UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2009 |
.
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[ ] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _________ |
Commission file number:000-53158
GOLD STAR TUTORING SERVICES, INC.
(Exact name of Registrant as specified in its charter)
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Florida (State or other jurisdiction of
incorporation or organization) | 26-1559146 (I.R.S. Employer Identification No.) |
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4111 NW 28th Way, Boca Raton, Florida (Address of principal executive offices) | 33434 (Zip Code) |
561-715-8800
(Registrant’s telephone number)
www.goldstartutors.net
(Registrant’s website address)
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X ] Yes [ ] No
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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check One:
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Large accelerated filer [ ] | | Accelerated filer: [ ] |
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Non-accelerated filer [ ] | | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock,
as of the latest practicable date:
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CLASS | NUMBER OF SHARES OUTSTANDING |
Common Stock, $0.001 par value | 12,100,000 as of October 15, 2009 |
DOCUMENTS INCORPORATED BY REFERENCE: none
Gold Star Tutoring Services, Inc.
TABLE OF CONTENTS
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| Page |
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS | 3 |
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Part I - FINANCIAL INFORMATION | |
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Item 1. Financial Statements | 4 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations | 14 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 15 |
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Item 4. Controls and Procedures | 15 |
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Part II- OTHER INFORMATION | |
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Item 1. Legal Proceedings | 16 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
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Item 3. Defaults Upon Senior Securities | 16 |
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Item 4. Submission of Matters to a Vote of Security Holders | 16 |
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Item 5. Other Information | 16 |
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Item 6. Exhibits | 16 |
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Signatures | 17 |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Report”) contains ‘‘forward-looking statements’’ that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are ‘‘forward-looking statements’’, including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’ 6;, ‘‘predicts’’, ‘‘potential’’, ‘‘continue’’, ‘‘expects’’, ‘‘anticipates’’, ‘‘future’’, ‘‘intends’’, ‘‘plans’’, ‘‘believes’’, ‘‘estimates’’ and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business. Furthermore, industry forecasts are likely to be inaccurate, especially over long periods of time. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
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our ability to attract and retain additional management;
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our growth strategies;
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anticipated trends in our business;
·
our future results of operations;
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our financial position, business strategy and objectives for future operations;
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our competition;
·
the ability of management to formulate our goals and execute our business plans to attain the goals;
·
general economic, technological, political and geopolitical factors that may negatively affect our business operations.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the heading ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’, and elsewhere in this report.
In this Quarterly Report on Form 10-Q, the words “Company,” “the Company”, “us”, “we” and “our” refer to Gold Star Tutoring Services, Inc., a Florida corporation, unless the context requires otherwise. References herein to the “Securities Act” shall mean the “Securities Act of 1933, as amended”; references herein to the “Exchange Act” shall mean the “Securities Exchange Act of 1934, as amended”.
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Part I - Financial Information
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| Page |
ITEM 1. Financial Statements. | |
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Balance Sheets, as of September 30, 2009 (Unaudited) and December 31, 2008 (Audited) | F-1 |
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Statements of Operations for the Three and Nine months ended September 30, 2009 and 2008; and for the period from December 10, 2007 (inception) to September 30, 2009 (Unaudited) | F-2 |
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Statement of Changes in Stockholders’ (Deficit) Equity for the period from December 10, 2007 (inception) to September 30, 2009 (Unaudited) | F-3 |
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Statements of Cash Flows for the Nine months ended September 30, 2009 and 2008, and for the period from December 10, 2007 (inception) to September 30, 2009 (Unaudited) | F-4 |
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Notes to Financial Statements | F-5 - F-9 |
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
BALANCE SHEETS
| | | | | | | | | | |
| | September 30, 2009 | | December 31, 2008 |
| | (Unaudited) | | (Audited) |
ASSETS | | | | |
Current Assets: | | | | |
Cash | $ | 1,519 | | $ | 19,758 |
TOTAL CURRENT ASSETS | $ | 1,519 | | $ | 19,758 |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | |
Current Liabilities: | | | | | |
Accounts Payable | $ | 3,625 | | $ | 10,000 |
TOTAL CURRENT LIABILITIES | | 3,625 | | | 10,000 |
| | | | | |
Stockholders’ (Deficit) Equity: | | | | | |
Preferred Stock -Series I, Convertible -$0.001 par value;
Authorized 3,000,000 Shares;
no shares issued and outstanding; | | -- | | | -- |
Preferred Stock - undesignated, No par value;
Authorized 2,000,000 Shares;
no shares issued and outstanding; | | -- | | | -- |
Common Stock, $0.001 par value; Authorized 60,000,000 Shares; issued and outstanding
12,100,000 and 2,400,000 shares, respectively | |
12,100 | | |
2,400 |
Additional Paid-In Capital | | 51,650 | | | 44,550 |
Deficit Accumulated During Development Stage | | (65,856) | | | (37,192) |
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY | | (2,106) | | | 9,758 |
TOTAL LIABILITIES AND
STOCKHOLDERS’ (DEFICIT) EQUITY | $ |
1,519 | | $ |
19,758 |
The accompanying notes are an integral part of these financial statements.
F -1
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | |
| Three Months Ended September 30, 2009 | Three Months Ended September 30, 2008 | Nine Months Ended September 30, 2009 | Nine Months Ended September 30, 2008 | Cumulative Period From December 10, 2007 (inception) To September 30, 2009 |
| | | | | |
Revenues | $ | 410 | $ | 1,870 | $ | 2,285 | $ | 2,720 | $ | 8,190 |
| | | | | | | | | | |
Expenses: | | | | | | | | | | |
Professional Fees | | 2,500 | | 2,000 | | 7,500 | | 14,000 | | 40,200 |
Rent | | 1,650 | | 900 | | 4,950 | | 1,800 | | 12,450 |
Utilities | | 450 | | 300 | | 1,350 | | 500 | | 3,350 |
Public stock costs | | 532 | | 235 | | 2,872 | | 235 | | 4,966 |
Document Preparation | | 2,250 | | 2,500 | | 2,885 | | 2,500 | | 7,885 |
Other Expenses | | 1,039 | | 1,610 | | 1,792 | | 5,071 | | 5,195 |
| | | | | | | | | | |
Total Expenses | | 8,421 | | 7,545 | | 21,349 | | 24,106 | | 74,046 |
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Net Loss | $ | (8,011) | $ | (5,675) | $ | (19,064) | $ | (21,386) | $ | (65,856) |
| | | | | | | | | | |
Net Loss Per Share - basic and diluted | $ | (0.00067) | $ | (0.00023) | $ | (0.00275) | $ | (0.0089) | $ | -- |
| | | | | | | | | | |
Weighted average number of shares outstanding, basic and diluted | | 12,033,211 | | 2,400,000 | | 6,922,418 | | 2,400,000 | | -- |
The accompanying notes are an integral part of these financial statements.
F -2
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 10, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2009
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| Stock | | Additional | | Deficit
Accumulated During | | Total |
| Preferred | | Common | | Paid-In | | Development | | Stockholders’ |
| Shares | | Amount | | Shares | | Amount | | Capital | | Stage | | (Deficit) Equity |
Common Stock issued for Services at $0.001 per share | -- | | $ | -- | |
1,800,000 | | $ |
1,800 | | $ | -- | | $ | -- | | $ | 1,800 |
Common Stock sold for Cash at prices from $0.001 to $0.10 per share | -- | | | -- | | 565,000 | | | 565 | | | 44,550 | | | -- | | | 45,115 |
Common Stock gifted for future trading at $0.001 per share | -- | | | -- | |
35,000 | | |
35 | | |
-- | | |
-- | | |
35 |
Net loss | -- | | | -- | | -- | | | -- | | | -- | | | (1,835) | | | (1,835) |
Balance - December 31, 2007 | -- | | | -- | | 2,400,000 | | | 2,400 | | | 44,550 | | | (1,835) | | | 45,115 |
Net Loss | -- | | | -- | | -- | | | -- | | | -- | | | (35,357) | | | (35,357) |
Balance - December 31, 2008 | -- | | | -- | | 2,400,000 | | | 2,400 | | | 44,550 | | | (37,192) | | | 9,758 |
| | | | | | | | | | | | | | | | | | |
Issuance of Stock for Stock Dividend May 29, 2009 | -- | | | -- | | 9,600,000 | | | 9,600 | | | -- | | | (9,600) | | | -- |
| | | | | | | | | | | | | | | | | | |
Capital cash contribution - June 23, 2009 | -- | | | -- | | -- | | | -- | | | 2,200 | | | -- | | | 2,200 |
| | | | | | | | | | | | | | | | | | |
Common Stock sold for Cash at $0.05 per share | -- | | | -- | | 100,000 | | | 100 | | | 4,900 | | | -- | | | 5,000 |
| | | | | | | | | | | | | | | | | | |
Net Loss for the nine months ending September 30, 2009 | -- | | | -- | | -- | | | -- | | | -- | | | (19,064) | | | (19,064) |
| | | | | | | | | | | | | | | | | | |
Balance - September 30, 2009 | -- | | $ | -- | | 12,100,000 | | $ | 12,100 | | $ | 51,650 | | $ | (65,856) | | $ | (2,106) |
The accompanying notes are an integral part of these financial statements.
F -3
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | |
| Nine Months Ended September 30, 2009 | Nine Months Ended September 30, 2008 | Cumulative For the period December 10, 2007 (inception) To September 30, 2009 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net Loss | $ | (19,064) | $ | (21,386) | $ | (65,856) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | |
Stock issued for consulting and promotion expenses | | -- | | -- | | 1,835 |
Changes in operating assets and liabilities: | | | | | | |
Increase (decrease) in accounts payable | | (6,375) | | 2,735 | | 3,625 |
| | | | | | |
Net Cash used in operating activities | | (25,439) | | (18,651) | | (60,396) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | |
Sale of Common Stock | | 5,000 | | -- | | 59,715 |
Capital Contributed by control shareholder | | 2,200 | | -- | | 2,200 |
| | | | | | |
Net cash provided by financing activities | | 7,200 | | -- | | 61,915 |
| | | | | | |
Net (decrease) increase in cash | | (18,239) | | (18,651) | | 1,519 |
| | | | | | |
Cash, beginning of period | | 19,758 | | 45,115 | | -- |
| | | | | | |
Cash, end of period | $ | 1,519 | $ | 26,464 | $ | 1,519 |
The accompanying notes are an integral part of these financial statements.
F -4
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 -(UNAUDITED)
Note 1 – Basis of Presentation
Organization.
Gold Star Tutoring Services, Inc. ("we", "us" or "our company") was incorporated in the State of Florida on December 10, 2007 primarily to engage in providing a wide range of tutoring services to underachieving students in the South Florida counties of Palm Beach, Broward and Miami-Dade.
Nature of Operations.
.
During the three months ending September 30, 2009 the Company provided minimal tutoring services by our President. We continue to seek either private or public financing to pursue our business plan - taking into account the current economic conditions. From our inception we have otherwise had limited operations including our initial share issuances, pre-incorporation planning, sale of shares to investors, the filing on April 8, 2008 with the SEC of our Exchange Act registration on Form 10-12g, and the filing of our initial registration under the Securities Act on form S-1 on November 6, 2008 - which registration was declared effective by the SEC as of November 20, 2008. The Company did not and will not receive any proceeds from the sale of shares by Selling Shareholders, when, as and if they sell any of their registered shares. As a reporting company with nominal assets and minimal business operations we are classified as a “shell 48; company under Exchange Act §12b-2. Until such time as we satisfy the conditions imposed under Rule 144(i)(2) our shareholders who own unregistered shares, or who may purchase unregistered shares in the future, shall not be eligible to use the exemption from registration provided by Rule 144. There is no assurance that the Company will ever be able to satisfy the Rule 144 conditions.
Development Stage Company
The Company is a development stage company as defined by FASB ASC 915Development Stage Entities. The Company is devoting substantially all of its present efforts to establishing a viable business. All losses accumulated since inception has been considered as part of the Company’s development stage activities.
Ability to Continue as a Going Concern.
Because the Company is a development stage company with minimal revenues, limited operations and limited assets there can be no assurance that upon implementing our business plan, we will be successful; or that we will start producing sufficient revenues to maintain our operations. The Company's ability to execute its business plan will depend on its ability to obtain additional funding and achieve a profitable level of operations. There can be no assurance that sufficient funding will be obtained. Nor can the Company give any assurance that it will generate substantial revenues or that its business operations will prove to be profitable. The foregoing matters raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.
The Company raised its initial working capital through the sale of Common shares to four individuals, in non-public transactions pursuant to Sections 4(2) of the Securities Act of 1933, as amended. Management’s efforts to raise additional working capital through an initial public offering have been dampened by the severe negative general economic conditions. We continue to evaluate our ability to seek additional private funding, through equity and or debt financing.
F-5
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009(UNAUDITED)
Note 1 – Basis of Presentation (continued)
Interim Financial Statements.
The unaudited interim financial statements as of September 30, 2009, for the nine months and the three months ended September 30, 2009 and the cumulative period from December 10, 2007 (inception) to September 30, 2009 have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The company believes that the disclosures pr ovided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2008 and for the period from December 10, 2007 (inception) to December 31, 2007 as disclosed in the Company’s revised Annual Report on Form 10-K/A-2, as filed with the SEC on October 5, 2009. The results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2009.
Revenue Recognition
Revenue is recognized when all of the following have occurred: (1) the Company has entered into an arrangement with a customer; (2) delivery of service has occurred; (3) the customer fee is fixed or determinable and free of contingencies and significant uncertainties; and (4) the fee has been collected or is probable of being collected.
Use of Estimates
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740,Income Taxes. FASB ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.
FASB ASC 740-10 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement and classification of amounts relating to uncertain tax positions, accounting for and disclosure of interest and penalties, accounting in interim periods, disclosures and transition relating to the adoption of the new accounting standard. FASB ASC 740-10 is effective for fiscal years beginning after December 15, 2006. The Company adopted FASB ASC 740-10 as of January 1, 2008, as required, and determined that the adoption of FASB ASC 740-10 did not have a material impact on the Company’s financial position and results of operations.
F-6
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009(UNAUDITED)
Note 1 – Basis of Presentation (continued)
Cash: Concentration of Credit Risk
We maintain our cash in a bank deposit account, which is federally insured.
Net Loss Per Share
The Company follows FASB ASC 260,Earnings per Share, in calculating the basic and diluted loss per share. We compute basic loss per share by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share considers the effect of common equivalent shares. There were no common share equivalents at September 30, 2009 or 2008.
Fair Value of Financial Instruments
The carrying values of the Company's financial instruments, including cash and accounts payable, approximate their fair value because of their relatively short maturities.
Recent Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10.Subsequent Events. ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. We adopted ASC 855-10 for the quarter ending September 30, 2009. Adoption did not have a material impact on our consolidated financial statements.
In June 2009, the FASB issued FASB ASC 105Generally Accepted Accounting Principles, which establishes the FASB Accounting Standards Codification as the sole source of authoritative generally accepted accounting principles. Pursuant to the provisions of FASB ASC 105 the Company has updated references to GAAP in its financial statements issued for the period ended September 30, 2009. The adoption of FASB ASC 105 did not impact the Company’s financial position or results of operations.
Note 2. - Provision For Income Taxes
FASB ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company's historical operating performance and the reported cumulative net losses in prior years, the Company has provided a full valuation allowance against its net deferred tax assets.
Utilization of some of the net operating loss carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation may result in the expiration of net operating loss carryforwards before
F-7
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009(UNAUDITED)
Note 2. - Provision For Income Taxes (continued)
utilization. The net operating loss carryforwards of approximately $65,000 as of September 30, 2009 will expire on various dates in 2029. The Company is taxable as a C Corporation under the Internal Revenue Service Code. Significant components of the Company’s deferred tax assets and liabilities for federal and state tax purposes are as follows:
| | |
| September 30, 2009 |
Total deferred tax asset | $ | 24,000 |
Valuation allowance | | (24,000) |
Net deferred tax asset | $ | -0- |
Note 3 - Stockholders’ Equity.
On May 29, 2009 the Board of Directors declared a 400% stock dividend payable to shareholders of record on that date. This action increased the issued and outstanding shares from 2,400,000 shares to a total of 12,000,000, effective immediately.
On June 22, 2009 the Board accepted the capital contribution of the cash sum of $2,200 from our corporate Secretary, a director and control shareholder. No additional shares have been granted or made issuable pursuant to the latter contribution. Further, to help the Company obtain working capital, the Board contemporaneously approved the sale of up to 2,000,000 shares of authorized and unissued common shares, at a price to be determined.
In July 2009 the Company sold 100,000 unregistered common shares for the sum of $5,000 to a private investor. The shares cannot be resold in the public market until such time as they are the subject of an effective SEC Registration Statement, or the Company has ceased being a §12b-2 “shell” company under the provisions of Rule 144.
Note 4 - Related Party Transactions.
The Company operates from the residence of its controlling shareholders. There was no compensation paid to officers of the Company during the period covered by these financial statements. Effective as of May 1, 2008, the Board of Directors approved a Resolution to pay to the principal shareholders and officers a monthly rent of $550 plus $150 for utilities and use of computer equipment, in consideration of the use of their residence for operations of the Company, including providing facilities for use, as required, in rendering tutoring services to clients. This arrangement is subject to cancellation without notice or penalty. Currently Mindy Kline, our President provides all of the tutoring services rendered by the Company, in exchange for expense reimbursement. We anticipate that at some point in time, she will receive monetary compensation for her future services when rendered, as the Board of Directors shall determine.
F-8
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009(UNAUDITED)
Note 5 - Incentive Stock Option and Stock Issuance Plan.
The Company established an Incentive Stock Issuance Plan (the “Plan”) to provide eligible persons in the Company’s employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest in the Company as an incentive to remain with the Company. The Plan is divided into two equity programs: (1) the option grant program under which eligible persons may be granted options to purchase common stock and (2) the stock issuance program under which eligible persons may be issued shares of common stock directly, either through the immediate purchase of such shares or as a bonus for services rendered to the Company. The Company’s Board of Directors shall fix the exercise price per share and terms at the time of the option grant.
The maximum number of shares, which may be issued under the Plan, shall not exceed 1,000,000 shares. The Board of Directors has not authorized the issuance of any stock options or common shares pursuant to the Plan as of the date of the financial statements.
F-9
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results Operations.
Gold Star Tutoring Services, Inc., (“Gold Star”, "GST", "We", "Our" or “the Company") was organized under the laws of the State of Florida on December 10, 2007; and is presently a developmental stage enterprise with minimal operating history.
We are in the initial stage of developing an educational instructional tutoring service- initially in Palm Beach County, Florida. We have reservedwww.goldstartutors.net for our Company website to be used for advertising and promotional purposes as well as to offer specialized educational programs and instructional aids.
We currently have no employees, and are dependent solely upon the efforts, abilities, business generation capabilities and project execution of our two executive officers to conduct our business and generate revenues; if we lose the services of either or both of them it could severely affect our ability to fully develop our educational tutoring business.
Our plan is to offer individualized tutoring to students from pre-school through high school offering FCAT and SAT preparation. We expect to offer services to both the general and special education student populations. The company’s services will be provided by highly trained and experienced teachers and former teachers who are trained, qualified and in some cases certified in the specific educational areas that are required by the students. Tutoring will be done from the company’s office as well as our by staff and management making house calls to best meet the individual student’s needs.
We have limited funding at the present time, and expect that future expansion of the services which we anticipate offering will require significant private and or public financing, in the form of debt and or equity capital. Pending attaining a sufficient level of working capital we expect to conduct operations on a small scale, i.e., with a minimal number of tutors available to provide basic tutoring services in our target market.
As a development stage entity, we have had minimal revenues since our inception. As we anticipated we received minimal operating revenues during this report period.
Our plan of operation has been to:
1.
Seek additional private and or public working capital financing;
2.
Maintain our 12g “reporting” status in an effort to create a trading market for our shares – in order to enhance our ability to raise working capital funding, and to attract and retain qualified tutors and other employees;
3.
Develop our proprietary Internet website.
4.
Develop our marketing plan to advertise and promote our tutoring services, among teaching professionals and our targeted client base.
We anticipate as our working capital position is enhanced that we will begin to conduct our tutoring operations from either a retail storefrontLearning Center, or an office location in Palm Beach County, Florida. Whether we acquire an operating facility or create our own, we expect that it will be a modern and attractive technologically equipped atmosphere, which enables students to have a positive experience while augmenting their learning abilities.
Taking into account the current economic and market conditions we continue to evaluate the likelihood of our conducting a registered initial public offering of our common stock during 2009. No assurances are intended that any private or public funding will be available to us, or if available that it would be available on terms favorable to us. Our inability to raise the required working capital funds will prevent us from effectuating the proposed marketing efforts, and may cause us to cease operations.
14
There are many individuals, firms, and other business entities, that are engaged in the private educational tutoring services business. Based upon available financing for advertising, marketing and promotion of services, the number of persons in management and other employees, combined with the experience of conducting a successful tutoring business renders us as an insignificant entity in our chosen business and we expect that we shall remain so for the near future.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting estimates – The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recent accounting pronouncements– We have considered recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.
As a fully reporting company under the Exchange Act we are obligated to provide our shareholders with audited annual reports on Form 10-K and unaudited reviewed quarterly statements on Form 10-Q. As soon as our website is operating we intend to make all reports filed by us available; they are currently available on the SEC's website (www.sec.gov); and such reports will be available at the SEC's Public Reference Room at 100 F Street, NE Washington, DC 20549.The public may obtain information regarding operation of the Public Reference Room by calling 1 800-SEC-0330.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
We do not invest, either for trading or any other purpose, in market risk sensitive instruments of any kind.
Item 4.
Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q were effective at a reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There was no change in our internal control over financial reporting during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management does not expect that our disclosure controls and procedures will prevent or detect all errors or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, but not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur.
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PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
There are no legal proceedings pending by or against us; nor do we know of any contemplated actions.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
During July 2009 we sold to one investor, a total of 100,000 Unregistered common shares for the per share price of $0.05. These shares may not be resold or transferred under Rule 144 at the present time because of the prohibition placed on §12b-2 “shell” companies by Rule 144 (as currently in effect). Therefore Rule 144 is not available for use by the shareholders of Gold Star.
Item 3.
Defaults Upon Senior Securities.
We have no outstanding senior securities and therefore have no such securities in default.
Item 4.
Submission of Matters to a Vote of Security Holders.
In lieu of holding the Annual Meeting (in order to conserve corporate funds) as of August 12, 2009 the holders of 9,500,000 shares, representing approximately 79% of the shares entitled to vote, executed a written consent pursuant to Florida Statutes. By this consent, Mindy Kline and Robert Kline were reappointed to serve as the Directors of the Company. The consent also approved the appointment of the auditing firm of Mallah Furman (successor to Berkovits & Co.) to conduct the annual audit of our Financial Statements for the fiscal year ending December 31, 2009 as well as to review our quarterly Form 10-Q financial statements through September 30, 2010.
We have filed an SEC Form 14C Information Statement reporting this corporate action and the actions which were authorized shall not take effect until at least 20 days have elapsed from the distribution to shareholders of the Form 14C – Information Statement.
Item 5.
Other Information.
We became a fully reporting company under the Securities Exchange Act in June 2008, pursuant to our voluntarily filing of SEC Form 10-12g in April 2008. Thereby obligating the Company to timely file quarterly on Form 10-Q and annual reports on Form 10-K. In July, 2009, Glendale Securities, Inc. of Sherman Oaks, California began making a market in our Common shares, initiating trading on the OTC Bulletin Board under the symbol GSTZ.
In June 2009 the Board accepted the capital contribution of the cash sum of $2,200 from our corporate Secretary, director and control shareholder. No additional shares have been granted or made issuable as a result of this transaction. Further, to help the Company obtain working capital, the Board contemporaneously approved the sale of up to 2,000,000 shares of authorized but unissued common shares, at a price to be determined.
Item 6.
Exhibits.
Exhibit
Description
31.01
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.02
Certification of the Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.01
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02
Certification of the Treasurer pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, Gold Star Tutoring Services, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| GOLD STAR TUTORING SERVICES, INC. |
| |
| |
Date: November 12, 2009 | By: | /s/ Mindy Kline |
| | Mindy Kline |
| | Chief Executive Officer |
In accordance with the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Gold Star Tutoring Services, Inc. and in the capacities and on the dates indicated have signed this report below:
| | | | |
SIGNATURE | | CAPACITY | | DATE |
| | | | |
/s/ Mindy Kline | | Chief Executive Officer | | November 12, 2009 |
Mindy Kline | | President | | |
| | | | |
| | | | |
/s/Robert M. Kline | | Secretary and Treasurer | | November 12, 2009 |
Robert M. Kline | | Principal Accounting and Chief Financial Officer | | |
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