GS Valet, Inc. (Form: S-1, Received: 07/12/2012 06:01:53)

GS VALET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2012 (UNAUDITED) AND

INCEPTION (JUNE 15, 2011) THROUGH MARCH 31, 2012 (AUDITED)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GS VALET, INC.

(Exact Name of Registrant in its Charter)

Nevada		7500		45-5634033
(State or other Jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code)		(IRS Employer Identification No.)

GS VALET, INC.

4315 Lemac Drive

Houston, Texas 77096

Tel.: (732) 851-3527

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered		Amount to be Registered				Proposed Maximum Aggregate Offering Price per share				Proposed Maximum Aggregate Offering Price				Amount of Registration fee
Common Stock, $0.0001 par value per share			975,000(1)			$	0.01			$	$9,750			$	1.20

(1) This Registration Statement covers the resale by our selling shareholders of up to 975,000 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.01 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated July __ , 2012

GS VALET, INC.

975,000 SHARES OF COMMON STOCK

The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.01 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: July __, 2012

TABLE OF CONTENTS

	PAGE
Prospectus Summary		4
Summary Financials		5
Risk Factors		6
Use of Proceeds		12
Determination of Offering Price		12
Dilution		12
Selling Shareholders		12
Plan of Distribution		14
Description of Securities to be Registered		15
Interests of Named Experts and Counsel		15
Description of Business		16
Description of Property		20
Legal Proceedings		20
Market for Common Equity and Related Stockholder Matters		20
Index to Financial Statements		F-1 - F-14
Management Discussion and Analysis of Financial Condition and Financial Results		21
Plan of Operations		21
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		28
Directors, Executive Officers, Promoters and Control Persons		28
Executive Compensation		28
Security Ownership of Certain Beneficial Owners and Management		30
Transactions with Related Persons, Promoters and Certain Control Persons		30

ITEM 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision . In this Prospectus, the terms “GSValet,” “Garden State Valet,” “Company,” “we,” “us” and “our” refer to GSValet, Inc. and its wholly subsidiary, Garden State Valet, LLC.

Overview

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

To date, we provide valet parking services to local restaurants, catering halls and country clubs. We also focus our business on valet parking for parties at private residences. We own all valet parking equipment, such as valet parking stands, valet tickets, uniforms for our employees, as well as a lockbox for customer’s keys and have the necessary insurance to provide valet parking.

Where You Can Find Us

We presently maintain our principal offices at 4315 Lemac Texas, Houston, Texas 77096. Our telephone number is (732) 851-3527.

The Offering

Common stock offered by selling security holders		975,000 shares of common stock. This number represents 15.1% of our current outstanding common stock (1).

Common stock outstanding before the offering		6,475,000 shares of common stock

Common stock outstanding after the offering		6,475,000 shares of common stock

Terms of the Offering		The selling security holders will determine when and how they will sell the common stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.01 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.

Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect. Please note that the Company is currently a development stage start-up company that consists of no or nominal assets. Accordingly, Rule 144 may be unavailable for our shareholders and the securities sold in this offering can only be resold through registration under the Securities Act of 1933 or at such time that the conditions of Rule 144(i) are met.

Use of proceeds		We are not selling any shares of the common stock covered by this prospectus.

Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 2.

(1) Based on 6,475,000 shares of common stock outstanding as of July 10, 2012.

Summary of Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception June 15, 2011 through March 31, 2012 are derived from our audited financial statements and the statement of operations and balance sheet data. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

Statements of Operations

For the Six Months Ended March 31, 2012

Revenue	$	520
Formation and operating expenses		12,378
Loss from operations		(11,858)
Other income (expense)
Interest Expense		(495)
Net loss	$	(12,353)

For the Period June 15, 2011 (Inception)

To September 30, 2011

Revenue	$	-
Formation and operating expenses		1,878
Loss from operations		(1,878)
Other income (expense)
Interest Expense		(51)
Net loss	$	(1,929)

Statements of Cash Flows

For the Six Months Ended June 30, 2012

Net cash provided (used in) operating activities	$	(11,188)
Net cash provided by (used in) investing activities		(50)
Net cash provided by (used in) financing activities		14,300
Cash at end of period	$	4,884

For the Period from June 15, 2011 (Inception)

To September 30, 2011

Net cash provided (used in) operating activities	$	(1,878)
Net cash provided by (used in) investing activities		-
Net cash provided by (used in) financing activities		3,700
Cash at end of period	$	1,822

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to Our Business

WE ARE SUBJECT TO INTENSE COMPETITION THAT CAN CONSTRAIN OUR ABILITY TO GAIN BUSINESS, AS WELL AS OUR PROFITABILITY.

We believe that competition in valet parking services is intense. The low cost of entry into the valet parking services business has led to a strongly competitive, fragmented market consisting primarily of a variety of entities ranging from single lot operators to large regional and national multi-facility operators, as well as municipal and other governmental entities that choose not to outsource their parking operations. Competitors may be able to adapt more quickly to changes in customer requirements, or devote greater resources to the promotion and sale of their services. We provide nearly all of our services under contracts, many of which are obtained through competitive bidding, and many of our competitors also have long-standing relationships with our clients. Providers of valet parking services have traditionally competed on the basis of cost and quality of service. As we have worked to establish ourselves as one of the principal members of the industry, we compete predominately on the basis of high levels of service and strong relationships. We may not be able to, or may choose not to, compete with certain competitors on the basis of price. As a result, a greater proportion of our clients may switch to other service providers or self-manage. Furthermore, these strong competitive pressures could impede our success in bidding for profitable business and our ability to increase prices even as costs rise, thereby reducing margins.

DETERIORATION IN ECONOMIC CONDITIONS IN GENERAL COULD REDUCE THE DEMAND FOR OUR VALET PARKING SERVICES AND, AS A RESULT, REDUCE OUR EARNINGS AND ADVERSELY AFFECT OUR FINANCIAL CONDITION.

Adverse changes in global, national and local economic conditions could have a negative impact on our business. High domestic unemployment has contributed to reduced discretionary spending by consumers and slowed or reduced economic activity by businesses in the United States and most major global economies compared to previous levels.

If adverse economic conditions reduce discretionary spending, business travel or other economic activity that fuels demand for our services, our earnings could be reduced. Adverse changes in local and national economic conditions could also depress prices for our services or cause our clients to cancel their agreements to purchase our services.

ADDITIONAL FUNDS WOULD NEED TO BE RESERVED FOR FUTURE INSURANCE LOSSES IF SUCH LOSSES ARE WORSE THAN EXPECTED.

We provide liability insurance coverage consistent with our obligations to our clients under our various service contracts. We are obligated to reimburse our insurance carrier for each loss incurred in the current policy year up to the amount of a deductible specified in our insurance policies. The per-occurrence deductible for our various liability policy is $5,000. There can be no assurance, however, that the ultimate amount of our obligations will not exceed the amount presently funded or accrued, in which case we would need to set aside additional funds to reserve for any such excess. Additionally, our obligations could increase if we receive a greater number of insurance claims, or if the severity of, or the administrative costs associated with, those claims generally increases. A material increase in insurance costs due to a change in the number or severity of claims, claim costs or premiums paid by us could have a material adverse effect on our operating income.

OUR ABILITY TO EXPAND OUR BUSINESS WILL BE DEPENDENT UPON THE AVAILABILITY OF ADEQUATE CAPITAL.

The rate of our expansion will depend in part upon the availability of adequate capital, which in turn will depend in large part upon cash flow generated by our business and the availability of equity and debt capital. As a result, we cannot assure you that we will be able to finance our current growth strategy.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Based on our financial history since inception, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. We are a development stage company that has generated very little revenue. Specifically, the Company, while in the development stage, is proceeding with its business plan by seeking to develop relationships with restaurants, hotels, country clubs, private events and commercial retail centers to generate positive customer support and build experience and a solid number of jobs that we have completed. The Company has taken certain steps in furtherance of this business plan and has started to obtain such agreements, as well as begun to advertise and market with online referral websites. It is probable that we will need additional funding over the next twelve months in order to continue operating, if we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy and cease operations.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.

IF WE ARE NOT SUCCESSFUL IN GETTING CUSTOMERS TO USE OUR VALET PARKING SERVICES WE MAY NOT HAVE SUFFICIENT CAPITAL TO PAY OUR EXPENSES AND TO CONTINUE TO OPERATE.

Our ultimate success will depend on generating revenue from restaurants, hotels, country clubs, private events and commercial retail centers in providing our valet services. All of our revenue is dependent on providing such valet parking services. As a result, if we do not generate enough jobs, we may be unable to generate sufficient revenues to sustain our business.

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:

· Develop effective business plan;

· Meet customer standard;

· Attain customer loyalty; and

· Develop and upgrade our services and create a referral network of happy clients.

Our future will depend on our ability to attract local restaurants, hotels, country clubs, private events and commercial retail centers in using our valet parking services, and our ability to price our services competitively.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our Chief Executive Officer (“CEO”) lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our CEO has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF NEIL SCHECKTER, OUR SOLE OFFICER AND DIRECTOR.

We are presently dependent to a great extent upon the experience, abilities and continued services of Neil Scheckter, our Chief Executive Officer. The loss of services of Mr. Scheckter could have a material adverse effect on our business, financial condition or results of operation.

Risk Related To Our Capital Stock

WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 60,000,000 shares of capital stock consisting of 50,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock will be quoted on the OTCBB.

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING AND, THEREFORE, SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.01 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards.

BECAUSE WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING STANDARDS, OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR COMPANIES.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates.

OUR STATUS AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT OF 2012 MAY MAKE IT MORE DIFFICULT TO RAISE CAPITAL AS AND WHEN WE NEED IT.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, include some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future of our business and operations, including our financial condition, results of operations and expected growth of our operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects and ability of our management to perform. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions.

Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

Determination of Offering Price

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange and we have not previously contacted a market maker to request sponsorship for our common stock on the OTCBB, we anticipate that we will contact a market maker and request that they apply to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Dilution

The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Selling Security Holders

The common shares being offered for resale by the selling security holders consist of 975,000 shares of our common stock held by 26 shareholders that reflect the shares sold in our private offering pursuant to Regulation D Rule 506 completed in June 2012.

The following table sets forth the names of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of July 10, 2012 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name of Selling Stockholder	Shares Beneficially Owned Prior To Offering		Shares to be Offered		Amount Beneficially Owned After Offering		Percent Beneficially Owed after Offering
Stuart Blumberg		25,000		25,000		0		0	%
Ilyssa Lindner		25,000		25,000		0		0	%
Maya Ben-Bassat		25,000		25,000		0		0	%
Moshe Ben-Bassat		25,000		25,000		0		0	%
Alona Ben-Bassat		25,000		25,000		0		0	%
Sharon Scheckter		50,000		50,000		0		0	%
Paul Hirsch		25,000		25,000		0		0	%
Annie Bengio (1)		25,000		25,000		0		0	%
Martin Lewis Scheckter		50,000		50,000		0		0	%
Rachel Bonfiglio		50,000		50,000		0		0	%
Lorraine Walsh		50,000		50,000		0		0	%
Jodi Bonacci		50,000		50,000		0		0	%
Theresa Cozzolino		25,000		25,000		0		0	%
Daniel Lindner		25,000		25,000		0		0	%
Joshua Disano		50,000		50,000		0		0	%
Mei Ling Sang		50,000		50,000		0		0	%
MaryAnn Corcoran		50,000		50,000		0		0	%
Danielle Barritta		50,000		50,000		0		0	%
Diane Renda		50,000		50,000		0		0	%
Denise Uniacke		50,000		50,000		0		0	%
Maureen Reilly		50,000		50,000		0		0	%
Stephanie Sang		50,000		50,000		0		0	%
Robert Lindner		25,000		25,000		0		0	%
Wendy Lindner		25,000		25,000		0		0	%
Bradley Olitzki		25,000		25,000		0		0	%
Justin Olitzki		25,000		25,000		0		0	%
TOTAL		975,000		975,000		0		0	%

(1)	Annie Bengio is the wife of Neil Scheckter, our Chief Executive Officer.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

None of the selling shareholders or their beneficial owners:

-	has had a material relationship with us other than as a shareholder at any time within the past three years; or
-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
-	are broker-dealers or affiliated with broker-dealers.

Plan of Distribution

The selling security holders may sell some or all of their shares at a fixed price of $0.01 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.01 until a market develops for the stock.

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

●	ordinary brokers transactions, which may include long or short sales,
●	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
●	through direct sales to purchasers or sales effected through agents,
●	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
●	any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.

We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $6,500.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

Description of Securities to be Registered

General

We are authorized to issue an aggregate number of 60,000,000 shares of capital stock, of which 50,000,000 shares are common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share authorized.

Common Stock

We are authorized to issue 50,000,000 shares of common stock, $0.0001 par value per share. Currently we have 6,475,000 shares of common stock issued and outstanding.

Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share. Currently, no shares of our preferred stock have been designated any rights and we have no shares of preferred stock issued and outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The Law Office of Jillian Sidoti located at 38730 Sky Canyon Drive, Suite A, Murrieta, CA 92563 will pass on the validity of the common stock being offered pursuant to this registration statement.

The financial statements as of September 30, 2011 and March 31, 2012 included in this prospectus and the registration statement have been audited and reviewed, respectively, by Peter Messineo, CPA , an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Information about the Registrant

DESCRIPTION OF BUSINESS

Overview

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

We are a full-service valet parking management company. Our main focus is to add value to all special events by greeting each guest and making each guest feel welcome while they attend the event, whether it be for dinner, a wedding, a golf outing or any other occasion. We are the first and last impression that any guest will have when attending an event and our drivers are focused on ensuring that guests are welcomed with a smile.

We are equipped to provide valet parking services for any special event and at any location. We specialize in events at catering halls, hotels, restaurants, country clubs and private residences. However, we can provide valet parking at any other event site. We provide all valet parking equipment, such as valet parking stands, valet tickets, uniforms for our employees, as well as a lockbox for customer’s keys. In addition, we are fully insured with a policy that is appropriate for our size and the industry.

We work with local businesses in providing valet parking services. We offer our services to catering halls and private individuals for special events, as well as to local hotels and restaurants for every day needs. We strive to provide reliable services to these businesses, so that the use of our valet services provides a needed luxury at a reasonable cost.

Valet Parking Jobs

Projects that we have worked on:

For the six month period ended March 31, 2012, we have completed 4 valet parking jobs for various businesses which amounted to $520 in gross revenue. The following is a list of each project that we completed, the amount of revenue generated from the project and the percentage of total revenue for each job:

Project	Revenue Generated		Percentage of Total Revenues
Catering Hall – Private Event	$	170		32.7	%
Charity Foundation Event	$	150		28.8	%
Catering Hall – Private Event	$	129		24.8	%
Catering Hall – Private Event	$	71		13.7	%
Total	$	520

We are continuing to market our services and grow our business by creating relationships with catering hall managers, private party planners and bridal showcases. We are also advertising on the internet with wedding sites.

We can offer a wide range of valet services for all or customers’ needs. Our valet parking attendants provide valet parking services for:

§	Restaurants/Night Clubs

Hotels

§	Country clubs

§	Private parties

Restaurants

We partner with restaurants to make sure we create a memorable experience for every guest. Because of the potential complexity of valet parking at a restaurant due to limited parking availability, we always meet with the restaurant manager or owner and devise a parking plan and determine the most efficient traffic pattern in order to make sure that the valet experience enhances our clients’ guests’ experiences and provides value for our clients.

Hotels

We approach each hotel valet parking assignment by meeting with the hotel to make sure we have a clear understanding of the exact expectations of the hotel. Our approach and protocol will depend on the culture and expectations of the hotel and its operating protocol. We listen to the hotels needs and provide the necessary service. As a matter of course, we consistently review, evaluate and enhance our services to make sure we meet the needs of the hotel and its guests.

Country Clubs

Country clubs require an extraordinarily high personal level of customer service. Our valet parking attendants who service country club accounts are our most experienced valet parkers. In this setting, our customer service must be more personal and family oriented. We strive to make sure all our valet parking attendants working at country clubs remain at the country club in order to develop that level of comfort and familiarity between our parking attendants and each guest.

Catering Halls/Private Events

We provide our services for all types of private events, including weddings, bar mitzvahs, sweet 16, birthday parties, or just a get together with friends. We make sure to greet each guest and keep their cars parked in a safe location during the event.

Insurance

We have obtained a Garagekeepers Liability and General Liability insurance policy which is the standard insurance in the industry. Our insurance policy covers all incidences up to $1,000,000 with a general aggregate amount of $2,000,000. Our deductible is $5,000 per occurrence. For this coverage, we pay $13,375 in premiums per year.

Marketing Objectives

Our strategy for the marketing of our company is a combination of word of mouth, networking and advertising. Our marketing is focused on getting in front of catering halls, party planners and people who have a need for valet parking. We believe the key to marketing in this industry is making sure that our potential customers are aware that we are available to provide them with the valet parking services they need at a reasonable cost.

One of the online forms of advertising we have done is register as a preferred vendor with MyWedding.com. MyWedding.com is a premium website that compiles a comprehensive, easy to use local wedding resource guide. We have paid MyWedding.com a total of $300 to list ourselves as a vendor on their website for a 12-month term. Currently, we are the only valet parking company that has paid to advertise and we are listed at the top of the search category. Since we began advertising with them we have received inquiries for valet parking on a consistent basis and it has resulted in us providing valet parking at 3 separate events.

We have also joined the International Special Events Society (“ISES”). ISES is comprised of over 7,200 professionals in over 38 countries representing special event planners and producers, caterers, decorators, florists, destination management companies, rental companies, special effects experts, tent suppliers, audio-visual technicians, event and convention coordinators, balloon artists, educators, journalists, hotel sales managers, specialty entertainers, convention center managers, and many more professional disciplines. We have joined our local chapter of ISES for the purpose of networking and marketing our services to hotels, wedding planners, and other similar professionals that would potentially use our valet parking services.

We also use LinkedIn to market, network and advertise. We have joined a few local special event groups and attend meetings that are set-up through the LinkedIn group. This has not lead to any engagements but it has been a good opportunity to network with event professionals.

We have also teamed up with a local bridal showcase company, PlanIt Expo, and have agreed to offer free valet parking at all bridal showcases in exchange for free advertising. This has been a good way of obtaining cheap advertising and getting in front of catering halls, party planners and event coordinators.

Additionally, we have built our website www.gardenstatevalet.com where potential customers can find out more about our services and contact us.

Lastly, we will rely on word of mouth from happy and loyal clients that we have done work for to refer our services to friends and neighbors.

Customers

Our customers are restaurants, catering halls, country clubs and private homes that are hosting a special event and expecting a large number of guests. Each customer that contracts with us for services enters into a contract for services and agrees to the specific services that we provides and a specific price for our services..

Since inception, we have completed more than a dozen valet parking jobs at different locations, including hotels, catering halls and private residences.

Competition

The valet parking industry is fragmented and highly competitive, with limited barriers to entry. We face direct competition for each job from similarly situated companies that are both bigger and smaller than GSValet. There are only a few national parking companies that provide valet services and compete with us. We also face competition from numerous smaller, locally owned independent valet parking operators, as well as from hotels, restaurants, catering halls and country clubs that manage their own parking lots and keep the valet parking services “in-house”. Some of our present and potential competitors have or may obtain greater financial and marketing resources than us, which may negatively impact our ability to retain existing contracts and gain new contracts.

We will be able to continue to secure jobs by providing our customers with quality service at an affordable price and being responsible and focused on customer service.

Employees

As of July 10, 2012, Neil Scheckter, our Chief Executive Officer, is our only executive officer and employee. Mr. Scheckter works for us on a part-time basis, and devotes approximately 15 hours per week. Until we are successful in growing our revenue, he will be the sole executive officer responsible for our marketing, securing jobs, staffing our jobs and keeping our financials.

All other people we employ are part-time valet drivers. Each valet parking attendant is paid on a per job basis. On average, we hire approximately 3 drivers per valet driving job and pay each driver approximately $60 per shift (or $10 per hour).

In order to qualify as a valet parking driver, each individual is required to pass our initial screening process which means that they must meet the following qualitative requirements:

·	at least 2 years of licensed driving experience;

·	possess a valid state drivers license, not expired or suspended and with no major violations;

·	cannot have a criminal record;

·	pass a background check and drug test;

·	have dependable transportation to get to and from work;

·	demonstrate good driving skills during a road test, including the ability to drive a stick shift proficiently and to parallel park;

·	pass the company driver written and road test;

·	well-groomed with no beards, mustaches or visible tattoos; and

·	have good customer relations and people skills.

Each valet parking attendant must attend an employee orientation training program which includes a discussion of all of our rules and procedures and the expectations and requirements for our drivers. A copy of our valet parking training and safety manual is attached as Exhibit 10.2.

DESCRIPTION OF PROPERTY

Our principal executive office is located at 4315 Lemac Drive, Houston, Texas 77096 and our telephone number is (732) 851-3527. We do not have a lease agreement for this property. This property is owned by our sole officer and director and he allows us to use the space to run the business.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for quoting of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.

Holders of Capital Stock

As of the date of this registration statement, we had 29 holders of our common stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

No options have been granted as of the date of this registration statement.

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:

GS Valet, Inc.

Houston, Texas

I have audited the consolidated balance sheet of GS Valet, Inc. and its wholly-owned subsidiary (Garden State Valet, LLC) as of September 30, 2011 and the related statement of operations, changes in stockholder’s equity, and cash flows for the period June 15, 2011 (date of inception) through September 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility was to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were 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, I 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. I believe that my audit provide a reasonable basis for my opinion.

In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of GS Valet, Inc. and its wholly-owned subsidiary (Garden State Valet, LLC) as of September 30, 2011, and the results of its operations and its cash flows for the period June 15, 2011 (date of inception) through September 30, 2011, 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 3 to the financial statements, the Company has incurred a loss, has not generated revenue, has not emerged from the development stage, and may be unable to raise further funds through equity or other traditional financing. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

July 5, 2012

F-1

GS VALET, INC.
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2012 (UNAUDITED) AND SEPTEMBER 30, 2011 (AUDITED)

	March 31, 2012			September 30, 2011
	(unaudited)			(audited)
ASSETS

Cash	$	4,884		$	1,822
Prepaid insurance		4,084			-
Total Current Assets		8,968			1,822

Investment in subidiary		-			-

TOTAL ASSETS	$	8,968		$	1,822

LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES
Accrued interest	$	546			51
Loans and advances payable, related party		4,753			-
Notes payable, related party		16,200			3,700
Total current liabilities		21,499			3,751

TOTAL LIABILITIES		21,499			3,751

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value, 10,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $0.0001 par value, 50,000,000 shares
authorized; 5,625,000 shares issued and outstanding		562			-
Additional paid-in-capital		1,238
Accumulated deficit		(14,331	)		(1,929	)
Total Stockholders' Deficit		(12,531	)		(1,929	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	8,968		$	1,822

The accompanying notes are an integral part of these financial statements

F-2

GS VALET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2012 (UNAUDITED) AND
INCEPTION (JUNE 15, 2011) THROUGH MARCH 31, 2012 (AUDITED)

				Inception
	For the Six Months			(June 15, 2011)
	Ended			Through
	March 31, 2012			September 30, 2011
	(unaudited)			(audited)

Revenue	$	520		$	-

Formation and operating expenses		12,427			1,878

Loss from operations		(11,907	)		(1,878	)

Other income (expense)
Interest expense		(495	)		(51	)

Net loss	$	(12,402	)	$	(1,929	)


Weighted Average Per Share:
Weighted average per share - basic and dilutive	$	(0.00	)
Weighted average share outstanding - basic and dilutive		5,344,444

The accompanying notes are an integral part of these financial statements

F-3

				Inception
	For the Six Months			(June 15, 2011)
	Ended			Through
	March 31, 2012			September 30, 2011
	(unaudited)			(audited )
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(12,402	)	$	(1,929	)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Changes in assets and liabilities:
Increase in prepaid expenses		(4,084	)
Increase in accrued expenses		495			51
Increase in loans payable		5,303
Net cash provided (used) by operating activities		(10,688	)		(1,878	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of interest in subsidiary		-			-
Net cash provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		1,250
Proceeds from the issuance of notes		15,000			3,700
Repayments of notes		(2,500	)
Net cash provided by financing activities		13,750			3,700

INCREASE IN CASH		3,062			1,822

CASH, BEGINNING OF PERIOD		1,822			-

CASH, END OF PERIOD	$	4,884		$	1,822


Supplemental Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-cash Transactions:
Shares issued in exchange for incorporation expense	$	550		$	-

The accompanying notes are an integral part of these financial statements

F-4

GS VALET, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
AS OF MARCH 31, 2012

	Common Stock
	$.0001 par value				Additional		Accumulated
	Shares		Amount		Paid in Capital		(Deficit)			Total

Initial formation, June 15, 2011			$	-	$	-	$	-		$	-

Net (loss), for the period ending September 30, 2011								(1,929	)		(1,929	)

Balance, September 30, 2011 (audited)								(1,929	)		(1,929	)

Shares issued to founder		5,000,000		500							500

Issuance of shares in connection with
subsidiary purchase		500,000		50							50

Issuance of shares through Reg D private
placement		125,000		12		1,238					1,250

Net (loss), for the period ending March 31, 2012 (unaudited)								(12,402	)		(12,402	)

Balance, March 31, 2012		5,625,000	$	562	$	1,238	$	(14,331	)	$	(12,531	)

The accompanying notes are an integral part of these financial statements

F-5

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

NOTE 1 – ORGANIZATION

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

Overview of Organization

GSValet through its wholly owned subsidiary, Garden State Valet, provides valet parking services for restaurants, catering halls, hotels and private residences.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

While the Company is operational, it has not produced any significant revenue from its principal business and is a development stage company as defined by the Accounting Standards Codification (ASC) 915 Development Stage Entities.

Principles of Consolidation

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

Use of Estimates

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

F-6

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605 Revenue Recognition which established that revenue can be recognized when persuasive evidence of an arrangement exists, the product has been shipped, all significant contractual obligations have been satisfied and collection is reasonably assured.

Credit Risk

The Company charges fees for services provided for events. General terms of events are payments in advance and payments on completion of services provided. The Company does not typically issue credit terms, however may in the future. As of March 31, 2012 (unaudited) and September 30, 2011 (audited) there were no payments in advance and no outstanding credit issued.

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are defined to include cash on hand and cash in the bank.

Advertising Costs

All advertising costs are charged to expense as incurred. There was no material advertising expense incurred for thethree months ended March 31, 2012 (unaudited) and September 30, 2011 (audited)

Research and Development

The Company does not engage in research and development as defined in ASC Topic 730, “ Accounting for Research and Development Costs .” However, the Company does incur costs including salaries and consulting fees related to its website. These costs are included in Operating Expense in the Statement of Operations.

F-7

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

Property and Equipment

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

Asset Category		Depreciation/ Amortization Period

Furniture and Fixture		3 Years
Office equipment		3 Years
Leasehold improvements		5 Years

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

As of March 31, 2012 (unaudited) and September 30, 2011 (audited) there were no capitalized assets.

Share-based payments

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

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

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

F-8

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

Income Taxes

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

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

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

The Company and its subsidiary did not file federal and applicable state income tax returns for the years ended December 31, 2011. Although the Company is incurring losses since its inception, the Company is obligated to file income tax returns for compliance with IRS regulations and that of applicable state jurisdictions. Management believes that the Company will not incur significant penalty and interest for non-filing of federal and state income tax returns, as well as, federal and state income tax liabilities, as applicable, for the years ended December 31, 2011. The Company is still in the process of determining the amount of net taxable operating losses eligible to be carried forward for federal and applicable state income tax purposes for the years ended December 31, 2011. The Company is still in the process of determining whether to file a consolidated tax return or a separate tax return for a holding company and its subsidiary. The Company has not made any provision for federal and state income tax liabilities that may result from this uncertainty as of December 31, 2011. Management believes that this will not have a material adverse impact on the Company’s financial position, its results of operations and its cash flows.

F-9

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

Earnings Per Share

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

Fair Value of Financial Instruments

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

Accounting Standards Updates

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance has not had a significant impact on the Company’s consolidated financial statements other than the prescribed change in presentation.

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future consolidated financial statements.

F-10

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

NOTE 3 – GOING CONCERN

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

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

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

NOTE 4 – LOANS AND NOTES PAYABLE TO RELATED PARTIES

Loans and Advances Payable

In support of the Company’s efforts and cash requirements, it is relying on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of certain liabilities as they come due. The advances are considered temporary in nature and have not been formalized by a promissory note. Loans and advances are considered payable on demand and is non-interest bearing. The Company owed $4,653 and $0 to these related parties as of March 31, 2012 (unaudited) and September 30, 2011 (audited), respectively.

Garden State Valet, LLC has entered into two notes payable agreements with a unitholder of Garden State Valet, LLC. These notes were assumed as part of the unit purchased agreement dated December 1, 2011. The notes are for a one year period and carry an interest rate of 10%. As of September 30, 2011 (audited), there was $3,700 in notes payable outstanding and an additional $51 in accrued interest. As of March 31, 2012 (unaudited), there was $16,200 in notes payable outstanding and an additional $546 in accrued interest on these loans.

F-11

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

NOTE 5 – RELATED PARTY TRANSACTIONS

The majority shareholders have pledged there support to fund continuing operations; however there is no written commitment to this effect. The Company is dependent upon the continued support of these shareholders.

The Company utilizes space provided by the majority shareholder without charge. Rent was $0 for all periods presented.

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

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

NOTE 6 – CONTINGENCIES

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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

NOTE 7 – EQUITY

Capital Stock

The Company has been authorized 50,000,000 shares of $.0001 common stock. Additionally, the Company has been authorized to issue 10,000,000 shares of preferred stock. The Company has not issued or designated its preferred stock for preference.

F-12

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

Initial Capitalization

During 2011, the issuances of common stock consisted of the follows:

· 5,000,000 shares common stock to its founders totaling $500;

· 500,000 shares common stock to the Unitholders of Garden State Valet; and

· 125,000 shares common stock through a Regulation D offering for $.01 per share totaling $1,250.

Stock Option Plan

The Company has not adopted a Stock Option Plan.

NOTE 8 – INCOME TAXES

The Company has not made provision for income taxes in the six month period ended March 31, 2012 (unaudited) or for the period June 15, 2011 (date of inception) through September 30, 2011 (audited), since the Company has the benefit of net operating losses in these periods.

Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as of March 31, 2012 (unaudited) and September 30, 2012 (audited) (see note 1). The net operating losses carryforwards will begin to expire in varying amounts from year 2031 subject to its eligibility as determined by respective tax regulating authorities.

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

F-13

GS VALET, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

As of March 31, 2012 (unaudited) and September 30, 2011 (audited)

and for the period six month period ending March 31, 2012 (unaudited)

and June 15, 2011 (inception) through September 30, 2011 (audited)

NOTE 9 – SUBSEQUENT EVENTS

Purchase Agreement

On December 1, 2011, GSValet entered into a Unit Purchase Agreement and Share Exchange with Garden State Valet, LLC and the unitholders of Garden State Valet. The Agreement provides for the acquisition of Garden State Valet whereby Garden State Valet shall become a wholly owned subsidiary of GS Valet, Inc. and in connection therewith, the issuance of a total of 500,000 shares of GS Valet, Inc was issued to the unitholders. The September 30, 2012 financial position has retroactively incorporated the activities of Garden State Valet, LLC in these consolidated statements.

Financings

The Company has received proceeds from promissory notes, payable to a related party, issued in exchange for $16,200 in cash. The notes and terms are as follows:

Date of Note	Maturity Date	Interest Rate			Original Amount

June 15, 2011	June 15, 2012		10	%		1,200
November 22, 2011	November 22, 2012		10	%		5,000
December 7, 2011	December 7, 2012		10	%		2,500
January 24, 2011	January 24, 2012		10	%		2,500
February 21, 2012	February 21, 2013		10	%		5,000
					$	16,200

Evaluation

Management has evaluated subsequent events and is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the issuance of this report on July 5, 2012 that should be disclosed.

F-14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

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

Plan of Operations

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

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

Over the next twelve months we hope to continue to grow and expand our network of contacts. We also hope that through these relationships we are able to enter into long-term contracts with hotels, restaurants, catering halls and country clubs to be their exclusive valet parking company. We have begun to develop these relationships and currently provide valet parking on a consistent but “as-needed” basis to one catering hall. We are in discussions with one country club and one hotel to be their exclusive valet parking company. We hope to be able to leverage these relationships and make other contacts in special event business to be able to provide valet parking to a number of different locations on a consistent basis.

Limited Operating History

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

Results of Operations

For the six-month period ended March 31, 2012

Revenue	$	520
Formation and operating expenses		12,427
Loss from operations		(11,907)
Other income (expense)
Interest Expense		(495)
Net loss	$	(12,402)

Our business began on June 15, 2011. Accordingly, no comparisons exist for the prior year’s six month period.

For the six month period ended March 31, 2012

Revenue

For the six month period ended March 31, 2012, we had $520 in revenue.

Formation and Operating Expenses

For the six month period ended March 31, 2012, formation and operating expenses totaled $12,427. Expenses consisted of costs of equipment, compensation paid to valet drivers, insurance costs, corporate start-up costs and other miscellaneous general and administrative costs.

Net Loss

Our net loss for the six months ended March 31, 2012 was $12,402, or $0.00 per common share (basic and diluted).

For the Period June 15, 2011 (Inception)

To September 30, 2011

Revenue	$	-
Formation and operating expenses		1,878
Loss from operations		(1,878)
Other income (expense)
Interest Expense		(51)
Net loss	$	(1,929)

Our business began on June 15, 2011. Accordingly, no comparisons exist for the prior period.

For the period from June 15, 2011 (inception) to September 30, 2011

Revenue

For the period from June 15, 2011 (inception) to September 30, 2011 we had $0 in revenue. We did not generate any revenue during this period because we were setting up all our corporate documents, obtaining insurance, branding our logos and purchasing all parking equipment.

Formation and Operating Expenses

Formation and operating expenses for the period from June 15, 2011 (inception) to September 30, 2011 totaled $1,878. The majority of the expenses incurred during the period consisted of corporate state filings and equipment costs.

Net Loss

As a result of the factors described above, our net loss for the fiscal year ended September 30, 2011 was $1,929.

Liquidity and Capital Resources

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

Our primary uses of cash have been primarily used for the purchase of liability insurance, which is necessary for the implementation of our business, as well as other start-up costs. All funds received have been expended in the furtherance of growing the business and establishing our brand, obtaining valet parking jobs, and ensuring we have the necessary liability insurance required to operate our business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

An increase in working capital requirements to finance additional marketing efforts,

Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and

The cost of being a public company.

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

Our net revenues are not sufficient to fund our operating expenses. At March 31, 2012, we had a cash balance of $4,884. Since inception, we raised $26,450 from the sale of common stock and the issuance of promissory notes to fund our operating expenses, pay our obligations, and grow our company. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We will need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate that we will be profitable in 2012. Therefore our future operations will be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

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

Additionally, in the next 6 months, we intend to take the following steps to further our business plan:

-	Continue to pay our liability insurance premiums; and

-	Conduct a mailing to all local catering halls, restaurants, hotels and party planners to advertise our services.

These steps are all being implemented to further our business plan and increase awareness of our valet parking services. It is expected that these steps will cost approximately $5,000.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Critical Accounting Policies and Estimates

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

Basis of Presentation

Principles of Consolidation

Use of Estimates

Revenue Recognition

Credit Risk

Cash and Cash Equivalents

Advertising Costs

All advertising costs are charged to expense as incurred. There was no material advertising expense incurred for the three months ended March 31, 2012 (unaudited) and September 30, 2011 (audited)

Research and Development

Property and Equipment

Asset Category		Depreciation/ Amortization Period
Furniture and Fixture		3 Years
Office equipment		3 Years
Leasehold improvements		5 Years

As of March 31, 2012 (unaudited) and September 30, 2011 (audited) there were no capitalized assets.

Share-based payments

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

Income Taxes

Earnings Per Share

Fair Value of Financial Instruments

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PR OMOTERS AND CONTROL P ERSONS

The following table sets forth the name and age of officers and director as of July 10, 2012. Our Executive officers are appointed by our Board of Directors and hold their offices until they resign or are removed by the Board. Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

Name	Age	Position

Neil Scheckter	29	Chief Executive Officer, Chief Financial Officer, Secretary and Chairman

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Neil Scheckter, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman

Neil Scheckter has served as President, Chief Executive Officer and Chairman of our Board of Directors since inception. Neil Scheckter has over 10 years of experience in the automotive industry. Mr. Scheckter began his career as an executive assistant at Land Rover Houston from 1998 until 2002. From 2003 to 2009, Mr. Scheckter worked as the Internet Sales Manager, Assistant Manager & Sales Specialist at Moritz Mini located in Arlington, Texas. Finally, from December 2009 to 2011, Neil served as the Director of Operations for the RLB Auto Group based in Fort Worth, Texas. Currently, Neil works as an associate at Guefen Development Company, specializing in residential and commercial development. Neil received his Bachelor’s degree from Northwood University (Cedar Hill, Texas) in Business Administration and Marketing and Management, as well as a minor in Economics.

Director Independence and Board Committees

We do not have any independent directors on our board of directors. Our board of directors solely consists of Neil Scheckter, our Chief Executive Officer, who is not independent. Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulletin Board are not required to have board committees. However, if, at such time in the future, we appoint independent directors on our board we expect to form the appropriate board committees.

We currently do not have a standing audit, nominating or compensation committee. Our board of directors handles functions that would otherwise be handled by each of the committees. We believe that there is not a need for a nominating committee at this time because our board of directors consists of solely one director who is not independent and who is the only decision maker. At such point when we have independent board of directors we will need to establish a nomination committee.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended June 30, 2012.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals ($)

Neil Scheckter, Chief Executive Officer	2011	$	0		0		500	(a)		0		0		0		0	$	500

(a)	Represents 5,000,000 founder shares valued at $0.0001/share that were issued upon inception on November 17, 2011.

Option Grants Table . There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through March 31, 2012.

Aggregated Option Exercises and Fiscal Year-End Option Value Table . There were no stock options exercised during period ending March 31, 2012 by the executive officers named in the Summary Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards Table . There were no awards made to a named executive officers in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

Neil Scheckter, the sole members of our Board of Directors and our sole executive officer, presently does not have an employment agreement with us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of July 10, 2012, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name	Number of Shares Beneficially Owned		Percent of Class (1)

Neil Scheckter		5,000,000		77.22	%

All Executive Officers and Directors as a group (1 person)		5,000,000		77.22	%

(1)	Based on 6,475,000 shares of common stock outstanding as of July 10, 2012.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

The Company’s chief executive officer, Neil Scheckter, may from time to time, provide advances to the Company for working capital purposes.

Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

GS VALET, INC.

975,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is July __, 2012

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee	$	1.20
Federal Taxes	$	0.00
State Taxes and Fees	$	0.00
Transfer Agent Fees	$	0.00
Accounting fees and expenses	$	3,000.00
Legal fees and expense	$	1,000.00
Blue Sky fees and expenses	$	1,200.00
Miscellaneous	$	0.00
Total	$	5,201.20

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

Item 15. Recent Sales of Unregistered Securities

GSValet, Inc. were incorporated in the State of Nevada in November 2011. In connection with incorporation, we issued 5,000,000 shares of common stock to our founder. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

On December 1, 2011, we entered into a Share for Unit Exchange Agreement with Garden State Valet, LLC which resulted in us issuing 500,000 shares of common stock to the two managing members of Garden State Valet, LLC in exchange for the transfer of 100% of the membership units to GSValet, Inc. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

The Company sold through a Regulation D Rule 506 offering a total of 975,000 shares of common stock to 26 investors, at a price per share of $0.01 for an aggregate offering price of $9,750. No underwriters participated in the offering.

The Common Stock issued in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. §230.506:

(A)	No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.

(B)	At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(C)	Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.

(D)	The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.

(E)	None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed in November 2010 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

Item 16. Exhibits and Financial Statement Schedules

EXHIBIT NUMBER		DESCRIPTION

3.1		Articles of Incorporation
3.2		By-Laws
5.1		Opinion of Law Office of Jillian Sidoti
10.1		Form of Customer Contract
10.2		Training and Safety Manual
23.1		Consent of Peter Messineo, CPA
23.2		Consent of Counsel (included in Exhibit 5.1, hereto)

Item 17. Undertakings

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, GS Valet, Inc., the registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on July 11, 2012.

	GS VALET, INC.

	By:	/s/ Neil Scheckter
		Neil Scheckter
		Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Neil Scheckter	Chief Executive Officer, Principal Financial Officer,	July 11, 2012
Neil Scheckter	Controller and Principal Accounting Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by a majority of the board of directors and on the dates indicated.

	Signature		Date

	/s/ Neil Scheckter		July 11, 2012
	Neil Scheckter

EXHIBIT 3.1

EXHIBIT 3.2

BYLAWS

GSVALET, INC.

A Nevada Corporation

As of November 17, 2011

ARTICLE I

Meetings of Stockholders

Section 1.1 Time and Place . Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly authorized notice of the meeting.

Section 1.2 Annual Meeting . The annual meeting of the stockholders shall be held on the date and at the time fixed, from time to time, by the board of directors. The annual meeting shall be for the purpose of electing a board of directors and transacting such other business as may properly be brought before the meeting.

Section 1.3 Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary if requested in writing by the holders of not less than one-quarter (1/4) of all the shares entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 1.4 Notices . Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, except as otherwise required by statute or the articles of incorporation, either personally, by mail or by a form of electronic transmission consented to by the stockholder, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the official government mail of the United States or any other country, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to be given when either handed to the stockholder or delivered to the stockholder’s address as it appears on the records of the Corporation.

Section 1.5 Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting, or at any adjournment of a meeting, of stockholders; or entitled to receive payment of any dividend or other distribution or allotment of any rights; or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or for the purpose of any other lawful action; the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof shall not be more than sixty nor less than ten days before the date of such meeting. The record date for determining the stockholders entitled to consent to corporate action in writing without a meeting shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for any other action shall not be more than sixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at any meeting shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived by all stockholders, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required, shall be the first date on which a signed written consent setting forth the action taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 1.6 Voting List . If the Corporation shall have more than five (5) shareholders, the secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the Corporation’s principal offices. The list shall be produced and kept at the place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.7 Quorum . The holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such a quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice if the time and place are announced at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.8 Voting and Proxies . At every meeting of the stockholders, each stockholder shall be entitled to one vote, in person or by proxy, for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after six months from its date unless the proxy provides for a longer period, which may not exceed seven years. When a specified item of business is required to be voted on by a class or series of stock, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present at a properly held meeting of the shareholders, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the subject matter under consideration, shall be the act of the shareholders, unless the vote of a greater number or voting by classes (i) is required by the articles of incorporation, or (ii) has been provided for in an agreement among all shareholders entered into pursuant to and enforceable under Nevada Revised Statutes §78.365.

Section 1.9 Waiver . Attendance of a stockholder of the Corporation, either in person or by proxy, at any meeting, whether annual or special, shall constitute a waiver of notice of such meeting, except where a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice of any such meeting signed by a stockholder or stockholders entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice.

Section 1.10 Stockholder Action Without a Meeting . Except as may otherwise be provided by any applicable provision of the Nevada Revised Statutes, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

Directors

Section 2.1 Number . The number of directors shall be one or more, as fixed from time to time by resolution of the board of directors; provided, however, that the number of directors shall not be reduced so as to shorten the tenure of any director at the time in office.

Section 2.2 Elections . Except as provided in Section 2.3 of this Article II, the board of directors shall be elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.3 Vacancies . Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Such newly elected director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.4 Meetings . The board of directors may, by resolution, establish a place and time for regular meetings which may be held without call or notice.

Section 2.5 Notice of Special Meetings . Special meetings may be called by the chairman, the president or any two members of the board of directors. Notice of special meetings shall be given to each member of the board of directors: (i) by mail by the secretary, the chairman or the members of the board calling the meeting by depositing the same in the official government mail of the United States or any other country, postage prepaid, at least seven days before the meeting, addressed to the director at the last address he has furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time when mailed; or (ii) in person, by telephone or by electronic transmission addressed as stated above at least forty-eight hours before the meeting, and such notice shall be deemed to have been given when such personal or telephone conversation occurs or at the time when such electronic transmission is delivered to such address.

Section 2.6 Quorum . At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by statute, the articles of incorporation or these bylaws. If less than a quorum is present, the director or directors present may adjourn the meeting from time to time without further notice. Voting by proxy is not permitted at meetings of the board of directors.

Section 2.7 Waiver . Attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by a director or directors entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to the giving of such notice.

Section 2.8 Action Without Meeting . Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors and filed with the minutes of proceedings of the board of directors. Any such consent may be in counterparts and shall be effective on the date of the last signature thereon unless otherwise provided therein.

Section 2.9 Attendance by Telephone . Members of the board of directors may participate in a meeting of such board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 3.1 Election . The Corporation shall have such officers, with such titles and duties, as the board of directors may determine by resolution, which must include a chairman of the board, a president, a secretary and a treasurer and may include one or more vice presidents and one or more assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments and stock certificates complying with Section 6.1 of these bylaws, and one of the officers shall have the duty to record the proceedings of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors; provided, however, that the chairman may appoint one or more assistant secretaries and assistant treasurers and such other subordinate officers as he deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are prescribed in the bylaws or as may be determined from time to time by the board of directors or the chairman. Any two or more offices may be held by the same person.

Section 3.2 Removal and Resignation . Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any officer appointed by the chairman may be removed at any time by the board of directors or the chairman. Any officer may resign at any time by giving written notice of his resignation to the chairman or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any office of chairman of the board, president, vice president, secretary or treasurer shall be filled by the board of directors. Any vacancy occurring in any other office may be filled by the chairman.

Section 3.3 Chairman of the Board . The chairman of the board shall preside at all meetings of shareholders and of the board of directors, and shall have the powers and perform the duties usually pertaining to such office, and shall have such other powers and perform such other duties as may be from time to time prescribed by the board of directors..

Section 3.4 President and Chief Executive Officer . The president shall be the chief executive officer of the Corporation, and shall have general and active management of the business and affairs of the Corporation, under the direction of the board of directors. Unless the board of directors has appointed another presiding officer, the president shall preside at all meetings of the shareholders.

Section 3.5 Chief Financial Officer . The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. The Chief Financial Officer shall report directly to the Chief Executive Officer.

Section 3.6 Vice Presidents . Any Vice President shall have such powers and duties as shall be prescribed by his superior officer or the Board. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine. A Vice President need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

Section 3.7 Secretary . The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, attest it by his signature), and perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.8 Assistant Secretary . The assistant secretary, if any, or, if there is more than one, the assistant secretaries in the order determined by the board of directors or, in lieu of such determination, by the president or the secretary shall, in the absence or disability of the secretary or in case such duties are specifically delegated to him by the board of directors, the chairman, or the secretary, perform the duties and exercise the powers of the secretary and shall, under the supervision of the secretary, perform such other duties and have such other powers as are prescribed by the board of directors, the chairman, or the secretary from time to time.

Section 3.9 Treasurer . The Treasurer, if one shall have been elected, shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time determine.

Section 3.10 Assistant Treasurer . The assistant treasurer, if any, or, if there is more than one, the assistant treasurers in the order determined by the board of directors or, in lieu of such determination, by the chairman or the treasurer shall, in the absence or disability of the treasurer or in case such duties are specifically delegated to him by the board of directors, the chairman or the treasurer, perform the duties and exercise the powers of the treasurer and shall, under the supervision of the treasurer, perform such other duties and have such other powers as are prescribed by the board of directors, the president or the treasurer from time to time.

Section 3.11 Compensation . Officers shall receive such compensation, if any, for their services as may be authorized or ratified by the board of directors. Election or appointment as an officer shall not of itself create a right to compensation for services performed as such officer.

ARTICLE IV

Committees

Section 4.1 Designation of Committees . The board of directors may establish committees for the performance of delegated or designated functions to the extent permitted by law, each committee to consist of one or more directors of the Corporation, and if the board of directors so determines, one or more persons who are not directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.

Section 4.2 Committee Powers and Authority . The board of directors may provide, by resolution or by amendment to these bylaws, for an Executive Committee to consist of one or more directors of the Corporation (but no persons who are not directors of the Corporation) that may exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that an Executive Committee may not exercise the power or authority of the board of directors in reference to amending the articles of incorporation (except that an Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, pursuant to Article 3 of the Articles of Incorporation, fix the designations and any of the preferences or rights of shares of preferred stock relating to dividends, redemption, dissolution, any distribution of property or assets of the Corporation, or the conversion into, or the exchange of shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these bylaws; and, unless the resolution expressly so provides, no an Executive Committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 4.3 Committee Procedures . To the extent the board of directors or the committee does not establish other procedures for the committee, each committee shall be governed by the procedures established in Section 2.4 (except as they relate to an annual meeting of the board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as if the committee were the board of directors.

ARTICLE V

Indemnification

Section 5.1 Expenses for Actions Other Than By or In the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 5.2 Expenses for Actions By or In the Right of the Corporation . The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 5.3 Successful Defense . To the extent that any person referred to in the preceding two sections of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such sections, or in defense of any claim issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5.4 Determination to Indemnify . Any indemnification under the first two sections of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (i) by the stockholders, (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (iii) if such quorum is not obtainable or, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Section 5.5 Expense Advances . Expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article V.

Section 5.6 Provisions Nonexclusive . The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or under any other bylaw, agreement, insurance policy, vote of stockholders or disinterested directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 5.7 Insurance . By action of the board of directors, notwithstanding any interest of the directors in the action, the Corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of this Article V and whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article V or of the Nevada Revised Statutes §78.7502; §78.751 or §78.752 or by any other applicable law.

Section 5.8 Surviving Corporation . The board of directors may provide by resolution that references to “the Corporation” in this Article V shall include, in addition to this Corporation, all constituent corporations absorbed in a merger with this Corporation so that any person who was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity or is or was so serving such other entity at the request of this Corporation, as the case may be.

Section 5.9 Inurement. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.10 Employees and Agents . To the same extent as it may do for a director or officer, the Corporation may indemnify and advance expenses to a person who is not and was not a director or officer of the Corporation but who is or was an employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise.

ARTICLE VI

Stock

Section 6.1 Certificates . Every holder of stock in the Corporation represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the President or chairman of the board of directors, or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 6.2 Facsimile Signatures . Where a certificate of stock is countersigned (i) by a transfer agent other than the Corporation or its employee or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed upon, any such certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.3 Transfer of Stock . Transfers of shares of stock of the Corporation shall be made on the books of the Corporation only upon presentation of the certificate or certificates representing such shares properly endorsed or accompanied by a proper instrument of assignment, except as may otherwise be expressly provided by the laws of the State of Nevada or by order by a court of competent jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guaranty before making any transfer.

Section 6.4 Lost Certificates . The board of directors may direct that a new certificate of stock be issued in place of any certificate issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance of a new certificate, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

Seal

The board of directors may, but are not required to, adopt and provide a common seal or stamp which, when adopted, shall constitute the corporate seal of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or manually reproduced.

ARTICLE VIII

Fiscal Year

The board of directors, by resolution, may adopt a fiscal year for the Corporation.

ARTICLE IX

Amendment

These bylaws may at any time and from time to time be amended, altered or repealed exclusively by the board of directors.

EXHIBIT 5.1

THE LAW OFFICE OF JILLIAN SIDOTI
	38730 Sky Canyon Drive
	Suite A
	Murrieta, CA 92596
	(323) 799 - 1342
	(951) 224 - 6675
	www . jilliansidoti . com

July 11, 2012

V IA ELECTR O N IC MAIL

The Board of Directors

GS Valet, Inc.

4315 Lemac Drive

Houston, TX 77096

Re:		GS Valet, Inc.
		Registration Statement on Form S-1

To whom it may concern:

I have been retained by GS Valet, Inc. a Nevada corporation (the "Company"), in connection with the Registration Statement (the "Registration Statement") on Form S-1, relating to the offering of 975,000 shares of Common Stock of the Company already outstanding. You have requested that I render my opinion as to whether or not the securities proposed are validly issued, fully paid, and non-assessable.

In connection with the request, I have examined the following:

1. Certificate of Incorporation of the Company;

2. Bylaws of the Company;

3. The Registration Statement; and

4. Unanimous consent resolutions of the Company’s Board of Directors.

I have examined such other corporate records and documents and have made such other examinations, as I have deemed relevant.

Based on the above examination, I am of the opinion that the securities of the Company to be issued pursuant to the Registration Statement are validly authorized and are validly issued, fully paid and non-assessable under the corporate laws of the State of Nevada, including the statutory provisions and all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws.

I hereby consent to the filing of this opinion as Exhibit 5.1and by reference, Exhibit 23.2, to the Registration Statement and to the reference to our firm under “Experts” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

Jillian Ivey Sidoti, Esq.
JIS/du

EXHIBIT 10.1

STANDARD VALET SERVICE AGREEMENT

THIS AGREEMENT is made on [ ] [ ], 2012 by and between [___________], with its principal place of business located at [____________________] (the " Event Provider ") and Garden State Valet, LLC, (the " Service Provider "), collectively referred to as the " Parties ".

RECITALS

The Event Provider wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Event Provider on the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto do covenant and agree with each other as follows:

Article I - Key Terms

1.1) Services - The Service Provider shall provide the following services (the " Services ") to the Event Provider in accordance with the terms and conditions of this Agreement:

[# of drivers] valet driving professionals to park guests’ vehicles and supervising the parking premises during the event, provided that the supervision does not include the cars that are “self-parked” or not in the care, custody or control of the Service Provider.

1.2) Date of the Services - The Service Provider shall provide the Services to the Event Provider on [ Event Date ] (the “ Completion Date ”). Such event shall take place between the hours of [____] and [____] with the guests arriving immediately prior to the event and leaving immediately following the event.

1.3) Site - The Service Provider shall provide the Services at the catering hall located at [_________________].

1.4) Price - As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is a total of [____________] Dollars ($___) (the " Price "), which is determined on the basis of One Hundred Twenty Five Dollars ($125) per driver.

1.5) Payment – The Event Provider agrees to pay the Price to the Service Provider on [_______________], immediately following the event.

Article II - General Terms

2.1) Representations and Warranties of Service Provider - The Service Provider represents and warrants that:

a.	it will perform the Services with reasonable care and skill; and

b.	the Service Provided has insurance that is standard and reasonable based on similarly situated valet parking companies conducting similar operations.

2.2) Limitation of Liability

Subject to the Event Provider’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

b.	To the extent it is lawful to exclude the following heads of loss and subject to Event Provider’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

c.	Nothing in this provision will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

2.3) Term and Termination

a.	This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with the provisions of this Agreement, until the Completion Date.

b.	Either Party may terminate this Agreement upon notice in writing if the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party.

Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

2.4) Relationship of the Parties - The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

2.5) Miscellaneous

a.	The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

b.	If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.

The Event Provider shall not assign or transfer all or any part of its rights under this Agreement without the consent of the Service Provider. The Service Provider, in its sole discretion, may assign its rights under this Agreement or subcontract with another company to provide the Services to the Event Provider.

d.	This Agreement may not be amended for any other reason without the prior written agreement of both Parties.

This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

f.	This Agreement shall be construed as if both Parties had equal say in its drafting and thus shall not be construed against the drafter.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

h.	This Agreement shall be governed by the laws of New Jersey and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive courts in New Jersey.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date first written above.

[EVENT PROVIDER]

By: ______________________________

Name:

Title:

GS VALET, INC.

By: ______________________________

Name:

Title:

EXHIBIT 10.2

Valet Parking Training and Safety Program

General Policy

Garden State Valet, LLC recognizes that the safety of their employees, the public, guests and their property are the mission of the Valet Parking Safety Program. To that end, vehicles shall be operated in a safe manner and in compliance with all pertinent state and federal laws. All patrons will be treated professionally and courteously and all our drivers will drive cautiously and obey all traffic laws. The safety and care of our customers and their property is our highest priority.

Required Driver Qualifications

Only approved drivers are permitted to operate guests’ vehicles. All valet parking staff must meet all of the following criteria.

·	Approved drivers must:

o	at a minimum, be nineteen (19) years of age, although twenty-one (21) years of age is preferred;

o	possess a valid state drivers license, not expired or suspended and with no pending Failures to Appear (FTA);

o	cannot have a major* or capitol** violation on their driving record, no more than one (1) at fault accident of any type in the last three years, and no more than two (2) moving violations in the last three (3) years;

o	have dependable transportation to get to and from work;

o	demonstrate good driving skills during a road test, including the ability to drive a stick shift proficiently and to parallel park; and

o	have good customer relations and people skills.

Includes driving while under the influence of drugs or alcohol, reckless driving resulting in bodily injury or property damage, or negligent homicide.

Includes driving after a driver’s license has been suspended, murder or assault with a motor vehicle, theft of a motor vehicle, hit and run, operating a vehicle after the registration has been revoked, or using a false or fictitious driver’s license or registration plates.

Motor Vehicle Reports

Garden State Valet reserves the right to request motor vehicle reports (MVRs) on any employment applicants as well as current employees or contractors with driving responsibilities. MVRs will also be obtained annually for all Company staff with driving responsibilities.

Drivers License

Drivers are required to carry their current driver‘s license when driving vehicles. Employees must immediately notify the location manager of any changes in the status of their license, including any at-fault accidents or moving violations.

Driving Test

The Company reserves the right to conduct both a driving written and road test of any prospective or employed driver, at any time.

Revocation of Driving Responsibility

Employees who:

·	are observed demonstrating carelessness or wanton disregard for safe operation of a motor vehicle, or

·	receive citations for moving violations and DUI infractions, or

·	are involved in chargeable accidents, or

·	no longer meet all the Required Driver Qualifications

will be excluded from driving responsibilities and may face suspension and/or termination from employment.

Driver Education and Training

An employee orientation training program will be held for all valet parking employees. Such training will include all rules and procedures for Garden State Valet and the expectations and requirements for its drivers.

Refresher training will be provided every year. This refresher training is mandatory and failure to attend will result in exclusion of driving responsibilities.

Vehicle Care

Parking the customer’s vehicle:

·	open driver’s door for driver and assist them out of the vehicle;

·	remind guests to remove valuables from the vehicle;

·	only enter the vehicle after all guests have exited;

·	immediately document the condition of the vehicle on the parking ticket and point out any obvious damage to the customer for them to acknowledge the damage by initialing the card next to your notation of damage;

·	clean windows, if necessary, for safe vehicle operation;

·	adjust the seat and mirrors, only when necessary for your safe operation of the vehicle ;

·	drive slow - under 15 MPH;

·	obey all traffic laws (including but not limited to, parking in the direction of the flow of traffic, parking in designated spots only, and wear seatbelts on public streets);

·	yield the right of way to all guests and other vehicles;

·	check right and left blind spots before proceeding;

·	honk when entering blind intersections;

·	only back up when necessary (most damage occurs while backing up);

·	do not operate the radio, air conditioning, and other controls;

·	do not rummage through glove compartment or anything else in the vehicle;

·	leave a safety zone on both sides of the vehicle when you park it to prevent damage;

·	always lock every car while parked;

·	make sure all keys are properly tagged and keep all keys on the key board; and

·	never leave keys or the key board unattended.

Retrieving the vehicle:

·	locate the correct key on the keyboard;

·	run to the correct location to retrieve the car;

·	enter the car and close the doors, safely turn the ignition and put the car in drive (do not move a vehicle with the doors open, even to just pull it up);

·	when pulling a car forward be sure the vehicle is in park instead of drive or reverse. This is a potentially dangerous situation. Just being aware of this will prevent a car from backing or lunging forward with no driver; and

·	exit the car and wait for the driver to enter the car before leaving the car. Close the driver door after the driver has entered the vehicle. Do not leave cars running and unattended.

Driving Altered Vehicles:

Occasionally an altered vehicle will need to be parked. Most of the time this is a vehicle adapted for a handicapped person. Due to potential complexities and possible custom settings, we do not accept any altered vehicles. If one arrives, please notify the driver of our policy and direct them to the nearest available parking space (even if the nearest available space is a space that would typically be reserved for valet parked cars).

Uniform and Conduct

Uniform

The standard uniform is solid black pants (with no cargo pockets), long sleeve tuxedo shirt, black bow-tie, black vest embroidered with the Company logo and black, comfortable running sneakers. In colder months, it is appropriate to wear the company windbreaker or jacket. You must always be wearing a shirt with our company logo. No hats of any kind are permitted.

Conduct of Valet Attendant

·	SMILE and be pleasant, friendly and approachable (this is a service business and our customers should feel comfortable leaving their vehicles with us);

·	greet the customers with “good morning/evening” when they are arriving and “have a good day/night” when they are leaving;

·	always stand in front of key box and be attentive when customers are arriving or departing;

·	no cell phone use while customers are in the vicinity and absolutely no cell phones when operating a customer’s vehicle. Cell phones are only permitted during a shift when there is down time and no customers are within view;

·	no profanity, cursing or slang (you are responsible for maintaining a professional appearance);

·	no consumption of alcohol within 8 hours of reporting to work or during your shift.

·	Never use your cell phone while driving and only away from guests.

·	Personal use of guest’s or company vehicles is strictly prohibited. Guest vehicles must NOT leave the property for any reason, when in the valet service’s care.

This is a service-oriented business; the quality of our service sets us apart. Little things like opening doors and offering to help carry articles for guests sets us apart and reinforces our quality reputation.

Compensation

Each valet attendant is an employee of Garden State Valet, LLC. Valet attendants will receive either an hourly wage or flat fee based on the location and specific job. Valet attendants will also receive tips. All tips should be pooled and split evenly among the valet attendants at the end of each valet job/shift. Intentional withholding of tips will result in immediate termination and such valet attendant will not be eligible for future work with Garden State Valet, LLC.

Under Section 3(m) of the Fair Labor Standards Act, we rely on the tip credit towards minimum wage as compensation for our employees. In order to rely on the tip credit, the following regulations apply:

1)	No employee will receive less than $2.13 per hour as cash wage from the Company (in most cases, employees will receive a flat, per-shift rate);

2)	The additional amount of $5.12 in order to equal the minimum wage will be claimed by the employer as a tip credit (the current minimum wage is $7.25);

3)	The tip credit will not exceed the amount of tips actually received by the tipped employee;

4)	All tips received by the tipped employee are to be retained by the employee; and

5)	This tip credit will not apply unless said employee has been informed of these tip credit provisions.

Reporting an Incident

If an incident (loss, damage, or injury) occurs, report it immediately to the location manager or person in charge. The following things that must be completed in the event of an incident:

·	fill out the damage claim form and document the vehicle condition as shown on the parking ticket (all incidents will be investigated for preventability and fault);

·	take pictures of the alleged damage;

·	get the names and contact information of any witnesses;

·	note the parking time so that security can match it to any camera record; and

·	be courteous but do not admit fault to the customer.

I have read, understand and agree to abide by the principles outlined in this Training and Safety Manual.

____________________________ _____________

Name: Date

EXHIBIT 23.1

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

Consent of Independent Registered Public Accounting Firm

I consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated July 5, 2012, relative to the consolidated financial statements of GS Valet, Inc., as of September 30, 2011 and for the period June 15, 2011 (date of inception) through September 30, 2011.

I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.

/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor Florida

July 11, 2012