UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended: March 31, 2008
[ ] 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
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Gold Star Tutoring Services, Inc.
---------------------------------
(Exact name of Registrant as specified in its charter)
Florida 26-1559146
------- ----------
(State/Jurisdiction of Incorporation) (IRS Employer Identification number)
4111 NW 28th Way Boca Raton, FL 33434
-------------------------------------
(Address including Zip Code of
principal executive offices)
(561) 715-8800
--------------
(Registrant's telephone number)
www. goldstartutors.net
-----------------------
(Registrant's Internet Website)
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, 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]
Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act: [ ] Yes [X] 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:
CLASS NUMBER OF SHARES OUTSTANDING
----- ----------------------------
Common Stock, $0.001 par value 2,400,000 as of May 30, 2008
Documents Incorporated By Reference:
Form 10-12g filed April 8, 2008
GOLD STAR TUTORING SERVICES, INC.
TABLE OF CONTENTS
PAGE
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 3
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements. 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 14
Item 4. Controls and Procedures. 14
Part II- OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 15
Item 3. Defaults Upon Senior Securities. 15
Item 4. Submission of Matters to a Vote of Security Holders. 15
Item 5. Other Information. 15
Item 6. Exhibits. 15
Signatures
2
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", "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:
o our ability to attract and retain additional management;
o our growth strategies;
o anticipated trends in our business;
o our future results of operations;
o our financial position, business strategy and objectives for future
operations;
o our competition;
o the ability of management to formulate our goals and execute our
business plans to attain the goals;
o 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".
3
Part I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
PAGE
----
Unaudited Balance Sheet, as of March 31, 2008. F - 2
Unaudited Statement of Operations
for the three months ended March 31,
2008 and for the period from December 10, 2007
(inception) to March 31, 2008. F - 3
Unaudited Statement of Changes in Stockholders' Equity
for the period from December 10, 2007 (inception)
to March 31, 2008. F - 4
Unaudited Statement of Cash Flows
for the three months ended March 31,
2008 and for the period from December 10, 2007
(inception) to March 31, 2008. F - 5
Unaudited Notes to Financial Statements. F - 6
4
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
UNAUDITED BALANCE SHEET
March 31, 2008
ASSETS
Current Assets:
Cash $ 37,469
--------
TOTAL CURRENT ASSETS $ 37,469
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 4,835
--------
TOTAL CURRENT LIABILITIES $ 4,835
--------
Stockholders' 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
2,400,000 shares 2,400
Additional Paid-In Capital 44,550
Deficit Accumulated During Development Stage (14,316)
--------
TOTAL STOCKHOLDERS' EQUITY $ 32,634
--------
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $ 37,469
========
The accompanying notes are an integral part of these unaudited
financial statements.
F-2
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
UNAUDITED STATEMENT OF OPERATIONS
CUMULATIVE
THREE PERIOD FROM
MONTHS DECEMBER 10, 2007
ENDED (INCEPTION)
MARCH 31, 2008 TO MARCH 31, 2008
-------------- -----------------
Revenues $ -- $ --
----------- -----------
Expenses:
Consulting Fees -- 1,800
Professional fees 12,000 12,000
Office Expense/Express Mail 282 282
State Annual Filing Fee 150 150
Auto Expenses 49 49
Promotion Expenses -- 35
----------- -----------
Total expenses 12,481 14,316
----------- -----------
Net loss $ (12,481) $ (14,316)
=========== ===========
Net Loss per share-basic and diluted $ (0.005) $ (0.006)
----------- -----------
Weighted average number of shares
outstanding -basic and diluted 2,400,000 2,316,814
The accompanying notes are an integral part of these unaudited
financial statements
F-3
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 10, 2007 (INCEPTION) THROUGH MARCH 31, 2008
DEFICIT
ACCUMULATED
STOCK ADDITIONAL DURING TOTAL
PREFERRED COMMON PAID-IN DEVELOPMENT STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE EQUITY
------ ------ --------- --------- ---------- ----------- -------------
Common Stock
Issued for Services
At $0.001 per share -- -- 1,800,000 $ 1,800 -- $ -- $ 1,800
Common Stock
Sold for Cash
At $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 for Quarter
Ending
March 31, 2008 -- -- -- -- -- (12,481) (12,481)
------ ------ --------- --------- --------- --------- ---------
Balance,
March 31, 2008
(Unaudited) -- -- 2,400,000 $ 2,400 $ 44,550 $ (14,316) $ 32,634
====== ====== ========= ========= ========= ========= =========
The accompanying notes are an integral part of these unaudited
financial statements.
F-4
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
UNAUDITED STATEMENT OF CASH FLOWS
CUMULATIVE
THREE PERIOD FROM
MONTHS DECEMBER 10, 2007
ENDED (INCEPTION)
MARCH 31, 2008 TO MARCH 31, 2008
-------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(12,481) $(14,316)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for consulting and
promotion expenses -- 1,835
Changes in operating assets and liabilities:
Increase in accounts payable 4,835 4,835
-------- --------
Net cash used in operating activities (7,646) (7,646)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Common Stock -- 45,115
-------- --------
Net cash provided by financing activities -- 45,115
-------- --------
Cash, beginning of period 45,115 --
-------- --------
Cash, end of period $ 37,469 $ 37,469
======== ========
The accompanying notes are an integral part of these unaudited
financial statements.
F-5
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
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 limited operations including our initial share
issuances, pre-incorporation planning, sale of shares to investors, and the
filing of our Securities and Exchange Commission Registration Statement on Form
10-121G.
Ability to Continue as a Going Concern.
We are a development stage company with no revenue, 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.
The Company raised 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 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.
Interim Financial Statements.
The unaudited interim financial statements as of March 31, 2008 and for the
three month period ended March 31, 2008 and the cumulative period from December
10, 2007 (inception) to March 31, 2008 have been prepared by us pursuant to the
rules and regulations of the Securities and Exchange Commission, 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 provided 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, 2007 as disclosed in the company's Form 10-12g for the period from December
10, 2007 (inception) to December 31, 2007 as filed with the SEC. The results of
the three months ended March 31, 2008 are not necessarily indicative of the
results to be expected for the pending full year ending December 31, 2008.
F-6
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
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 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.
As of December 31, 2007, the Company concluded that it is more likely than not
that the Company will not realize any deferred tax assets arising from its net
operating loss and has provided a valuation allowance against the entire
balance.
Cash: 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.
Fair Value of Financial Instruments
The carrying value of the Company's financial instruments, including cash and
accounts payable, approximate their fair value because of their relatively short
maturities.
F-7
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
Note 2. - 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.
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 3 - Provision For Income Taxes
SFAS 109 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
utilization. The net operating loss carryforwards will expire in 2027. 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:
MARCH 31, 2008
--------------
Total deferred tax asset $ 4,000
Valuation allowance (4,000)
-------
Net deferred tax asset $ --
=======
F-8
GOLD STAR TUTORING SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2008
(UNAUDITED)
Note 4 - Related Party Transactions
From its inception through March 31, 2008, the Company operated from the
residence of its control shareholders at no cost. There was no compensation paid
to officers of the Company during the period covered by these financial
statements. Effective May 1, 2008, the Board of Directors approved a Resolution
to pay a monthly rent of $300 plus $100 for utilities and use of computer
equipment, to the Company's principal shareholders and officers in consideration
of the use of their residence for operations of the Company, including providing
facilities for use in rendering tutoring services to clients. This arrangement
is subject to cancellation without notice or penalty.
F-9
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of 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 no operating
history.
We are 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 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 no revenues since our inception.
Management anticipates that minimal operating revenues may begin during our 2008
second quarter.
Our current plan of operation is to:
1. Seek additional private and or public working capital financing;
2. Develop our 12g "reporting" status 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 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 us. Our failure to
raise the required working capital funds will prevent us from effectuating the
proposed marketing efforts, and may cause us to cease operations.
13
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 we presently we are an insignificant
entity in our chosen business and we expect that we shall remain so for the near
future.
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 it operating we intend
to make all reports filed by us available at www.Goldstartutors.net; as well as
on the SEC's website (www.sec.gov); and such reports 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.
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.
14
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
We have no legal proceedings pending by or against us; nor do we know of any
contemplated actions against us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During this Report period we did not sell any unregistered equity securities.
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.
During this Report period we did not have any matters that required a vote of
our security holders.
Item 5. Other Information.
We filed our initial Form 10-12g with the Securities and Exchange Commission on
April 8, 2008. Subsequently our legal counsel was advised by the SEC that they
had no comments and that our filing would become effective as provided by
statute on the 60th day from the filing date.
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.
15
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Quarterly Report on Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated, June 9, 2008
GOLD STAR TUTORING SERVICES, INC.-Registrant
--------------------------------------------
By: /s/ Mindy Kline
----------------------
Mindy Kline, President
Chief Executive Officer
By: /s/ Robert Kline
-----------------------------------------
Robert M. Kline, Secretary and Treasurer,
Chief Financial Officer
Principal Accounting Officer
16