Attached files
| file | filename |
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| EX-31.2 - CERTIFICATION - Global Seed Corp | f10k2018ex31-2_globalseed.htm |
| EX-31.1 - CERTIFICATION - Global Seed Corp | f10k2018ex31-1_globalseed.htm |
| EX-32.1 - CERTIFICATION - Global Seed Corp | f10k2018ex32-1_globalseed.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2018
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-55199
Global Seed Corporation
(Exact name of registrant as specified in its charter)
| Texas | 27-3028235 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
3905, Vanke ITC Center, Changan, Dongguan, China 523845
(Address of principal executive offices)
Tel: (852) 65533834
(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 ☒
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 ☒
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 ☒ 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, a smaller reporting Corporation or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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 October 12, 2018.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Global Seed Corporation
Form 10-K
Table of Contents
| i |
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.
ITEM 1. DESCRIPTION OF BUSINESS
Global Seed Corporation was incorporated in the State of Texas on July 13, 2010. We had been engaged principally in the distribution of a monthly journal prior to our change in control consummated on June 2, 2018.
On May 21, 2018, Leung Kwok Hei, Chi Siu On, Leung Siu Hung and Chan Hiu (collectively, the “Purchasers”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with various holders (the “Sellers”) of the common stock of Global Seed Corporation, a Texas company (the “Company”). Pursuant to the terms of the Purchase Agreement, the Sellers transferred to the Purchasers certain of their shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), or an aggregate of 4,492,000 shares of Common Stock (such transaction, the “Share Purchase”). The Share Purchase was closed on June 1, 2018.
At the closing of the Share Purchase, there was a change in our board and executive officers. Ms. Jia Tian, sole director, President, Treasurer and Secretary of the Company appointed Leung Kwok Hei to serve as director and Chief Executive Officer and Chan Hiu as director and Chief Financial Officer of the Company, with such appointment effective on June 1, 2018. Ms. Jia Tian resigned from all her positions with the Company effective on June 1, 2018.
Prior to our change in control, our product was the Global Seed Journal. It is a monthly journal published in Chinese for its presentation of Asian community news, advertising content, and articles written by contributors.
| 1 |
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
We maintained our principal office at: 3905, Vanke ITC Center, Changan, Dongguan, China 523845.
As of the date of this report, the Company is not a party to any legal proceeding that could reasonably be expected to have material impact on its operations or finances.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
| 2 |
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 2018 | Fiscal 2017 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
| First Quarter ended September 30 | $ | 3.50 | $ | 3.50 | $ | 4.25 | $ | 3.50 | ||||||||
| Second Quarter ended December 31 | $ | 3.50 | $ | 3.50 | $ | 4.25 | $ | 3.50 | ||||||||
| Third Quarter ended March 31 | $ | 3.50 | $ | 3.50 | $ | 4.25 | $ | 3.50 | ||||||||
| Fourth Quarter ended June 30 | $ | 3.50 | $ | 3.50 | $ | 4.25 | $ | 3.50 | ||||||||
HOLDERS OF OUR COMMON STOCK
As of June 30, 2018, we had 5,000,000 shares of our common stock issued and outstanding and we had 35 holders of record.
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, 2018.
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.
| 3 |
RESULTS OF OPERATIONS
For the fiscal year ended June 30, 2018, the Company has accumulated operating loss of $80,369 and the Company had a positive cash of $132 compared to $243 for the year ended June 30, 2017. The Company incurred operating expenses of $10,611 compared to $11,318 in prior year. We incurred a net loss of $12,932 for the year ended June 30, 2018, compared to $12,798 for the year ended June 30, 2017.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2018, our total assets were $132 in cash. 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, 2018 and 2017, we had no cash equivalents.
| 4 |
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, 2018 and 2017, 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.
| 5 |
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-10.
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 report. Based on that review and evaluation, the CEO and CFO have concluded that as of June 30, 2018 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.
| 6 |
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 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework in 2013 (the “2013 COSO Framework”). As a result of this evaluation, we concluded that our internal control over financial reporting was not effective as of June 30, 2018. 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, 2018.
| 1. | We did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members. |
| 2. | We did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
| 3. | We did not have formal control procedures in place related to the approval of related party transactions. |
Because of these material weaknesses, our Chief Executive Officer, and Chief Financial Officer, has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2018, based on the criteria established in 2013 COSO Framework. Due to the size and operations of the Company, we are unable to remediate these deficiencies until we acquire or merge with another company.
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 changes made in our internal controls over financial reporting during the year ended June 30, 2018 that have materially affected or are reasonably likely to materially affect these controls.
None.
| 7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Global Seed, Inc
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Global Seed Corporation (the Company) as of June 30, 2018 and 2017 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the two-year period ended June 30, 2018 and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017 and the results of its operations and its cash flows for the two-year period ended June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
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 suffered losses from operations which raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2017.
Houston, TX
October 12, 2018
| F-2 |
Balance Sheets
| June
30, 2018 | June
30, 2017 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and Cash Equivalent | $ | 132 | $ | 243 | ||||
| TOTAL ASSETS | $ | 132 | 243 | |||||
| LIABILITIES AND STOCKHOLDER’S DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Account Payable | $ | - | $ | 16,200 | ||||
| TOTAL LIABILITIES | - | 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 June 30, 2018 and 2017 | 500 | 500 | ||||||
| Additional Paid-in Capital | 80,001 | 50,980 | ||||||
| Accumulated Deficit | (80,369 | ) | (67,437 | ) | ||||
| Total stockholder’s Deficit | 132 | (15,957 | ) | |||||
| TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT | $ | 132 | $ | 243 | ||||
The accompanying notes are an integral part of these financial statements
| F-3 |
Statements of Operations
| Year
Ended June 30, 2018 | Year
Ended June 30, 2017 | |||||||
| OPERATING EXPENSES: | ||||||||
| General and Administrative Expenses | $ | 10,611 | $ | 11,318 | ||||
| Total Operating Expenses | 10,611 | 11,318 | ||||||
| Loss from Operations | (10,611 | ) | (11,318 | ) | ||||
| Imputed Interest | 2,321 | 1,480 | ||||||
| Net Loss | $ | (12,932 | ) | $ | (12,798 | ) | ||
| Loss per Common Shares -Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weight Average Number of Shares outstanding-Basic and Diluted | 5,000,000 | 5,000,000 | ||||||
The accompanying notes are an integral part of these financial statements
| F-4 |
Statements of Cash Flows
| Year
Ended June 30, 2018 | Year
Ended June 30, 2017 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | (12,932 | ) | $ | (12,798 | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Imputed Interest | 2,321 | 1,480 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Forgiveness of Due to Related Party | 26,700 | - | ||||||
| Due to Related Party | (16,200 | ) | 9,100 | |||||
| Cash used in operating activities | (111 | ) | (2,218 | ) | ||||
| Net decrease in cash | (111 | ) | (2,218 | ) | ||||
| Cash at Beginning of Year: | 243 | 2,461 | ||||||
| Cash at End of Year: | $ | 132 | $ | 243 | ||||
| Supplemental Cash Flow Disclosure: | ||||||||
| Interest Paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements
| F-5 |
Statements of Stockholder’s Deficit
Years ended June 30, 2018 and 2017
| Common shares | Common Stock | Additional
Paid-in Capital | Accumulated
Deficit | Total
Stockholders Deficit | ||||||||||||||||
| Balance on June 30, 2016 | 5,000,000 | $ | 500 | $ | 49,500 | $ | (54,639 | ) | $ | (4,639 | ) | |||||||||
| Imputed Interest | - | - | 1,480 | - | 1,480 | |||||||||||||||
| Net Loss | - | - | - | (12,798 | ) | (12,798 | ) | |||||||||||||
| Balance on June 30, 2017 | 5,000,000 | 500 | 50,980 | (67,437 | ) | (15,957 | ) | |||||||||||||
| Forgiveness of debt Due to Related Party | - | - | 26,700 | - | 26,700 | |||||||||||||||
| Imputed Interest | - | - | 2,321 | - | 2,321 | |||||||||||||||
| Net Loss | - | - | - | (12,932 | ) | (12,932 | ) | |||||||||||||
| Balance on June 30, 2018 | 5,000,000 | $ | 500 | $ | 80,001 | $ | (80,369 | ) | $ | (132 | ) | |||||||||
The accompanying notes are an integral part of these financial statements
| F-6 |
Notes to the Financial Statements
Years Ended June 30, 2018 and 2017
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 had involved developing a business plan and establishing contacts and visibility in the Asian communities in Houston, Texas. Prior to the change in control on June 2, 2018, the Company was 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.
| F-7 |
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, 2018 and 2017, 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 losses of $80,369 as of June 30, 2018. The Company had cash of $132 at June 30, 2018. 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.
| F-8 |
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.
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 – 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, 2018 and 2017 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, 2018 and 2017 were as follows:
| Year
Ended June 30, 2018 | Year
Ended June 30 2017 | |||||||
| Income tax benefit at statutory rate | $ | 16,390 | $ | 23,602 | ||||
| Total Provision for income tax | $ | 16,390 | $ | 23,602 | ||||
| F-9 |
The Company’s approximate net deferred tax asset as of June 30, 2018 and 2017 was as follows:
| June
30, 2018 | June
30, 2017 | |||||||
| Deferred Tax Asset: | ||||||||
| Net Operating Loss Carryforward | $ | 78,048 | $ | 67,437 | ||||
| Valuation Allowance | (78,048 | ) | (67,437 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
The net operating loss carryforward was $78,048 at June 30, 2018. The Company provided a valuation allowance equal to the deferred income tax asset for the years ended June 30, 2018 and 2017 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The allowance was $78,048 at June 30, 2018. The potential tax benefit arising from the loss carryforward will expire in 2037.
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 21%, applied to our net operating loss carryforward of $78,048 provided a deferred tax asset of $16,390 which will begin to expire in 2037 unless utilized first. An allowance of $16,390 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 $0 balance in due to related party liability at June 30, 2018. The Company imputed interest of $2,321 and $1,480 respectfully for the years ended June 30, 2018 and 2017. During the year ended June 2018, $26,700 was forgiven resulting in an increase in additional paid in capital and decrease due to related parties of $26,700.
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.
NOTE 9 – SUBSEQUENT EVENTS
None.
NOTE 10 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND ON FINANCIAL DISCLOSURE
None
| F-10 |
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:
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience of our 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.
| Name | Age | Position | ||||
| Leung Kwok Hei | 32 | Director & CEO | ||||
Leung Kwok Hei, director and CEO Mr. Leung, age 32, serves as Chief Operating Officer of Zheng Gong Trading Ltd Co in DongGuan, China since 2016. Prior to that, He was a sales manager of Amadio Wines China at Dongguan, China from 2013 to 2016 and an assistant manager of Vancouver Chinatown Merchants Association from 2006 to 2011. Mr. Leung studied Criminology in Simon Fraser University at Vancouver, BC.
| Name | Age | Position | ||||
| Chan Hiu | 45 | Director & CFO | ||||
Chan Hiu, director and CFO Mr. Chan, age 45, serves as Financial Controller of Zheng Gong Trading Ltd Co in DongGuan, China since 2016. Mr. Chan was a financial advisor of Shenzhen Long Fu Capital based in Shenzhen, China from 2009 to 2016, consult with clients for financial needs and develop marginal investment plans. Prior to that, He was an owner and financial controller of Motoring Concept Distribution in Orlando, Florida from 2001 and 2008. Mr. Chan received his Bachelor of Business Accounting degree from University of Central Florida in Orlando, Florida in 2000.
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.
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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, 2018 and 2017.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
As of June 30, 2018 and 2017, 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.
(L) EXECUTIVE COMPENSATION.
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.
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COMPENSATION OF OFFICER AND DIRECTOR’S TABLE
The table below summarizes all compensation paid to our Officers and directors for our last twelve months.
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | Nonqualified Deferred Plan | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
| Leung Kwok Hei, CEO | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Chan Hiu, CFO | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards | Non-Equity Incentive Plan | Nonqualified Deferred Plan | All Other Compensation | Total ($) | |||||||||||||||||||||||||
| Chi Siu On, Director | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Leung Siu Hung, Director | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
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, 2018.
| Title of Class | Beneficiary Owner | Number of Shares | % of Ownership | |||||||
| Common Stock | Leung Kwok Hei | 789,000 | 25.8 | % | ||||||
| Common Stock | Chi Siu On | 2,125,000 | 42.5 | % | ||||||
| Common Stock | Leung Siu Hung | 789,000 | 15.8 | % | ||||||
| Common Stock | Chan Hiu | 789,000 | 15.8 | % | ||||||
| 10 |
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:
| 2018 | 2017 | |||||||
| Audit Fees | $ | 4,000 | $ | 3,000 | ||||
| Audit-Related Fees | 3,750 | 4,500 | ||||||
| Tax Fees | - | - | ||||||
| Total | $ | 7,750 | $ | 7,500 | ||||
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.
| 11 |
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 31.2 | Certificate of Principal Accounting 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
| 12 |
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 | ||
| Date: October 12, 2018 | BY: |
/s/ Leung Kwok Hei |
| Leung Kwok Hei | ||
| Chief
Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| BY: | /s/ Leung Kwok Hei | Director and Chief Executive | Date: October 12, 2018 | ||
| Leung Kwok Hei | Officer (Principal Executive Officer) | ||||
| BY: | /s/ Chan Hiu | Chief Financial Officer | Date: October 12, 2018 | ||
| Chan Hiu | (Principal
Executive Officer and Principal Financial Officer) |
| 13 |