UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-12g
GENERAL FORM FOR REGISTRATION OF SECURITIES
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
Gold Star Tutoring Services, Inc.
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(Name of Small Business Issuer in its charter)
Florida 26-1559146
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(State of Incorporation) (IRS Employer
Identification number)
4111 NW 28th Way Boca Raton, FL 33434
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(Address and Zip Code of
principal executive offices)
(561) 988-0708 * (561) 866-5566
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(Issuer's telephone number)
www. goldstartutors.net
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(Registrant's Internet Website)
copy to:
Stewart A. Merkin, Esq.
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444 Brickell Avenue
Miami, FL 33131
(305) 357-5556
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
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(Title of Class)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
80or 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:
Large accelerated filer [ ] Accelerated filer: [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Gold Star Tutoring Services, Inc.
TABLE OF CONTENTS
Page
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Item 1. Description of Business
(a) Business Development
1. Formation of Gold Star Tutoring Services, Inc. 4
(b) Business of Issuer
1. Principal Products and Services
2. Market
3. Services
4. Competition
5. Sources of Supply
6. Major Customers
7. Patents, Trademarks, Licenses, etc.
8-9. Government Regulation and Approval
10. Research and Development
11. Environmental Compliance
12. Employees
(c) Reports to Shareholders
Item 2. Financial Information. 8
Item 3. Description of Property. 8
Item 4. Security Ownership of Certain Beneficial Owners and
Management. 8
Item 5. Directors and Executive Officers. 9
Item 6. Executive Compensation. 9
Item 7. Certain Relationships and Related Transactions. 10
Item 8. Legal Proceedings. 11
Item 9. Market Price of, and Dividends on Registrants Common
Equity and Related Stockholder Matters. 11
Item 10. Recent Sales of Unregistered Securities. 12
Item 11. Description of Registrant's Securities Being
Registered. 13
Item 12. Indemnification of Directors and Officers. 14
Item 13. Financial Statements and Supplementary Data. 15
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 25
Item 15. Financial Statements and Exhibits. 25
Index to Exhibits
Description of Exhibits
2
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Registration on Form 10-12g (the "Registration") 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", "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:
* our ability to attract and retain additional management;
* our growth strategies;
* anticipated trends in our business;
* our future results of operations;
* the impact of government regulation;
* our financial position, business strategy and objectives for
future operations;
* 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 headings ``Risk factors'', ``Management's
discussion and analysis of financial condition and results of
operations'', ``Business'' and elsewhere in this report.
In this Registration Statement on Form 10-12g, 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".
3
ITEM 1. DESCRIPTION OF BUSINESS.
(a) Business Development.
Formation of Gold Star Tutoring Services, Inc.:
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 no operating history.
(b) Business of Issuer:
Principal Products and Services. GST is in the initial stage of
developing an educational instructional tutoring service-
initially in Palm Beach County, Florida. We have reserved
www.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, Mindy Kline and Robert
Kline to conduct GST's 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.
Mr. Kline is currently devoting a minimum of twenty hours per
week to the affairs of GST.
GST will offer individualized tutoring to students from pre-
school through high school. It will 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.
Pre-School Tutoring:
Our focus will include the following subjects:
1. Pre-Reading Skills: Learning to recognize the upper and
lowercase letters, sequencing, sound/symbol relationship,
as needed.
2. Pre-Arithmetic: counting, number recognition, and one to
one correspondence
3. Handwriting: letter formation, using Handwriting Without
Tears, a unique writing program, designed by an
occupational therapist.
4. Sequencing
5. Fine Motor Skills: stringing, cutting with scissors,
buttoning, zippers.
6. Auditory and Visual Processing Skills
Elementary School Tutoring:
Our focus will include the following developmental and learning
arenas:
1. Phonics: sound/symbol relationship, using Orton Gillingham,
a multi-sensory approach to phonics. The Orton-Gillingham
teacher introduces the elements of the language
systematically. Students begin by reading and writing
sounds in isolation. Then they blend the sounds into
syllables and words. Students learn the elements of
language, e.g., consonants, vowels, digraphs, blends, and
diphthongs, in an orderly fashion. They then proceed to
advanced structural elements such as syllable types, roots,
and affixes. As students learn new material, they continue
to review old material to the level of automaticity. The
teacher addresses vocabulary, sentence structure, composition,
and reading comprehension in a similar structured, sequential,
and cumulative manner.
4
2. Reading Comprehension: main Idea, reading for details,
author's purpose, fact and opinion.
3. Arithmetic: addition, subtraction, multiplication, division,
money, time, using a time line, word problems, and critical
thinking skills.
4. Composition Writing: paragraph and essay composition, using
Framing Your Thoughts, a multi-sensory approach to sentence
and paragraph structure.
5. Handwriting: manuscript and cursive
6. Test Taking Strategies.
7. Organizational and Study skills.
Middle School and High School Tutoring: will be customized to
match the students course load, as well as remediation where
needed. Emphasis will be placed on study and organizational
skills. We expect to offer FCAT and SAT preparation.
Special Education Student Services: Attending Individualized
Educational Program (I.E.P.) meetings and making any necessary
recommendations for special accommodations or modifications.
Employing techniques designed specifically for students with
special needs. Special needs students will include learning
disabled, attention deficit disorder, autism, Aspergers and
mentally handicapped. Tutors will coordinate with other
specialists (occupational, physical, speech) as needed.
Marketing: Gold Star will market its tutoring services to local
public and private schools. We will meet with professionals at
the schools including teachers, principals and guidance
counselors. We anticipate that we will also market to specialists
in the field such as Occupational Therapists, Physical Therapists
and Speech-Language Therapists within the community. The initial
marketing plan will be to focus on the staff's wealth of contacts
and experience within the Palm Beach County School District.
Sales and marketing brochures describing all the company's
services will be distributed to above-mentioned groups of
professional educators and specialists as well as to other
individuals who can refer students to the company.
GST will employ tutors with experience in teaching the specific
subjects assigned to them. The company will make every effort to
assure that its staff interacts whenever possible with the
student's current teachers offering continual progress reports.
Advertising: In its initial stage the company will use print as
its primary advertising medium. It will concentrate on local
publications distributed in the Palm Beach County area. In
addition, the company will advertise in school newspapers,
magazines, and newsletters. It will also utilize select trade
publications.
The Internet: The company intends to create an interactive
website that will be used as a marketing device and as a teaching
tool. Software programs for many different subjects and age
groups will be loaded onto the website and occasionally utilized
by the students as both a learning device and for homework
assignments. With this in mind, the company has reserved the
website address www. Goldstartutors.net.
Our Customer Markets:
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Customers/Clients. Our initial primary market includes the school
population within the target area for our services, i.e., Palm
Beach County, Florida.
5
Distribution Methods of the products or services. We expect to
employ a variety of generally accepted marketing methods for
advertising and promoting GST's tutoring services, including
direct mail, Internet "Opt-in" email, telephone and targeted
media advertising and promotion of our proprietary website.
Status of publicly announced new product or services.
GST has not made any public disclosures or announcements of any
proposed products or services. Presently there are no such
products or services other than as disclosed in this registration
statement.
Competitive business conditions.
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 GST is presently an
insignificant entity in our chosen business the we expect that we
shall remain so for the near future.
Dependence on one or a few major customers.
Presently being in the development stage, GST has no clients or
customers. We have no reasonable criteria to predict whether or
not we will become dependent on one or but a few major customers
for future revenues.
Patents, Trademarks, Licenses, etc. We have no patents or
registered trademarks at the present time. Management intends to
protect to the fullest extent possible, any intellectual property
that we develop or acquire during the normal course of conducting
our business operations.
Government Regulation and Approval. GST is not required to obtain
any particular government approvals to offer its proposed
services other than local and county business licenses.
Research and Development. GST has not spent, nor do we
contemplate spending, any funds on product or service research or
development.
Environmental Compliance.
We have no product or contemplated service that has any direct or
known indirect impact on the environment, and therefore do not
anticipate any significant costs to comply with governmental
Environment laws and regulations.
(c) Reports to Security Holders. By voluntarily submitting this Form
10 registration statement under the Securities Exchange Act of
1934 ("Exchange Act") we seek to qualify as a reporting entity;
GST assumes the obligation to provide its shareholders with
audited annual reports (Form 10KSB) and unaudited reviewed
quarterly statements (Form 10QSB). All reports, or direct links,
filed by us will also be available on our own website
(www.Goldstartutors.net) as well as the SEC's website
(www.sec.gov) and will be available at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, DC 20549. The public
may obtain information regarding operation of the Public
Reference Room by calling 1 800-SEC-0330.
Facilities and computer equipment.
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Initially we are using the principal residence of our officers as
our corporate headquarters. Depending upon available financing,
we anticipate that appropriate office facilities ranging from 500
to 1,000 sq. ft. may be required to conduct the operations of
GST. Initially the Company will use the personal computers owned
by management; eventually, depending upon available financing we
6
expect to have a variety of computer equipment available for
student use during tutoring sessions. Presently we have no
estimate of the quantity of computers that will be necessary for
us to conduct business operations, only that we expect to acquire
such technology as we need to conduct the proposed business
operations.
Learning Center.
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We anticipate as our working capital position is enhanced that we
will begin to conduct our tutoring operations from either a
retail storefront Learning 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.
We are evaluating the possibility of conducting a registered
initial public offering of our common stock during 2008 or early
in 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 GST. Our failure to raise the
required working capital funds will prevent us from effectuating
the proposed marketing efforts, and may cause GST to cease
operations.
Revenues.
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We have had no revenues from our inception to the date hereof,
and do not anticipate any significant revenues until we begin our
intended tutoring service sometime in the second half of 2008.
Until then we are concentrating our efforts on preparing our
marketing and introducing our Company to other teaching
professionals and prospective clients.
Control of Business Operations.
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The principal shareholders of GST own approximately 75% of the
shares and have effective control of all aspects of GST's
operations and business plans. By their control of the election
of directors, they are in a position to collectively direct the
nature of our business, including fund raising, acquisitions of
assets and issuance of additional shares of common and or
preferred stock. In the event that a public market for the shares
of GST does not develop or if developed is not maintained, other
shareholders may find that there is no market for their shares at
the time they would otherwise be eligible to publicly sell their
shares pursuant to the securities laws then in effect. While
Management expects to take whatever steps in the future may be
required to have a public market develop, there is no intent to
assure that a viable market will ever develop or if developed,
would be maintained for any specific duration.
Competition.
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For the foreseeable future, GST will remain an insignificant
participant in its chosen business among the firms and
individuals engaged in providing educational tutoring services,
as well as those public and private companies seeking to enhance
their own shareholder's equity through the acquisition of one or
more operating business entities. There are established firms and
venture capital organizations, which have significantly greater
resources - financial and personnel - as well as greater
technical expertise than GST has or can expect to have in the
near future. In view of our limited financial resources we will
continue to be at a significant competitive disadvantage.
Board of Advisors. Management has nominated and appointed
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Penny Bolt, a licensed teacher with school administration
experience, to our Board of Advisors. Mrs. Bolt is licensed
in the states of Florida and Georgia. She is a 1990 graduate
of Florida International University with a B.A. degree
in Elementary Education. She has taught in several private and
public schools. During the past five years Mrs. Bolt has been a
substitute teacher at several public and private schools in
Jacksonville, Florida and in Brunswick, Georgia while raising her
family.
7
ITEM 2. FINANCIAL INFORMATION.
Management's Discussion and Analysis of Financial Condition and
Plan of Operations
Results of Operations.
Liquidity and Capital Resources.
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GST has 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 our 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.
Results of Operations.
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As a development stage entity, GST has had no revenues since its
inception, and management is unable to provide any specific dates
that operating revenues or net profits will be obtained.
Plan of Operation. Our current plan of operation is to:
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1. Seek additional private and or public working capital
financing;
2. Qualify as a 12g "reporting" Company 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.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no property at this time and have no agreements to
acquire any property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person we know to be the
beneficial owner of five percent or more of our common stock, all
directors and officers individually and as a group. There are no
shares of Preferred stock issued and outstanding. Each person
named has sole voting and investment power with respect to the
shares shown:
Name and Address Amount of Beneficial Percentage of Class
of Beneficial Owner Ownership Common Stock(2)
- -----------------------------------------------------------------------------
Mindy Kline (1) 900,000 (2) 37.50%
Robert M. Kline (1) 900,000 (2) 37.50%
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Officers and Directors
as a Group (2 Persons) 1,800,000 75.00%
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(1) Shareholder's address is 4111 28th Way, Boca Raton, Fl 33434.
(2) Total Shares Issued and Outstanding as of March 31, 2008
= 2,400,000
(3) Shareholder is deemed a "founder", as defined by the
Securities Act of 1933, as amended.
8
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
Set forth below is the name of each director and officer of the
Company, all positions and offices with the Company held, the
period during which he has served as such, and the business
experience during at least the last five years:
Name Age Positions and Offices Held
- ------------------ --- --------------------------
Mindy Kline 45 Chairman/CEO/President
Robert M. Kline 51 Secretary/Treasurer,
Chief Financial Officer
and Director
Mindy Kline, co-founder, Chairman of the Board, CEO and President
since inception graduated in 1984 from Indiana University, having
received a B.S. in Education degree; her major area of
concentration was in Specific Learning Disabilities and she
minored in Emotional Handicap. She later attended Florida
International University and studied Early Childhood Special
Education. Mrs. Kline was employed as a teacher and director of
Developmental Resource Center, in both Hollywood and Miami,
Florida; where she had responsibility for overseeing teachers,
staff development, marketing, and initial intake with parents.
She later worked at Center for Pediatric Therapy, where she was
the Educational Specialist. Her duties included teaching special
needs preschool class, individual tutoring, assessment and
assisting in mainstreaming students into a public school setting.
After funding, Mindy Kline will work full-time for the company.
Robert M. Kline, co-founder, Director, Secretary and Treasurer is
a 1978 graduate of the College of Business at the University of
Maryland, receiving a B.S. in Business degree. After graduating,
he worked in the field of investment banking and held various
positions including; general securities principal, options
principal and registered representative until he retired in 1991.
After that, he was co-founder and Executive Vice-President of
2000 T-Shirts, Inc. a wholesale clothing company and designer of
name drop resort wear for key tourism destinations throughout
North America, the Caribbean, and the Far East. Since selling
2000 T-Shirts in 2002, Mr. Kline has been a licensed mortgage
broker at various mortgage companies. He continues operations in
this field presently. After funding, it is expected that Mr.
Kline will devote a substantial portion of his time to the
company. Robert and Mindy Kline are husband and wife.
Directors Term of Office. Directors hold office until their
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successors have been elected, and qualified, at the next annual
meetings.
ITEM 6. EXECUTIVE COMPENSATION.
Compensation.
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No compensation was paid to GST's officers during our 2007
initial fiscal year. Although there are no specific plans or
existing commitments to pay compensation to the officers during
the next 12 months, depending upon the availability of working
capital the board may at any time determine to pay appropriate
compensation.
Option/SAR Grants in Last Fiscal Year (Individual Grants).
- -------------------------------------
We did not grant any stock option or stock appreciation rights in
its last fiscal year. By written consent pursuant to Florida
Statutes, in December, 2007 the shareholders of GST approved the
adoption of the "2008 Incentive Stock Option/Stock Issuance
Plan", established to comply with IRS requirements for a
Qualified Incentive Stock Option Plan. The board of directors may
authorize the issuance of shares and or options to acquire
shares, as incentives for services contributed or to be
9
contributed for the benefit of GST. This plan covers Directors,
Officers, Employees, Consultants and Advisors. Presently there
are no other - retirement, pension, profit sharing, medical,
insurance or other similar employee benefit plans.
Aggregated Option/SAE Exercises in Last Fiscal Year And Fiscal
- -------------------------------
Year-End - We have never issued stock options.
Option/SAR Values.
- -----------------
GST has not issued any options nor were any options exercised.
Long Term Incentive Plans-Awards in Last Fiscal Year.
- --------------------------------
GST has no long-term incentive plans other than the Incentive
Stock Option Plan described above.
Compensation of Directors.
- -------------------------
No compensation was paid to the directors during the December 31,
2007 fiscal year. In the future, directors may be reimbursed for
actual expenses incurred for each annual meeting of the Board
which they attend.
Employment Contracts.
- --------------------
Presently we have no written employment agreements with either of
our officers and do not contemplate having any until such time as
our working capital enables us to hire additional executive
personnel.
Report on Repricing of Options/SARS.
- -----------------------------------
GST has not repriced any options or stock appropriation rights in
its last fiscal year.
Possible Conflicts of Interest. Code of Ethics.
- ----------------------------------------------
We have not yet adopted a code of ethics regarding our executive
officers at this time. We plan to adopt a formal code of ethics
prior to expanding management and at the appropriate time we will
make such code available on our corporate website and publicly
disclosed in an a Form 8K filing, at the time of its adoption.
To protect the interests of the shareholders, the board has
adopted the following resolutions regarding possible management
conflict of interest situations.
1. Both Directors and officers have agreed that they will
provide their services to GST on a priority basis and that any
possible conflict of interest will be decided in favor of GST.
2. Additional conflicts of interest and non-arms length
transactions may also arise in the future. By resolution of the
board of directors, GST has adopted a policy that it will not -
without the written consent of the Shareholders, enter into a
business combination with any entity in which any member of
management serves as an officer, director or partner, or in which
such person or such person's affiliates or associates hold any
ownership interest. No Officer shall receive any compensation for
finding or negotiating a future acquisition or other business
transaction.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Board of Directors approved the issuance of a total of 15,000
common shares in exchange for professional services in connection
with this Form 10 Registration Statement, the sale at par value
of 50,000 shares to an individual who has agreed to serve on our
initial Advisory Board, 50,000 shares to the mother of our
President in consideration of her assistance in the creation of
our business plan, and a distribution of 35,000 common shares,
valued at the $0.001 par value, to friends and acquaintances for
the purpose of assisting the Company in creating a future public
trading market for our shares.
10
ITEM 8. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against GST.
ITEM 9. MARKET PRICE OF, AND DIVIDENDS ON REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.
Trading Market. There is no trading market for GST's common stock
- --------------
at present and there never has been a trading market. There is no
assurance that a trading market will ever develop or, if such a
market does develop, that it will continue. Presently there are
no shares of GST that would be qualified as "free trading". We
anticipate that at some point in the future when there are such
free trading shares available, GST would seek the services of an
FINRA licensed market-maker to submit the appropriate Form 15c-
211 to the Financial Regulatory Agency (successor to the National
Association of Securities Dealers, Inc.) for the purpose of
obtaining trading privileges for our shares, and to be quoted in
the electronic "pink sheets".
IF, AS AND WHEN, THERE IS A TRADING MARKET FOR OUR SHARES, THE
MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED BY
SEVERAL FACTORS.
The market price of our common stock could fluctuate significantly
in response to various factors and events, including:
* our ability to execute our business plan;
* operating results are below expectations;
* loss of any strategic relationship;
* industry developments;
* economic and other external factors; and
* period-to-period fluctuations in our financial results.
In addition, the securities markets have from time to time
experienced significant price and volume fluctuations that are
unrelated to the operating performance of particular companies.
These market fluctuations may also materially and adversely
affect the future market price of our common stock.
The National Securities Market Improvement Act of 1996 limited
the authority of states to impose restrictions upon sales of
securities made pursuant to Sections 4(1) and 4(3) of the
Securities Act of companies, which file reports under Sections 13
or 15(d) of the Exchange Act. Upon effectiveness of this
registration statement, the presently issued and outstanding
shares will not be registered for public sales. We are required
to, and will file reports under Section 13 of the Exchange Act.
Future public sales of shares of our common stock will only be
permissible pursuant to appropriate exemptions from registration,
or providing that such shares offered for sale are covered by an
effective registration statement; or in compliance with Rule 144
under the Act. Sales in the secondary market by the holders
thereof, subject to certain conditions, may be made pursuant to
Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker) without qualification under state
securities acts.
Holders. Presently there are approximately 43 common stock
- -------
holders of record. All issued and outstanding shares were issued
pursuant to the non-public transaction exemption from
registration afforded by Section 4(2) of the Securities Act of
1933.
Dividends. GST has not paid any dividends to date, and has no
- ---------
plans to do so in the immediate future.
11
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
During the period from our inception on December 10, 2007 through
December 31, 2007, in exchange for the aggregate cash
consideration of $45,000, and the Company's business plan as well
as certain preincorporation consulting services, we issued, at
the $0.001 par value a total of 1,800,000 common shares to our
founders, 15,000 shares to our legal counsel, 50,000 shares to
our Advisory Board member and 50,000 shares to one individual for
consulting services; additionally the Board approved the grant
and issuance of a total of 35,000 shares to approximately 34
friends, relatives and business acquaintances of management at
par value to assist in creating a trading market for the shares
of the Company. Following is a complete list of our of record and
beneficial Shareholders:
Mindy Kline Boca Raton FL 33434 900,000
Robert Kline Boca Raton FL 33434 900,000
Herbert Jay Cohen Weston FL 33327 100,000
Cynthia Wohl Boca Raton FL 33432 100,000
Martin L. Markowitz Boca Raton FL 33496 200,000
Penny Bolt Brunswick GA 31523 50,000
Martin E. Karns Boca Raton FL 33484 50,000
Ferne Karns Boca Raton FL 33484 50,000
Stewart A. Merkin, Esq. Miami FL 33131 15,000
Ori Baylin Ft. Lauderdale FL 33312 1,000
Stacy Binder Boca Raton FL 33433 1,000
Michael Brennan Muttontown NY 11791 1,000
Mitchell Cassel Demarest NJ 07627 1,000
Karen Cruz Delray Beach FL 33444 1,000
Maurice Dell Boca Raton FL 33433 1,000
Andrea Dolgin Odessa FL 33556 1,000
Robert Engler Boca Raton FL 33496 1,000
Timothy R. Finewood Boca Raton FL 33487 1,000
Brian Gerber Miami Beach FL 33141 1,000
Ilene Gilbert Plantation FL 33324 1,000
D. Andrew Goddard Tampa FL 33629 1,000
Sheri Hillman Delray Beach FL 33444 1,000
John Hink Ft. Lauderdale FL 33301 1,000
David Infantino Boca Raton FL 33432 1,000
Robert Jason Muttontown NY 11791 1,000
Paul Kline Hauppage NY 11788 1,000
Gregory Kline Fairfax VA 22031 1,000
Debbie Kline Nanuet NY 10954 1,000
Kathy Knee Plantation FL 33324 1,000
Brian Lemberger Calabassas CA 91302 2,000
Susan Lemberger Calabassas CA 91302 1,000
Mark Maffei Deerfield Beach FL 33442 1,000
Susan Markowitz Boca Raton FL 33496 1,000
Miriam Plaschinski Boca Raton FL 33487 1,000
Monique Posner Highland Beach FL 33487 1,000
William Prince Alpharetta GA 30004 1,000
Edward Ronin Boca Raton FL 33468 1,000
Patricia Sarno Boca Raton FL 33432 1,000
Louis Saslow Deerfield Beach FL 33442 1,000
Allan Sheres Boca Raton FL 33496 1,000
12
Claire Sheres Boca Raton FL 33496 1,000
Francois Vallet Boca Raton FL 33487 1,000
Neil Wasserman Boca Raton FL 33486 1,000
There were no underwriters involved in any of the foregoing
transactions. We believe that all of the shares issued by us were
done so in transactions that did not involve a public offering,
and such issuances were made in reliance upon the exemption from
registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.
Shareholder Relationships.
- -------------------------
The principal shareholders, Robert M. Kline and Mindy Kline, are
husband and wife. Martin E. Karns and Ferne Karns are husband and
wife and they are the parents of Mindy Kline. Paul Kline is
Robert Kline's brother and is the father of Gregory Kline. Debbie
Kline is the former wife of Robert M. Kline. Brian Lemberger, is
a cousin of Robert M. Kline; Susan Lemberger is Brian Lemberger's
wife. Andrea Dolgin is the sister of Mindy Kline. There are no
other known familial relationships among the remaining
shareholders.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES BEING REGISTERED.
Capital Stock. Our Articles of Incorporation authorizes the
- -------------
issuance of 65,000,000 Shares of Capital Stock - designated as a)
60,000,000 shares of Common Stock, par value of $0.001 per share;
and b) 5,000,000 Shares of Preferred Stock - (i) 3,000,000 shares
of which are designated as Series I Convertible Preferred Stock
($0.001 par value); and (ii) 2,000,000 no-par value Preferred
shares remain undesignated.
Common Stock. The holders of common stock are entitled to one
- ------------
vote for each share held on all matters submitted to a vote of
shareholders. Holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared by the board
of directors out of funds legally available therefore. Upon a
liquidation, dissolution or winding up of the corporation, the
holders of common stock are entitled to receive ratably the net
assets available after the payment of all debts and other
liabilities, and subject further only to the prior rights of any
outstanding preferred stock. Common stock holders have no
preemptive, subscription, redemption or conversion rights. The
outstanding shares of common stock are fully paid and non-
assessable.
Preferred Stock. We are authorized to issue up to 5,000,000
- ---------------
Shares of preferred stock. Future issuance of preferred shares,
or the issuance of rights to purchase such shares, could be used
to discourage an unsolicited acquisition proposal. For instance,
the issuance of a series of preferred stock might impede an
acquisition or other business combination by including class
voting rights that would enable the holder to block such a
transaction, or facilitate a business combination by including
voting rights that would provide a required percentage vote of
the shareholders. In addition, under certain circumstances, the
issuance of preferred stock could adversely affect the voting
power of the holders of the common stock. Although the board of
directors is required to make any determination to issue such
stock based on its judgment as to the best interests of GST's
shareholders the board of directors could act in a manner that
would discourage an acquisition attempt or other transaction that
some, or a majority, of the shareholders might believe to be in
their best interests or in which shareholders might receive a
premium for their stock over the then market price of such stock.
The board of directors does not at present intend to seek
stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or applicable
rules of a securities exchange. We have no present plans or
commitments to issue any preferred stock.
Voting Rights Control. Each share of authorized Capital Stock
- ---------------------
(common stock and preferred stock) is entitled to one vote.
Cumulative voting in the election of directors is not permitted
13
and the holders of a majority of the number of outstanding shares
will be in a position to control the election of directors, at a
general shareholder meeting, and may elect all of the directors
standing for election.
Dividend Policy. We have never declared or paid a cash dividend
- ---------------
on our Common Stock, nor do we have any plan or intent to do so
in the near future. It is anticipated that all earnings will be
retained to provide working capital for the implementation of the
business plan, until such time as the directors shall, in their
sole discretion, declare that our working capital requirements
and cash position will permit a cash distribution to
shareholders. Stock dividends may however, be declared, from time
to time, in the sole discretion of the board of directors. No
stock dividends have ever been declared.
Transfer Agent. We intend to act as our own transfer agent for
- --------------
all shares of capital stock issued until such time as our shares
are approved for public trading; at which time we intend to
appoint an SEC registered stock transfer agent to perform such
services.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the General Corporation Law of the State of
Florida provides that the Articles of incorporation may contain a
provision eliminating the personal liability of a director to the
corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) (relating to liability for unauthorized acquisitions
or redemption of, or dividends on, capital stock) of the General
Corporation Law of the State of Florida, or (iv) for any
transaction from which the director derived an improper personal
benefit. GST's Articles of Incorporation contains the following
provision: "Article 10. This Corporation may indemnify any
Officer or Director, or any former Officer or Director, the full
extent permitted by law."
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING GST PURSUANT TO THE
FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
14
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM F - 1
FINANCIAL STATEMENTS
Balance Sheet, as of December 31, 2007 F - 2
Statement of Operations for the period from
December 10, 2007 (Inception) through
December 31, 2007 F - 3
Statement of Changes in Stockholders' Equity
for the period from December 10, 2007
(Inception) through December 31, 2007 F - 4
Statement of Cash Flows for the period from
December 10, 2007 (Inception) through
December 31, 2007 F - 5
Notes to Financial Statements F - 6
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Gold Star Tutoring Services, Inc.
We have audited the accompanying balance sheet of Gold Star
Tutoring Services, Inc. ("the Company") (a development stage
company) as of December 31, 2007, and the related statements of
operations, changes in stockholders' equity, and cash flows for
the period from December 10, 2007 (inception) to December 31,
2007. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Gold Star Tutoring Services, Inc. (a development stage
company) as of December 31, 2007, and the results of its
operations and its cash flows for the period from December 10,
2007 (inception) to December 31, 2007 in conformity with
accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company's lack of
revenues, limited assets and loss from operations during the
development stage raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans are
described in Note 1 to the financial statements. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Berkovits & Company, LLP
Ft. Lauderdale, Florida
March 20, 2008
F-1
16
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 2007
ASSETS
------
Current Assets:
Cash $ 45,115
---------
TOTAL CURRENT ASSETS $ 45,115
=========
STOCKHOLDERS' EQUITY
--------------------
Common Stock, $0.001 par value;
Authorized 60,000,000 shares;
Issued and Outstanding
2,400,000 shares $ 2,400
Additional paid-In Capital 44,550
Deficit Accumulated during Development
Stage (1,835)
----------
TOTAL STOCKHOLDERS' EQUITY $ 45,115
==========
The accompanying notes are an integral part of
these financial statements
F-2
17
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 10, 2007 (INCEPTION)
THROUGH DECEMBER 31, 2007
Revenues $ -
----------
Expenses:
Consulting fees 1,800
Promotion expense 35
----------
Total expenses 1,835
----------
Net loss $ (1,835)
==========
Net Loss per share-basic and diluted $ ( -)
==========
Weighted average number of shares
outstanding
- basic and diluted 1,972,727
==========
The accompanying notes are an integral part of
these financial statements
F-3
18
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 10, 2007 (INCEPTION)
THROUGH DECEMBER 31, 2007
Deficit
Accumulated
Additional During
Common Stock Paid-In Development Total
Shares Amount Capital Stage Equity
----------------------------------------------------------
Common stock issued for
consulting services
@ $0.001 per share 1,800,000 $ 1,800 $ - $ - $ 1,800
Common stock sold for cash
at 0.10 per share 450,000 450 44,550 - 45,000
Common stock sold at $0.001
per share 115,000 115 - - 115
Shares gifted for future
trading purposes @ $0.001 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
==========================================================
The accompanying notes are an integral part of
these financial statements
F-4
19
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOW
FOR THE PERIOD FROM DECEMBER 10, 2007 (INCEPTION) THROUGH
DECEMBER 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,835)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for consulting and promotion
expenses 1,835
----------
Net cash used in operating activities -
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 45,115
----------
Net cash provided by financing activities 45,115
----------
Net increase in cash 45,115
Cash, beginning of period -
----------
Cash, end of period $ 45,115
==========
The accompanying notes are an integral part of
these financial statements
F-5
20
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
Note 1 - Organization and Summary of Significant Accounting
Policies.
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.
To date the Company has had no operations other than the issuance
of an aggregate of 2,400,000 shares of common stock for a
business plan, pre-incorporation services and cash.
Ability to Continue as a Going Concern.
We are a development stage company with no revenue, limited
assets and a loss from operations. 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.
The Company raised working capital through the sale of Common
shares to four individuals, in non-public transactions pursuant
to Sections 4(2) and 4(6) of the Securities Act of 1933, as
amended. Management is considering raising additional working
capital through an initial public offering. In the event that,
for any reason whatsoever a registered offering is not
undertaken, the Company may seek additional private funding,
through either equity or debt financing.
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.
Fair Value of Financial Instruments.
The carrying value of the Company's financial instruments,
including cash and accrued expenses, approximate their fair value
because of their relatively short maturities.
F-6
21
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
Note 1 - Organization and Summary of Significant Accounting
Policies. (continued)
Income Taxes.
The Company accounts for income taxes following the asset and
liability method in accordance with statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes". Under the asset and liability method of SFAS 109,
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to be recovered or settled.
Under SFAS 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period
that includes the enactment date.
Concentration of Credit Risk.
We maintain our cash in a bank deposit account, which at times,
may exceed federally insured limits.
Net Loss Per Share.
We use SFAS No. 128, "Earnings Per Share" for calculating the
basic and diluted loss per share. We compute basic loss per share
by dividing net loss and net loss attributable to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to
include the number of additional common shares that would have
been outstanding if the potential shares had been issued and if
the additional shares were dilutive. Common equivalent shares are
excluded from the computation of net loss per share if their
effect is anti-dilutive.
Recent Accounting Pronouncements and Interpretations.
In February 2007, the FASB issued SFAS No. 159, "Establishing the
Fair Value Option for Financial Assets and Liabilities ("SFAS No.
159"). SFAS No. 159 was to permit all entities to choose to
elect, at specified election dates, to measure eligible
financial instruments at fair value. An entity shall report
unrealized gains and losses on items for which the fair value
option has been elected in earnings at each subsequent reporting
date, and recognize upfront costs and fees related to those items
in earnings as incurred and not deferred. SFAS No. 159 applies
to fiscal years beginning after November 15, 2007, with early
adoption permitted for an equity that has also elected to
apply the provisions of SFAS No. 157, "Fair Value
Measurements". An entity is prohibited from retrospectively
applying SFAS No. 159, unless it chooses early adoption. SFAS No.
159 also applies to eligible items existing at November 15, 2007
(or early adoption date). The Company is evaluating the impact
of the adoption of SFAS No. 159 could have on the Company's
financial statements.
F-7
22
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
Note 1 - Organization and Summary of Significant Accounting
Policies. (continued)
Recent Accounting Pronouncements and Interpretations. (continued)
FASB Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements, issued in September 2006,
establishes a formal framework for measuring fair value under
GAAP. It defines and codifies the many definitions of fair value
included among various other authoritative literature, clarifies
and, in some instances, expands on the guidance for
implementing fair value measurements, and increases the level
of disclosure required for fair value measurements. Although
SFAS No. 157 applies to and amends the provisions of existing
FASB and AICPA pronouncements, it does not, of itself, require
any new fair value measurements, nor does it establish valuation
standards. SFAS No. 157 applies to all other accounting
pronouncements requiring or permitting fair value measurements,
except for; SFAS No. 123 (R), share-based payment and
related pronouncements, the practicability exceptions to
fair value determinations allowed by various other
authoritative pronouncements, and AICPA Statements of Position
97-2 and 98-9 that deal with software revenue recognition.
This statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years. The Company is evaluating the
impact of SFAS 157 on its financial statements.
Note 2 - Provision For Income Taxes.
The Company's operations for the period ended December 31, 2007
resulted in a loss, thus no income taxes have been reflected in
the accompanying financial statements.
Significant components of the Company's deferred tax assets and
liabilities for federal and state tax purposes are as follows:
December 31, 2007
-----------------
Total deferred tax asset $ 600
Valuation allowance (600)
--------
Net deferred tax asset $ -
========
As of December 31, 2007, the Company has concluded that it is
more likely than not that it will not realize any deferred tax
assets arising from its net operating loss and has provided a
valuation allowance against the entire balance.
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
utilization. The Company's net operating loss carryforward will
expire in 2027.
F-8
23
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
Note 3 - Stockholders' Equity.
Our certificate of incorporation authorizes the issuance of
60,000,000 shares of common stock, par value $0.001 as well as
5,000,000 shares of preferred stock as follows, 3,000,000 Series
I convertible preferred shares having the par value $0.001 and
2,000,000 undesignated preferred shares with no par value. To the
date the Company has not issued any preferred stock.
The Company issued in December 2007:
i) a total of 1,800,000 shares of common stock to the
Company's founders, officers and directors for consulting
services;
ii) a total of 450,000 shares of common stock were sold to
four investors at $.10 per share for aggregate proceeds of
$45,000;
iii) a total of 115,000 shares of common stock were sold at
$.001 per share to three individuals for aggregate proceeds
of $115;
iv) a total of 35,000 shares were given to 35 individuals,
friends and or relatives of management, for the purpose of
assisting the Company in creating a future trading market
for its common shares.
Note 4 - Related Party Transactions.
The Company is presently operating from the residence of its
controlling stockholders at no cost. There was no compensation
paid to officers of the Company during the period ended December
31, 2007.
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 exercise price per share
and terms shall be fixed by the Company's Board of Directors 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
24
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Since our inception in December, 2007 we have not changed
accountants and there are no disagreements with the findings of
our accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements required by Item 302 of
Regulation S-K and Regulation S-X are furnished herein:
INDEPENDENT REGISTERED AUDITOR'S REPORT F - 1
FINANCIAL STATEMENTS
Balance Sheet F - 2
Statement of Operations F - 3
Statement of Changes in Stockholders' Equity F - 4
Statement of Cash Flows F - 5
Notes to Financial Statements F - 6
(b) INDEX TO EXHIBITS
(3) Articles of Incorporation and by-laws
(4) Instruments defining the rights of security holders -
including indentures.
(10) Additional Exhibits.
(c) DESCRIPTION OF EXHIBITS
Exhibit Description
- ------- -----------
3.1 Articles of Incorporation - as filed December 10,
2007
3.4 By-Laws - adopted on December 12, 2007
4.1 Specimen Stock Certificate
25
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this Registration Statement on Form
10-12G to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated, April 8, 2008
GOLD STAR TUTORING SERVICES, INC. - Registrant
By: /s/Mindy Kline
--------------------------------
Mindy Kline, President
Chief Executive Officer
By: /s/Robert M. Kline
--------------------------------
Robert M. Kline, Secretary and
Treasurer, Chief Financial Officer
Principal Accounting Officer
26