U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the annual period ended June 30, 2017

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-177157

 

Global Seed Corporation

(Exact name of registrant as specified in its charter)

Texas	27-3028235
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

 

2386 S. Diary Ashford Suite 502

Houston, Texas 77077

(Address of principal executive offices)

 

1-832-662-4164

(Issuer's telephone number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes [ ]No [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes [ ] No [x]

 

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 

Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [ ]Small Reporting company [X] 

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 5,000,000 shares of common stock par value $0.0001 as of September 25,2017.

 

 

Global Seed Corporation

Form 10-K Report Index 

PART I
ITEM 1.	BUSINESS	3-8
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	8
ITEM 2.	PROPERTIES	8
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	MINE SAFETY DISCLOSURES	8
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6.	SELECTED FINANCIAL DATA	10
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	10-12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F1-F10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
ITEM 9B.	OTHER INFORMATION	16
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
ITEM 11.	EXECUTIVE COMPENSATION	15-16
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	17
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	18
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	18
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	19
SIGNATURES		20

 
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 PART 1

 

FORWARD LOOKING STATEMENTS.

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

  

 

AVAILABLE INFORMATION

 

We file certain reports under the Securities Exchange Act of 1934 (the “Exchange Act”). Such filings, including annual and quarterly reports, can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission (“SEC”) at 100 F Street, N.E., Washington, D.C. 20549. Stockholders may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Stockholders can request copies of these documents upon payment of a duplicating fee by writing to the SEC. The reports we file with the SEC are also available on the SEC’s website (http://www.sec.gov). 

 

ITEM 1. DESCRIPTION OF BUSINESS

 

Global Seed Corporation was incorporated in the State of Texas on July 13, 2010. We are engaged principally in the distribution of a monthly journal.

Our product is the Global Seed Journal. It is a monthly journal which will be published in Chinese for its presentation of Asian community news, advertising content, and articles written by contributors. Our mission is to be the Asian publication devoted to community news and promotion of advertising content. We are intent on attracting a readership composed primarily of men and women at the 18 to 65 age group. Our projected revenue will mainly come from advertisers in Houston, Texas. If we are able to begin publishing our journal, there is no guarantee that we will be able to earn revenue from advertisers. We do not intend to charge a subscription fee for our journal , any revenues that we earn will be from selling advertising space in our journal. We intend to publish and distribute our monthly journal in Houston, Texas.

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OUR PRODUCTS AND SERVICES

We are offering the following sections in our journal to target Chinese speaking advertisers and readers in Houston, Texas. There is no guarantee that the advertisers in the industries discussed in this section will choose to purchase advertisements in our journal:

Our proposed journal will devote a special section for the buying and selling of homes in Texas. We believe as the economic downturn worsened, home builders and developers had a harder time selling their new homes, and bankers foreclosed those properties to be liquidated. Our proposed journal is free and accessible at the Chinese speaking neighborhood supermarkets. We have permissions from the local supermarkets to place these freestanding newspaper racks in their designated locations. The local supermarkets do not charge a fees for placing newspaper racks within the designated supermarket as long as we provide our own metal newspaper. We anticipated our real estate listings provide photos, features, and amenities. Our proposed journal goes beyond real estate listings.

Our proposed journal will devote a special section for travel agencies. All travel agents are welcomed to advertise in our journal. We believe our readers will be able to get discount coupons for some travel and tour packages from our advertisers. We will not restricted our advertisers that do not offer discount coupons. We believe that there will be a demand from our readership for travel agents. We believe our advertisers will offer travel coupons, discounted tours and airline tickets directly to our readers. We believe that these promotions from travel agencies will increase our journal's popularity in the community.

Our proposed journal will devote a special section for restaurant advertisers. There are many restaurants in the Chinese speaking communities that offer Chinese, Japanese, and Vietnamese dishes. The restaurant business is highly competitive. We believe our journal can provide a platform to promote a restaurant's business. A section will be devoted for the promotion of special dishes from various restaurants.

Our proposed journal will devote a section for an entertainment guide. This section is the journal's one-stop local entertainment guide. Our reader can go and find out what to do in Houston, from the hot bars, to the latest events, music, movies, styles, and TV.

Our proposed journal will devote a section for business advertisement. We plan to support our growth through business advertisements. We believe that there will be advertisements for businesses, special events, classifieds, and other revenue building advertisements will draw the readers to the journal.

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MARKETING AND PROMOTION STRATEGIES:

 

According to the 2011 Census, Texas is the second most populous U.S. state, next to New York. Texas has experienced strong population growth in recent years. The population growth is mainly in the major cities such as Austin, El Paso, Dallas, Houston, and San Antonio. The Chinese American population in our targeted market in Houston is 24,001. There is no available information regarding the number of Chinese-American who could read Chinese in Houston. We will start operations in Houston, Texas and expand to the California and New York Market within five years. There is no guarantee that we will be able start our journal in Houston or to expand to New York and California within five years.

 

Our proposed journal is a local, free pick up journal that relies totally on advertising revenue from businesses that want to target a niche in the market of Chinese-Americans. Our Proposed journal will be founded on the principle of creating a publication and marketing for businesses who wish to reach the Chinese-American consumer. We believe our proposed journal will not be successful unless our advertising campaigns provide effective results for the businesses that buy ad space.

 

ADVERTISING FOR BUSINESS:

 

Our advertising service begins with an initial concept and design. Our independent printing contractors charge $25 for each advertising design project. Our estimated yearly budget for $800 for design already included the charge of $25 for each advertising design project. We have no intention to hire our staff designers. We believe that advertising is about more than just making the sale. We believe that successful advertising helps our clients’ businesses gain long-term, loyal customers. We believe that the advertising services of Global Seed Journal give organizations the opportunity to increase public awareness through consistent and frequent advertising opportunities. We have our printing contractors to provide the initial concept and design services for our advertisers.

 

Global Seed Journal offers different approaches to connect with our client’s consumer-base. (a) The travel agency advertisers can offer discount coupons and special tour promotions directly to the consumers. (b) Advertisers such as medical doctors, accountants, attorneys and real estate agents could provided their news releases and special content writings with a focus to their targeted consumers. (c) Other advertisers such as the local supermarkets could offer their weekly specials to their targeted consumers. We take great care in developing the options to fulfill the advertising needs of our customers. The City of Houston will be divided into four selling/distribution zones but the journal's contents and the pricing for advertising space are the same for the advertisers.

 

Our sales representatives will find customers through cold calls and direct sales. Each representative will be trained on presenting the journal to potential advertisers. The process of selling to new advertisers is as follow: Get out the phone book and call them, compile a list of targeted advertisers, set up appointments to meet with potential advertisers. We believe that the sales representatives are key to the success of our business because the sales representatives are able to solicit new accounts in the Chinese communities. We believe that as time goes by and journal recognition increases, so will the advertiser's acceptance.

 

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FEATURES OF OUR JOURNAL

 

Global Seed Journal is a monthly publication that reaches the Chinese American consumer. It is our mandate to create an editorial environment that is stimulating, entertaining, informative, and relevant to the Chinese American. There will be twenty local supermarkets locations throughout Houston. It will take one day for an employee to distribute the journal to all of the local supermarkets. The front cover will change monthly and will feature a specific business and/or event relevant to our consumer. The cover is the most critical part of attracting our new market. We believe it must provoke the consumer to pick it up and read it.

 

Global Seed Journal will be a monthly publication that reaches the Chinese American consumer and we have not yet publish our journal. It is our mandate to create an editorial environment that is stimulating, entertaining, informative, and relevant to the Chinese American. We believe our commitment to quality is essential in the journal and magazine industry. We will placed approximately 20 freestanding newspaper racks in some of the designated local supermarkets and our advertisers' locations throughout Houston. It will take one day for an employee to distribute the journal to all of the freestanding newspaper racks. We have permissions from the local supermarkets to place these freestanding newspaper racks in their designated locations. The local supermarkets do not charge a fees for placing newspaper racks within the designated supermarket as long as we provide our own metal newspaper racks. The cost for each of the metal newspaper rack is $45.00. The front cover will change monthly and will feature a specific business and/or event relevant to our consumer. The cover is the most critical part of attracting our new market. It must provoke the consumer to pick it up and read it.

 

FINANCIAL PLAN:

 

Our financial analysis is the focus on the increase of revenue through sales and determining our break-even analysis. Our sales forecast assumes no significant change in costs or prices, which is a reasonable assumption for three-year projection. Our initial concentration will be the sales of advertising space in Houston, Texas. As of June 30, 2017, we have $ 243 in cash for general and administrative expenses. Our company has certain start-up costs typically for development stage companies. We expect to raise additional capital through, among other things, the sale of equity or debt securities, private placement offerings, and advanced funds from our officer and director and there is no guarantee that we will be able to raise additional capital through the sale of equity or debt securities and advanced funds from our officer and director.

 

 REVENUE AND BREAK-EVEN ANALYSIS

 

 Below is the estimated cost of each type of advertising space available to our advertisers. We have adopted a uniform advertising rates throughout the City of Houston. Our rates disclosed for advertisers include our initial design and set up services for advertisers.

 

Type of Ad	9-11 times	3- 8 times	Each time
Full Page Ad	$500	$550	$600
½ Page	$350	$400	$450
¼ quarter page  Classifieds	$200	$250	$300
	$150	$150	$150

 

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BUSINESS STRATEGIES

 

Our market entry strategy will be focused on Chinese communities in Houston, Texas. There is a market for advertisers in Houston, Texas. We will be hiring two sales representatives to solicit advertising accounts through telephone solicitations and personal visits. Our competitors are monthly Chinese language publishers who offer similar products and services in Houston, Texas. We will also compete with other advertisers including English language journals and newspapers. Our initial monthly circulation will be 2,000 copies in Houston, Texas. We intend to increase to 3,500 copies gradually as soon as we are able to sign up more advertisers. We will be initially offering our journal, Global Seed Journal, with front cover in colors and freely distributed to the Chinese communities. As soon as we have achieved a monthly circulation of 10,000 copies in Houston, Texas, we will be adding electronic version of our journal in the internet. One of our business strategies is to expand our readership to other Chinese communities in the United States. Once we have implemented our journal in the electronic format, we believe that we will be able to attract more advertisers and readers.

COMPETITION

We believe our journal competes with several competitors locally in Houston. Our competitors have more prominent brand names and more established with larger market shares; they have greater financial and other resources than we do. We compete based on the followings; the platform on which our products are offered; the way we market and promote our products and services; the effectiveness of the distribution of our products and services. We believe our success in attracting advertisers depends in large part on our ability to identify and successfully respond to customer trends and preferences.

INTELLECTUAL PROPERTY

Management believes that the protection of our intellectual property rights is a key component of our operating strategy. Once our logo is registered with the U.S. Patent office, our potential competitors no longer able to use our company's logo. The legal fees for protecting our intellectual property rights is $300 by register our company's logo with the U.S. Patent Office.

GOVERNMENT AND INDUSTRY REGULATION

 

We will be subject to federal laws and regulations that relate directly or indirectly to our operations, including securities laws. We will also be affected by the State business and tax rules and regulations pertaining to the operation of our business.

RESEARCH AND DEVELOPMENT

Other than time spent researching our business and proposed markets and segmentation, the Company has not spent any funds on research and development activities to date. If the opportunities arise, the Company may elect to initiate research and development activities.

ENVIRONMENTAL LAWS

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

EMPLOYEE AGREEMENTS

The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Our  officer and director, Ms. Tian Jia,  is responsible for general and administrative duties and sales activities. We intend to hire part-time sales representatives on a commission basis to keep our overhead to a minimum. Our current commission for advertising sale is 15% of the gross sale.

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

　

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

　

ITEM 2. PROPERTIES

 

We maintained our principal office at 2386 S. Diary Ashford, Houston, Texas 77077

 

ITEM 3. LEGAL PROCEEDINGS

 

We know of no material, active, or pending legal proceeding against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation or action involves damages for more than 10% of our current assets. There are no proceedings in which any of our company directors, officers, or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our company interest.

　

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable

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PART II

　

ITEM 5. MARKET FOR REGISTRATNT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

MARKET INFORMATION

 

We are currently quoted on the OTCMARKETS.COM. under the Ticker Symbol: GLBD. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:

 

		Fiscal 2017								Fiscal 2016
		High				Low				High				Low
First Quarter ended September 30		$	4.25			$	3.50			$	0.70			$	0.55
Second Quarter ended December 30		$	4.25			$	3.50			$	1.07			$	1.07
Third Quarter ended March 30		$	4.25			$	3.50			$	2.89			$	0.55
Fourth Quarter ended June 30		$	9.00			$	3.50			$	0.55			$	0.55

 

 

HOLDERS OF OUR COMMON STOCK 　

 

As of June 30, 2017, we had 5,000,000 shares of our common stock issued and outstanding.

 

DIVIDEND

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of director.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

We do not have any compensation plan under which equity securities are authorized for issuance.

 

 RECENT SALES OF UNREGISTERED SECURITIES

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2017.

 

ITEM 6. SELECTED FINANCIAL STATEMENTS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

 

This section of the prospectus 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 an undue certainty on these forward-looking statements, which apply only as of the date of this prospectus; these forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

PLAN OF OPERATIONS

 

Our plan of operations for the next twelve months is to proceed with the implementation of our business plan.

 

CREATE OUR CORPORATE WEBSITE

 

It is part of our business strategy to have our corporate website. A website can convey our corporate images and services to potential advertisers throughout the United States. Web designers charge between $500 to $10,000 for website design projects. We believe our estimated cost for $2,500 will be sufficient to cover our website design. The estimate time to complete our website is between one or two months. Once the website is completed, it requires to continue updates with new contents and services. One of our business strategy is to have our on-line journal that is accessible throughout the United States. The internet has a wider readership than the local printed media. As soon as we have achieved a monthly circulation of 10,000 copies in Houston, Texas, we will be adding electronic version of our journal in the internet. The estimated cost of adding an electronic version of our journal on our website is $5,000. Our initial monthly circulation will be 2,000 copies in Houston, Texas.  Once we have implemented our journal in the Internet format, we believe that we will be able to attract more advertisers and readers. There is no guarantee that we will be able to achieve the monthly circulation as of the estimated dates. 

 

PRINTING AND PUBLISHING

 

We have obtained printing estimations with printing contractors and publishers who agreed to provide printing services to our journal. These contractors have the required printing machines to produce our journal. One of our major expenditures for our business will be the printing and publishing costs.

 

Printing contractors also have the capabilities to offer related design services for our journal. We estimated our additional design services offer by our independent printing contractor will be $800. These journalists and writers could contribute writings in many subject areas and able to meet our deadlines. The arrangements with journalists and writers were based on work counts. We believe journalists and writers typically charged $0.01 per word count and there is no guarantee that we will be able to purchase articles for $0.01 per word count. We have set aside $500 budget for writers each monthly.

 

It is customary for free newspapers, journals and magazines to set up their own metal newspaper racks within supermarkets and other designated areas such as banks and some Chinese restaurants. We have already made arrangements with a few supermarkets to display our journal. Displaying our journal within supermarkets are beneficial to the supermarkets and us. We believe any readers are motivated to pick up free newspapers, magazines or journals at supermarkets. We believe the readers' presence increase foot traffics to the supermarkets for shopping.

 

HIRING COMMISSION SALES REPRESENTATIVES

 

It is less costly to hire commission sales persons than salaried employees because the Company is not required to contribute payroll taxes and other employees' benefit. We believe that it is not difficult to recruit one or two experienced sale representatives in Houston. Many new immigrants from China are highly educated, and some of them have experiences in sales and other related fields. However, good and reliable workforces still require careful and selective processes. We estimate the screening and recruiting of qualified sale representatives require one or two months.

 

MARKETING AND PROMOTION

 

Our marketing and promotion activities include business networking among business and community leaders in Houston. One of our goals is to maintain good relationship with journalists in the Chinese community. We will invite journalists for luncheons and encourage them to offer any suggestions to improve our productivity and sales.

 

EXPANDING OUR BUSINESS ACTIVITIES

 

In addition to outsource our printing and publishing tasks to local printing contractors, we believe that the Company requires some of the essential office equipments to carry out our daily operations. These office equipments include but not limited to desktop and laptop computers, copy machine, scanning machine, accounting software, office furniture and telephone equipments and additional design services.

 

RESULTS OF OPERATIONS

 

For the fiscal year ended June 30, 2017, the Company has accumulated operating loss of $67,437 and the Company had a positive cash of $243 in the year ended June 30, 2017 compared to $2,461 for the year ended June 30, 2016. The Company incurred operating expenses of $11,318 compared to $6,218 in prior year. We incurred a net loss of $12,798 for the year ended June 30, 2017, compared to $6,218 for the year ended June 30, 2016.

 

 

 

 LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2017, our total assets were $243 in cash and our total liabilities was $16,200 of related party loans due to our CEO. Our former Chief Executive Officer, Su Zhi Da, verbally agreed to advance funds to us for general and administrative expenses for the next twelve months or until such a time the company begins to generate revenues. We do not have any third-party banking or financing agreements in place to provide us with a source of liquidity.

 

 

GOING-CONCERN CONSIDERATION

 

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no material transactions, arrangements, obligations or other relationships with entities or other persons that have or are reasonably likely to have a material current or future impact on its financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

 

CRITICAL ACOUNTING POLICIES AND USE OF ESTIMATES

 

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s (SEC) Regulation S-X. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

 

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

 

CASH AND CASH EQUIVALENTS

 

For purposes of the statement of cash flows, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of June 30, 2017 and 2016, we had no cash equivalents.  

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

As of June 30, 2017 and 2016, we believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

NET LOSS PER SHARE CALCULATION

 

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. During the periods presented, we had no dilutive financial instruments issued or outstanding.  

 

INCOME TAXES

 

We account for income taxes pursuant to FASB ASC 740, “Income Taxes”. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 

We maintain a valuation allowance with respect to deferred tax assets. We establish a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration our financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

 

Changes in circumstances, such as us generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.    

 

 

 ITEM 7A. QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

　

ITEM 8.　FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

See pages F-1 through F-6.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of June 30, 2017 disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.

 

Management’s Report on Internal Controls over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

 

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

 

•Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this evaluation, we concluded that our internal control over financial reporting was not effective as of June 30, 2017. A material weakness is a control deficiency, or a combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management concluded that the following material weakness existed in the following area as of June 30, 2017.

 

1. Separation of duties and restricted access of cash receipts and its equivalent. Check signing is not independent of the initiator of purchases, approver of purchases and cash bookkeeping. To remediate these material weaknesses, we are hiring a accounting staff for this internal control function. Notwithstanding the existence of this material weakness in our internal controls, we believe that our financial statements fairly present, in all material respects, our balance sheets at June 30, 2017 and our statements of operations, stockholders’ deficit and cash flows for the years ended June 30, 2017  in conformity with GAAP.

 

Inherent Limitations on Effectiveness of Controls

 

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

(a)

Attestation Report of the Registered Public Accounting Firm

 

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report.  We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

 

(b)

Changes in Controls and Procedures

 

There were no significant changes made in our internal controls over financial reporting during the year ended June 30, 2017 that have materially affected or are reasonably likely to materially affect these controls.  Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

 

Item 9B.  Other Information

 

None.

   

 

ANNUAL FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm			F-1
Balance Sheet as of June 30, 2017 and June 30, 2016			F-2
Statement of Operations for the years ended June 30, 2017 and 2016			F-3
Statement of Cash flows for the years ended June 30, 2017 and 2016			F-4
Statement of Stockholder's Equity for the years ended June 30, 2017 and 2016			F-5
Footnotes			F-6-F-10

 

F-1

______________________________________________________________________________________________________________________________________________________________________________________________________________

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders of

Global Seed Corporation

 

We have audited the accompanying balance sheets of Global Seed Corporation as of June 30, 2016 and the related statements of operations, stockholders' equity and cash flows for each of the years in the two -year period ended June 30, 2016. Global Seed Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Seed Corporation as of June 30, 2016, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has accumulated losses from operations and limited resources which together raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these 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/ ZBS Group, LLP

Plainview, NY

September 26, 2016

 

__________________________________________________________________________________________________________________________________________________________________________________________________________________________

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Global Seed Corp

 

We have audited the accompanying balance sheet of Global Seed Corp (the "Company”) as of June 30, 2017, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year then ended. The financial statements for the period ended June 30, 2016 were audited by other auditors whose report expressed an unqualified opinion on the financial statements. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2017, and the results of its operations, changes in stockholders’ deficit and its cash flows for the year then ended, 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, these conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

/s/ M&K CPAS, PLLC

Houston, Texas

September 26, 2017

 

__________________________________________________________________________________________________________________________________________________________________________________________________

 

GLOBAL SEED CORPORATION

Balance Sheets

 

		June 30, 2017		June 30, 2016
ASSETS
Current Asset:
Cash and Cash Equivalent		243		2,461
Total Assets	$	243	$	2,461
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Due to related party		16,200		7,100
Total Current Liabilities		16,200		7,100
STOCKHOLDERS' EQUITY
Preferred Stock 9,989,886,988, par Value $0.0001; -0- issued and outstanding
Common Stock 8,999,886,999 shares authorized: $0.0001 par value; 5,000,000 shares issued and Outstanding as of June 30, 2017 and 2016		500		500
Additional Paid-in Capital		50,980		49,500
Accumulated deficit		(67,437)		(54,639)
Total stockholder's (Deficit) Equity		(15,957)		(4,639)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	243	$	2,461

 

The accompanying notes are an integral part of these financial statements

 

 

F-2

_______________________________________________________________________________________________________________________________________________________________________________________________ 

 GLOBAL SEED CORPORATION

Statements of Operations

			Year Ended June 30, 2017		Year Ended June 30, 2016
Revenue:		$	-	$	3,500
OPERATING EXPENSE:
General and Administrative Expenses			11,318		9,718
Total Expenses			11,318		9,718
Loss from Operations:			(11,318)		(6,218)
Interest Expense			1,480		-
Net Loss			(12,798)		(6,218)
LOSS PER COMMON SHARES-BASIC AND DILUTED			(0.00)		(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			5,000,000		5,000,000

 

The accompanying notes are an integral part of these financial statements

 

F-3

__________________________________________________________________________________________________________________________________________________________________________________________________

 

Global Seed Corporation

Statements of Cash Flows

		Twelve Months Ended June 30, 2017		Twelve Months Ended June 30, 2016
OPERATING ACTIVITIES:
Net Loss	$	(12,798)	$	(6,218)
Adjustments to reconcile net loss to net cash used by operating Activities:
Imputed Interest		1,480
Change in operating assets and liabilities:
Increase in due to related party		9,100		7,100
NET CASH PROVIDED BY ( USED BY) OPERATING ACTIVITIES:
NET CASH PROVIDED BY FINANCING ACTIVITIES:
Net Increase ( Decrease) of Cash:		(2,218)		882
Cash at Beginning of Year:		2,461		1,579
Cash at End of Year:	$	243	$	2,461
Supplemental Cash Flow Disclosure:
Interest Paid	$	-	$	-
Taxes paid	$	-	$	-

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-4

 

___________________________________________________________________________________________________________________________________________________________________________________________________

 

GLOBAL SEED CORPORATION

Statements of Stockholder’s Equity

Years ended June 30,2016 and 2017

 

 

			Common Shares	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total Stockholders' Deficit
Balance on June 30, 2015		5,000,000		500	49,500	(48,421)	1579
Net Loss on June 2016						(6,218)	(6,218)
Balance on June 30, 2016		5,000,000		500	49,500	(54,639)	(4,639)
Imputed Interest					1,480		1,480
Net Loss on June 30, 2017						(12,798)	(12,798)
Balance on June 30,2017		5,000,000		500	50,980	(67,437)	(15,957)

 

The accompanying notes are an integral part of these financial statements

 

F-5

 

__________________________________________________________________________________________________________________________________________________________________________________________________

 

GLOBAL SEED CORPORATION

Notes to the Financial Statements

Years Ended June 30, 2017 and 2016

 

NOTE 1 – BUSINESS AND CONTINUED OPERATIONS

 

ORGANIZATION

 

Global Seed Corporation was incorporated on July 13, 2010 in the State of Texas. The initial operations have included organization and incorporation, target market identification, new business development, marketing plans, fund raising, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the Asian communities in Houston, Texas.  The Company is a publishing company that publishes a monthly journal called the Global Seed Journal.

 

 

The fiscal year end of the Company is June 30.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying financial statements for Global Seed Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with Regulation S-X promulgated by the Securities and Exchange Commission.

 

USE OF ESTIMATES

 

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States 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 and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

REVENUE RECOGNITION

 

The Company recognizes revenue from the sale of advertising services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue will consist of selling of adverting services and will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectivity is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as unearned revenue. The Company's financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the publication is provided and costs are recorded in the period incurred rather than paid.

 

FAIR VALUE MEASUREMENTS

 

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company has no other financial instruments.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

* level l - quoted prices in active markets for Identical assets or liabilities

* level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

* level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

 INCOME TAXES

 

The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis 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. A valuation allowance is recorded when in the opinion of management, it is “more likely-than-not” that a deferred tax asset will not be realized.

 

BASIC AND DILUTED NET LOSS PER SHARE

 

Net loss per share is calculated in accordance with ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

As of June 30, 2017 and 2016, the Company had no potentially dilutive securities.

 

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 as of liabilities in the normal course of business. The Company has accumulated operating loss of $67,437 as of June 30, 2017. The Company had a positive cash of $243 for cash and cash equivalent assets for the fiscal year ended June 30, 2017. Management’s plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. 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 -RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures .

 

 

NOTE 5 – DEFERED INCOME TAX

 

 

The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at June 30, 2017 and 2016 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the year ended June 30, 2017 and 2016 were as follows :

 

		Year Ended June 30
		2017				2016
Income tax benefit at U.S. statutory rate of 35%		$	23,602			$	18,577
Total provision for income tax			(23,602)				(18,577)
		$	-			$	-

 

The Company’s approximate net deferred tax asset as of June 30, 2017 and 2016 was as follows:

 

Deferred Tax Asset:		June 30, 2017				June 30, 2016
Net operating loss carryforward		$	67,437			$	54,639
Valuation allowance			(67,437)				(54,639)
Net deferred tax asset		$	-			$	-

 

The net operating loss carryforward was $67,437 at June 30, 2017. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended June 30, 2017 and 2016 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $18,577 in 2016. The potential tax benefit arising from the loss carryforward will expire in 2036 .

 

Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance .

 

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position .  

The Company's income tax rate computed at the statutory federal rate of 35%, applied to our Net Operating Loss of $67,437 provided a deferred tax credit of $23,602, which will begin to expire in 2031 unless utilized first. An allowance of $23,602  has been established, since it is more likely than not that some or all of the deferred tax credit will not be realized.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company does not have any commitments nor contingencies.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

There was $16,200 loan payable related party transactions for the year ended June 30, 2017. This amount is due and payable on demand to the former Chief Executive Officer. The Company imputed interest of $1,480 for the year ended June 30, 2017.

 

 

F-6

_________________________________________________________________________________________________________________________________________________________________________________________________

 

 NOTE 8 – LITIGATION

 

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

 

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND ON FINANCIAL DISCLOSURE

 

None

  

13

 

 __________________________________________________________________________________________________________________________________________________________________________________________________

 

Part III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors, executive officers, their ages, positions held, are as follows:

　

Our officers and directors and their ages and positions are as follows:

 

Name 　　　　　　　　　　　　Position

Tian Jia　　　　　　　　　　CEO, CFO, DIRECTOR

 

 

 BUSINESS EXPERIENCE

 

The following is a brief summary of the education and business experience of our director and executive officer during at least the past five years, indicating her business experience, occupation during the period, and the name and principal business of the organization by which she was employed.

 

Tian Jia, US citizen. From 1990 to 1994, she studied fluid Mechanics and graduated with a Bachelor Degree at Harbin University.  From 2007-2010, she worked at Great Wall Builders Ltd., as a Chief Executive Officer and Chief Financial Officer involved in solar systems building activities including project supervision, acquisition of building materials, and negotiation of contracts with suppliers. She was responsible for managerial, corporate finance, accounting and business developments. Great Wall Builder Ltd was a residential builder of homes in certain redevelopment areas, including the city of Houston and surrounding counties. From 2010- 2017, she works at Yamamoto Company., as a Chief Executive Officer and Chief Financial officer coordinating financial reporting and new business developments.

 

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past five years, including:

 

1. any bankruptcy petition filed by or against any business of which such person was a general partner executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding ( excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or

4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity futures Trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

　

14

___________________________________________________________________________________________________________________________________________________________________________________________________

CORPORATE GOVERNANCE　

 

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

 

The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee's duties will be to recommend to the Company's Board of Directors the engagement of an independent registered public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company's Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 

ITEM 11. EXECUTIVE COMPENSATION

 

There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table below.

 

EQUITY INCENTIVE PLAN

 

We did not have an Equity Incentive Plan in place as of June 30, 2017 and 2016.

15

___________________________________________________________________________________________________________________________________________________________________________________________________

 

PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS

 

As of June 30, 2017 and 2016, we had no pension plans, compensatory plans or other arrangements that provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

 

LONG-TERM INCENTIVE PLANS

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  

  

SUMMARY COMPENSATION TABLE

 

 

Name	Position held with the company	Date First elected or appointed
Tian Jia	Director, President, Treasurer, Secretary	June 28, 2017

 BUSINESS EXPERIENCE

 

The following is a brief account of the education and business experience of our director and executive officer during at least the past five years, indicating each person's business experience, principal occupation during the period, and the name and principal business of the organization by which he/she was employed.

 

 Tian Jia, US citizen. From 1990 to 1994, she studied fluid Mechanics and graduated with a Bachelor Degree at Harbin University. From 2007-2010, she worked at Great Wall Builders Ltd., as a Chief Executive Officer and Chief Financial Officer involved in solar systems building activities including project supervision, acquisition of building materials, and negotiation of contracts with suppliers. She was responsible for managerial, corporate finance, accounting and business developments. Great Wall Builder Ltd was a residential builder of homes in certain redevelopment areas, including the city of Houston and surrounding counties. From 2010- 2017, she works at Yamamoto Company., as a Chief Executive Officer and Chief Financial officer coordinating financial reporting and new business developments.

 

 

During the past ten years, Ms. Tian has not been the subject to any of the following events:

 

1.	Any bankruptcy petition filed by or against any business of which Ms. Tian was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2.	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

 

3.	An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Su's involvement in any type of business, securities or banking activities.
4.	Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.   16

 

(L) EXECUTIVE COMPENSATION.

 

The Company presently not does have employment agreements with any of its named executive officer and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers.  Due to financial constraints typical of those faced by a development stage business, the company has not paid any cash and/or stock compensation to its named executive officer.

 

Our current named executive officer holds substantial ownership in the Company.  As our business and operations expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives.

 

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last twelve months for all services rendered to us.

 

 

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
Tian Jia CEO, CFO	2017		0	0	0	0	0	0		0	0

 _________________________________________________________________________________________________________________________________________________________________________________________________

COMPENSATION OF DIRECTORS TABLE

 

The table below summarizes all compensation paid to our directors for our last twelve months.

 

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)
Tian Jia	0	0	0	0		0	0		0

  

17

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following is a table detailing the current shareholders of Global Seed Corporation., owning 5% or more of the common stock, and shares owned by our directors and officers as of June 30, 2017.

 

 

Title of Class		Beneficiary Owner [1]	Beneficial ownership[2]		% of ownership[3]
Common Stock		Su Zhi Da	1,000,000		20%
Common Stock		Li Ji	1,125,000		22.5%

 

[1] All director and executive officer and director as a group (2).

 

[2] Based on the total of 5,000,000 outstanding common shares as of June 30, 2017.

 

18

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None

 

DIRECTOR INDEPENDENCE

 

We are not subject to listing requirements of any national securities exchange(s) and, as a result, we are not at this time required to have our board comprised of a majority of independent directors.

　

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor(s) in connection with the audit of the Company annual financial statements for the years ended:

 

		2017		2016
Audit Fees	$	3,000	$	5,000
Audit-related fees		4,500		4,500
Tax Fees		-
Total	$	7,500	$	9,500

 

PRE-APPROVAL POLICIES AND PROCEDURES

 

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by independent auditors and tax consultants, and the estimated fees related to these services.

 

19

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PART 1V

 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibit 3.1 Article of Incorporation *

Exhibit 3.2 Bylaws of Registration*

Exhibit 31.1  Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101 XBRL data files of Financial Statements and notes contained in this Annual Report on Form 10-K**

 

* Previously filed

** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Global Seed Corporation

/s/ Tian Jia

 

By: Tian Jia

Chief Executive Officer/Chief Financial Officer

 

September 26, 2017.

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