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EX-32.1 - CERTIFICATION - Environmental Packaging Technologies Holdings, Inc.gsvalet_ex321.htm
EX-31.1 - CERTIFICATION - Environmental Packaging Technologies Holdings, Inc.gsvalet_ex311.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 March 31, 2013

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 May 7, 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
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
   
13
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   
17
 
Item 4.
Controls and Procedures
   
17
 
           
PART II – OTHER INFORMATION
       
           
Item 1.
Legal Proceedings
   
18
 
Item 1A.
Risk Factors
   
18
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
18
 
Item 3.
Defaults Upon Senior Securities
   
18
 
Item 4.
Mine Safety Disclosures
   
18
 
Item 5.
Other Information
   
18
 
Item 6.
Exhibits
   
19
 
           
SIGNATURES
   
20
 
 
 
2

 


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
 
GS VALET, INC.
           
CONSOLIDATED BALANCE SHEETS
           
AS OF MARCH 31, 2013 (UNAUDITED) AND SEPTEMBER 30, 2012 (AUDITED)
       
             
             
   
March 31,
2013
   
September 30,
2012
 
   
(Unaudited)
   
(Audited)
 
             
ASSETS
             
  Cash
  $ 2,579     $ 6,428  
  Prepaid insurance
    5,433       1,942  
  Accounts receivable
    1,950       -  
     Total Current Assets
    9,962       8,370  
                 
TOTAL ASSETS
  $ 9,962     $ 8,370  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES
               
   Accounts payable
  $ 3,262     $ 1,500  
   Accrued expenses
    9,000       6,000  
   Accrued interest
    2,254       1,359  
   Loans payable - Insurance
    3,303       -  
   Notes payable - Related party
    23,700       16,200  
    Total current liabilities
    41,520       25,059  
                 
TOTAL LIABILITIES
    41,520       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
    (41,857 )     (26,989 )
      (31,557 )     (16,689 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 9,962     $ 8,370  
 
The accompanying notes are an integral part of these financial statements
 
 
3

 
 
GS VALET, INC.
                             
CONSOLIDATED STATEMENTS OF OPERATIONS
                         
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2013 AND 2012, AND
                   
INCEPTION (JUNE 15, 2011) THROUGH MARCH 31, 2013
                         
                               
                           
Inception
 
                           
(June 15, 2011)
 
   
For the Three Months Ended
   
For the Six Months Ended
   
Through
 
   
March 31, 2013
   
March 31, 2012
   
March 31, 2013
   
March 31, 2012
   
March 31, 2013
 
                               
Revenue
  $ 3,425     $ 350     $ 6,000     $ 520     $ 13,545  
                                         
General and administrative expenses
    8,132       5,923       19,853       12,378       52,688  
                                         
Income (Loss) from operations
    (4,707 )     (5,573 )     (13,853 )     (11,858 )     (39,143 )
                                         
Other income (expense)
                                       
  Interest expense
    (520 )     (248 )     (1,016 )     (495 )     (2,715 )
                                         
Net income (loss)
  $ (5,227 )   $ (5,820 )   $ (14,868 )   $ (12,353 )   $ (41,857 )
                                         
Weighted Average Per Share:
                                       
   Weighted average per share - basic and dilutive
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
   Weighted average share outstanding - basic and dilutive
    6,475,000       5,516,484       6,475,000       4,049,451          
 
The accompanying notes are an integral part of these financial statements
 
 
4

 
 
GS VALET, INC.
                 
CONSOLIDATED STATEMENTS OF CASH FLOWS
             
FOR THE SIX MONTHS ENDED MARCH 31, 2013 AND 2012, AND
             
INCEPTION (JUNE 15, 2011) THROUGH MARCH 31, 2013
             
                   
               
Inception
 
   
For the Six Months Ended
   
(June 15, 2011)
 
   
Through
 
   
March 31, 2013
   
March 31, 2012
   
March 31, 2013
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
                   
  Net income (loss)
  $ (14,868 )   $ (12,353 )   $ (41,857 )
  Adjustments to reconcile net income to net cash
                       
    provided by (used in) operating activities:
                       
      Stock based compensation
    -       (50 )     550  
  Changes in assets and liabilities:
                       
   Prepaid expenses
    (3,491 )     (4,084 )     (5,433 )
   Accounts receivable
    (1,950 )     -       (1,950 )
   Accounts payable
    1,762       495       3,262  
   Notes payable
    3,303       4,753       3,303  
   Accrued expenses
    3,895               11,254  
          Net cash used in operating activities
    (11,349 )     (11,239 )     (30,871 )
                         
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
    -       1,800       9,750  
      Proceeds from the issuance of notes
    7,500       12,500       26,200  
      Repayments of notes
    -               (2,500 )
          Net cash provided by financing activities
    7,500       14,300       33,450  
                         
INCREASE IN CASH
    (3,849 )     3,061       2,579  
                         
CASH, BEGINNING OF PERIOD
    6,428       1,822       -  
                         
CASH, END OF PERIOD
  $ 2,579     $ 4,883     $ 2,579  
                         
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
As of March 31, 2013 (unaudited),
 
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 consolidated 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, these consolidated, condensed 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 adjustments are of a normal recurring nature. These consolidated, condensed financial statements should be read in conjunction with the consolidated 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 (the “SEC”).

The results of operations for the 6-month period ended March 31, 2013 are not necessarily indicative of the results for the full fiscal year ending September 30, 2013.

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.
 
 
6

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
As of March 31, 2013 (unaudited),

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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents totaled $9,962 for the month ended March 31, 2013 and $8,370 for the fiscal year ended 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.  We had an accounts receivable of $1,950 as of March 31, 2013 and did not have any accounts receivable as of 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 allowances for doubtful accounts as of March 31, 2013 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.
 
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.
 
 
7

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
As of March 31, 2013 (unaudited),

Advertising Costs

No advertising costs were incurred for the Six months ending March 31, 2013 and 2012.

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).

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 six months ending March 31, 2013 and 2012.

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 March 31, 2013 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 March 31, 2013 and September 30, 2012, there were no common stock equivalents or options outstanding.
 
 
8

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
As of March 31, 2013 (unaudited),

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.

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 March 31, 2013 and September 30, 2012 totaled $23,700 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 March 31, 2013 and September 30, 2012.

Recently Implemented Standards

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.
 
 
9

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
As of March 31, 2013 (unaudited),

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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 March 31, 2013 or for the period through March 31, 2013, 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 March 31, 2013 and September 30, 2012 (see note 1). The Company has incurred operating losses in the amount of $14,868,  $12,353 and $36,535 for the six months ending March 31, 2013 and 2012, and for inception (June 15, 2011) through March 31, 2013, respectively. The net operating losses carryforwards will begin to expire in 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
As of March 31, 2013 (unaudited),
 
NOTE 5  NOTES PAYABLE, RELATED PARTY

Notes payable at March 31, 2013 and September 30, 2012 consisted of the following:
 
Issue Date
 
March 31,
2013
   
September 30,
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          
March 28, 2013
    2,500          
Less Current Portion
  $ (23,700 )   $ (16,200 )
Total Amount
  $ 23,700     $ 16,200  

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company utilizes space provided by the majority shareholder.  Rent expense for the six months ended March 31, 2013 and 2012 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.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of March 31, 2013 or 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.
 
 
11

 
 
GS VALET, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
As of March 31, 2013 (unaudited),

NOTE 8 – EQUITY

Common 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 issued and outstanding at March 31, 2013 and September 30, 2012.

Preferred Stock

There are 10,000,000 shares of preferred stock authorized to be issued. None of the preferred shares have been designated nor issued.
 
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 and six months ended March 31, 2013. 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.

Our net revenues are not sufficient to fund our operating expenses. We had a cash balance of $2,579 at March 31, 2013. Since inception, we raised $10,300 from the sale of common stock and $33,700 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.
 
 
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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.
 
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 March 31,
 
   
2013
   
2012
 
             
Revenue
 
$
3,425
   
$
350
 
General and Administrative Expenses
   
8,132
     
5,923
 
Loss from operations
   
(4,707
)
   
(5,573
)
Other income (expense)
               
Interest Expense
   
(520
)
   
(248
)
Net loss
 
$
(5,227
)
 
$
(5,820
)

For the three month period ended March 31, 2013 and 2012

Revenue

For the three months ended March 31, 2013, we had $3,425 in revenue as compared to $350 in revenue for the three months ended March 31, 2012 which was an increase of $3,075 or 878.57%. The increase in revenue can be attributed to our ability to continue to market our business and begin to create valuable contacts. Specifically, in March 2013, we began to provide valet services to a restaurant/catering hall on a regular weekly basis. This has led to an increase in revenue.
 
 
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General and Administrative Expenses

For the three months ended March 31, 2013, our general and administrative expenses totaled $8,132 as compared to $5,923 for the three months ended March 31, 2012 which was an increase of $2,209 or 37.29%. The increase in general and administrative expenses was the result of increased operations and increase expenses due to servicing our new regular client. We had to pay for additional drivers and purchase new valet parking equipment for our new valet location.

Net Loss

For the three months ended March 31, 2013, our net loss was ($5,227), or $0.00 per common share (basic and diluted) as compared to a net loss of $(5,820), or $0.00 per common share (basic and diluted) for the three months ended March 31, 2012 which is a decrease in net loss of $593 or 10.1%. This decrease in our net loss was directly attributable to the increase in our revenues due to our new regular valet client.

Off-balance Sheet Arrangements

We had no off-balance sheet arrangements at March 31, 2013.

Contractual Obligations

We had no contractual obligations at March 31, 2013.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.  On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2012 Annual Report on Form 10-K.

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.
 
 
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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.
 
Based on the evaluation as of March 31, 2013, 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 March 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,
   
Management is dominated by a single individual.

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.
 
 
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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 March 31, 2013.

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 March 31, 2013.
 
 
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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.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 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.
 
 
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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: May 14, 2013
By:
/s/ Neil Scheckter
 
   
Neil Scheckter
 
   
Chief Executive Officer,
Principal Accounting Officer and Director
 
 
 
 
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