. The financial statements have retroactively included the activity of Garden State Valet, LLC in the consolidated statements. The year end for the Company and its subsidiary is September 30.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is generated from providing the service of valet parking to corporate entities and individuals. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, our services have been provided, all significant contractual obligations have been satisfied, and collection is reasonably assured. No guarantees or warranties are provided for the services we render.

Credit Risk

The Company charges fees for services provided for events. General terms of events are payments in advance and payments on completion of services provided. The Company does not typically issue credit terms, however may in the future. As of September 30, 2012 and 2011 there were no payments in advance and no outstanding credit issued.

The Company has no history and has not experienced any refund requests or committed to any adjustments for services provided. Insurance is carried for parking events for damages that may be incurred. The Company does not believe that there is any required liability to be recognized.

 
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Property and Equipment

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using principally the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives to be used to calculate depreciation for principal items of property and equipment are as follow:
 
Asset Category
 
Depreciation/
Amortization Period
Furniture and Fixture
 
3 Years
Office equipment
 
3 Years
Leasehold improvements
 
5 Years

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.

As of December 31, 2012 there were no capitalized assets.

Share-based payments

Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The company may issue shares as compensation in the future periods for employee services.

The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

The company has not issued shares during the periods presented; however, it anticipates that shares may be issued in the future.

Income Taxes

Deferred income taxes are recognized based on the provisions of ASC Topic 740 Income Taxes for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) Topic 740-10-25 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740-10-25 supersedes guidance codified in ASC Topic 450, “Accounting for Contingencies”, as it relates to income tax liabilities and lowers the minimum threshold a tax position is required to meet before being recognized in the financial statements from “probable” to “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.

 
18

 
 
Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. The Company has recently adopted a policy of recording estimated interest and penalties as income tax expense and tax credits as a reduction in income tax expense.

The Company and its subsidiary did not file federal and applicable state income tax returns for the years ended September 30, 2011. Although the Company is incurring losses since its inception, the Company is obligated to file income tax returns for compliance with IRS regulations and that of applicable state jurisdictions. Management believes that the Company will not incur significant penalty and interest for non-filing of federal and state income tax returns, as well as, federal and state income tax liabilities, as applicable, for the years ended September 30, 2011. The Company is still in the process of determining the amount of net taxable operating losses eligible to be carried forward for federal and applicable state income tax purposes for the years ended September 30, 2011. The Company is still in the process of determining whether to file a consolidated tax return or a separate tax return for a holding company and its subsidiary. The Company has not made any provision for federal and state income tax liabilities that may result from this uncertainty as of September 30, 2011. Management believes that this will not have a material adverse impact on the Company’s financial position, its results of operations and its cash flows.

Earnings Per Share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of financial instruments, including cash, accounts payable and accrued expenses approximate fair value because of the relatively short maturity of the instruments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”)) as of the end of the period covered by this report. Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 
19

 
 
Based on the evaluation as of December 31, 2012, for the reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information 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.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2012, the Company determined that there were control deficiencies that constituted the following material weakness:
 
The Company does not have a functioning audit committee in place due to the lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
   
The Company does not have adequate segregation of duties consistent with control objectives; and
   
The Company has ineffective controls over period end financial disclosures and reporting processes.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
20

 
 
PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, 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. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no reportable events under this Item 3 during the quarterly period ended December 31, 2012.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

There were no reportable events under this Item 5 during the quarterly period ended December 31, 2012.
 
 
21

 

ITEM 6. EXHIBITS.

Exhibit No.
 
Description
     
31.1
 
Section 302 Certification of Chief Executive Officer.
     
32.1+
 
Section 906 Certification of Chief Executive Officer.
     
101.INC*
 
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 Labels Linkbase Document
     
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
__________
+ In accordance with SEC Release 33-8238, exhibit 32.1 is being furnished and not filed.

* 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.

 
22

 
 
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.
 
 
 
GS VALET, INC.
 
       
Date: January 24, 2013
By:
/s/ Neil Scheckter
 
   
Neil Scheckter
 
   
Chief Executive Officer,
Principal Accounting Officer and Director
 
 
 
 
 
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