U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended March 31, 2018

 

[ ] 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 Ste 502

Houston, Texas 77077

(Address of principal executive offices)

 

832-662-4146

(Issuer's telephone number)

 

Indicate by checkmark 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 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).  [ X] Yes   [  ] No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 5,000,000 as of May 10, 2018

 

 

________________________________________________________________________________________________________________________________________________________________________________________________ 

Global Seed Corporation

Form 10-Q Report Index

 

	Page No:
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets (Unaudited) March 31, 2017 and June 30, 2016	3
Condensed Statements of Operations (Unaudited) for the Nine months ended March 31, 2018 and 2017	4
Condensed Statements of Cash Flows (Unaudited) for the Nine months ended March 31, 2018 and 2017	5
Notes to Condensed Financial Statements (Unaudited)	6-9
Item 2. Management Discussion and Analysis of Financial Condition	10-12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	12
Item 4. Control and Procedures	12
PART 11. OTHER INFORMATION
Item 1. Legal Proceedings	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibit	13
Item 7. Signature	13

 

 

 

 

GLOBAL SEED CORPORATION

Condensed Balance Sheets

 

		March 31, 2018 (Unaudited)		June 30, 2017
ASSETS
Current Assets:
Cash	$	230	$	243
Total Assets	$	230	$	243
LIABILITIES & STOCKHOLDERS’DEFICIT
Current Liabilities:
Due to Related Party		23,750		16,200
Total Liabilities		23,750		16,200
STOCKHOLDERS’DEFICIT
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 March 31, 2018 and June 30, 2017		500		500
Additional Paid-in Capital		52,809		50,980
Accumulated deficit		(76,829)		(67,437)
Total Stockholders’ Deficit		(23,520)		15,957
TOTAL LIABILITIES AND STOCKHOLDERS’DEFICIT	$	230	$	243

 

 

See notes to interim condensed financial statements

 

 

3 

_______________________________________________________________________________________________________________________________________________________________________________________ 

                                                             

 

GLOBAL SEED CORPORATION

Condensed Statements of Operations

(Unaudited)

 

		Three Months Ended March 31, 2018		Three Months Ended March 31, 2017		Nine Months Ended March 31, 2018		Nine Months Ended March 31, 2017
Revenue:	$	-	$	-	$		$	-
OPERATING EXPENSE:
General and Administrative Expenses		2,690		1,742		9,392		9,676
Total Expenses		2,690		1,742		9,392		9,676
Profit (Loss) from Operations		(2,690)		(1,742)		(9,392)		(9,676)
Net Profit (Loss)	$	(2,690)	$	(1,742)	$	(9,392)	$	(9,676)
LOSS PER COMMON SHARES-BASIC AND DILUTED	$	(0.00)	$	0.00	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		5,000,000		5,000,000		5,000,000		5,000,000

 

 

See notes to interim condensed financial statements

 

 

4

 

          ____________________________________________________________________________________________________________________________________________________________________________________

 

 

 

GLOBAL SEED CORPORATION

Condensed Statements of Cash flows

(Unaudited)

 

 

		Nine Months Ended March 31, 2018			Nine Months Ended March 31, 2017
Cash Flows from Operating Activities:	$			$
Net Loss			(9,392)			(9,676)
Add: Imputed interest			1,829
Adjustments to reconcile net loss to net cash used by operating activities:
Change in operating assets and liabilities:
Net Cash used by Operating Activities:			(7,563)			(9,676)
Cash Flow from Financing activities:
Proceeds from related party advances			7,550			7,500
Net Cash provided by Financing Activities			13			7,500
Net (Decrease) Increase in Cash:			13			(2,176)
Cash at Beginning of Period:			243			2,461
Cash at End of Period:	$		230	$		285
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid	$			$
Income taxes paid	$			$

 

See notes to interim condensed financial statements

 

 

5

 

_____________________________________________________________________________________________________________________________________________________________________________________________

 

GLOBAL SEED CORPORATION

Notes to Interim Condensed Financial Statement

March 31, 2018 (Unaudited)

 

NOTE 1 – BUSINESS AND CONTINUED OPERATIONS

 

ORGANIZATION

 

Global Seed Corporation (the “Company”). 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 fiscal year end of the Company is June 30.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying interim financial statements and related notes as of and for the nine months ended March 31, 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”).  The interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the fiscal year presented.

 

The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.

 

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. 

 

CASH & CASH EQUIVALENTS

 

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

 

6

_______________________________________________________________________________________________________________________________________________________________________________________________ 

 

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 is 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.

 

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 1 - 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.

The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established. Interest and penalties on tax deficiencies recognized in accordance with ASC accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

7

 

 ________________________________________________________________________________________________________________________________________________________________________________________________

 

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 March 31, 2018, the Company had no potentially dilutive securities.

 

INTANGIBLE ASSETS

 

When an intangible is purchased from another entity, its value equals the cash or fair market value of the consideration given. The present value of payments on the liability incurred or the fair value of the stock issued may also be used to value externally acquired intangible.

 

 

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 had an accumulated loss of $75,778 in the nine months ended March 31, 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

 

In May, 2016, the FASB issued ASU No.2016-12, Revenue from Contracts with Customers ( Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers ( Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same s the effective date and transition requirements for Topic 606

(and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers ( Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

 

In March, 2016, the FASB issued ASU No.2016-09, Compensation-Stock Compensation ( Topic 718): Improvements to Employee Share-Based Payment Accounting. For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments re effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual periods. If an entity early adopts the amendments in an interim period, any adjustment should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period.

 

 

8

 

__________________________________________________________________________________________________________________________________________________________________________________________________

 

 

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

 

August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company will continue to assess the impact on its financial statements.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 The Company does not have any commitments or contingencies.

NOTE 6 – RELATED PARTY TRANSACTIONS

 

There was $23,750 loan payable related party transaction for the period ended March 31,2018. The Company imputed interest of $1,051 and $778 during period the ended March 31, 2018 and December 31,2017 respectively. This amount is due and payable on demand to the Chief Executive Officer.

 

 

NOTE 7 – CAPITAL STOCK

 

No stock was issued in the nine months ended March 31, 2018. The Company imputed interest of $1,051 during period the ended March 31, 2018.

 

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.

 

9 

 

__________________________________________________________________________________________________________________________________________________________________________________________________

 

ITEM 2. 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. We have started our operations include but not limited to fund raising activities and other business operations. As of March 31, 2017, the company has contemplated acquiring intellectual property rights from third parties. The intellectual property rights have been registered with ISBN. The payment will be made either note payables or the fair value of the stock going to be issued. In addition, the company is seeking to raise working capitals through attending investment conferences in 2017. Our management recently added movie production as part of our business model. The cost of movie production is projected within the range of $5 million to $20 million movie production cost.

 

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. 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. We believe we could achieve a monthly circulation of 10,000 copies within 36 months of our operations. Our initial monthly circulation will be 2,000 copies in Houston, Texas. For the Second year of operation, we believe our monthly circulation will be 3,000 copies. For the third year of operation, we believe our monthly circulation will be 10,000 copies. 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 and there is no guarantee that we will ever be able to achieve a monthly circulation of 10,000 copies within three years.

 

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. The arrangements with journalists and writers were based on word 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.

10

 

______________________________________________________________________________________________________________________________________________________________________________________________

 

We have set aside $1,000 budget for writers monthly. Some of our targeted advertisers are professionals in the field of medicine, law, accounting, real estate, travel and other service industries.

There is no guarantee that advertisers are willing to contribute writings in their fields of the profession. We do not pay any fees to advertisers who contribute their own writings, however, readers will get to know these advertisers who are regular contributors to our journal.

 

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 local restaurants. We have already made arrangements with a few supermarkets to display our journal. Displaying our journal within supermarkets are beneficial to the supermarkets. 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 qualified sale representatives in Houston. However, good and reliable workforces still require careful and selective processes. Once the right candidates are selected, we will provide a brief training session for our sales representatives. We have set aside a 15% as sales commission for our sales representatives, and we have an annual budget of $14,025 to pay commission to our sales representatives. We believe that the estimated budget of $13,100 for two part-time sales representative is sufficient for our initial operations.

 

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. Our budget for marketing and promotion activities is estimated at $1,500 annually. We believe that this estimated budget is sufficient to carry out our marketing and promotion activities in the Chinese community.

 

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 equipment 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 equipment and additional design services. We have a budget our annual expenditures of these essential office equipment at $7,200. We budgeted $4,500 for professional services related to auditing and accounting services and $300 for legal fees related to register of trademarks with the U.S. Patent office.

 

RESULTS OF OPERATIONS

 

The Company had a net operating loss of $9,392 in the nine months ended March 31, 2018, compared to $9,676 for the nine months’ period ended March 31, 2017. The operating expenses incurred between March 31,2018 and March 31, 2017 were similar and mainly used for professional auditing fees and stock transfer agent's expenses.

 

 

11

 

__________________________________________________________________________________________________________________________________________________________________________________________________

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2018, our total assets were $230 in cash and our total liabilities of $23,750 is owing to the CEO. During the nine months’ period ended March 31, 2017 the company had total financing activities of $7,500 compared to $7,100 for the nine months ended March 31, 2018 and 2017 respectively. These represents advances from the CEO. Our Chief Executive Officer officer, Tian Jia, 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.

 

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.

 

 

Item 3. QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.

 

Item 4. CONTROLS AND PROCEDURES.

 

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART 11-OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors of our voting securities are adverse to us or have a material interest adverse to us.

 

12

___________________________________________________________________________________________________________________________________________________________________________________________________ 

 

Item 1A. RISK FACTORS

 

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.

 

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no unregistered sales of equity securities during the quarterly period ended March 31, 2018.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4. MINE SAFETY DISCLOSURES

 

Not Applicable

 

OTHER INFORMATION

 

No

 

Item 6. OTHER EXHIBITS

 

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 Quarterly Report on Form 10Q.

 

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

 

Item 7. 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

 

May 10, 2018

 

 

 

13

 _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________