SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-1
( Amendment 7)
REGISTRATION STATEMENT
UNDER THE
SECURITIES
ACT O
F 1933
Global Seed Corporation.,
(Exact name of registrant as specified in its
charter)
Texas
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2721
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27-3028235
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( State or other jurisdiction of
incorporation or organization)
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( Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Global Seed Corporation
2386 Diary Ashford, #502,
Houston, Texas 77077
Tel: 713-898-6818 Fax: 713-513-5852
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Su Zhi Da
Global Seed Corporation
2386 Diary Ashford, #502,
Houston, Texas 77077
Tel: 713-898-6818 Fax: 713-513-5852
( Name, address, including Zip Code, and telephone
number, including area code, of agent for service)
Send copies to:
Kristie L. Lewis
Attorney-At-Law
P.O. Box 31472
Houston, Texas 77231
Tel: (832)-598-7435 Fax: 832-553-1902
E-mail: Klewisattyatlaw@gmail.com
Approximate date of commencement of proposed sale to public: As
soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [ x ]
If this Form is filled to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462 (d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filler, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “small reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer [ ] Accelerated filer
[ ]
Non-accelerated
filer [ ] Small reporting
company [x]
1
Calculation of Registration Fee
Class of Securities
To be Registered
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Amount to be registered
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Proposed Maximum Offering Price
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Proposed Maximum
Aggregate Offering Price
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Amount of Registration
Fee
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Common Stock
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2,500,000
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US$0.05
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US$125,000
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$14.51[1]
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[1]
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Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT
OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a),
MAY DETERMINE.
2
The information in this prospectus is not complete and may be changed.
These securities may not be sold (except pursuant to a transaction exempt from the registration requirements of the Securities
Act) until the Registration Statement filed with the Securities and Exchange Commission (“SEC”) is declared effective.
This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
Subject to completion: March 15, 2012
Prospectus
Global Seed Corporation
2,500,000 Shares of Common Stock
The selling shareholders named in this prospectus
are offering 2,500,000 shares of our common stock offered through this prospectus. The 2,500,000 shares offered by the selling
shareholders represent 50% of the total outstanding shares as of the date of this prospectus. We will not receive any proceeds
from this offering. We have set an offering price for these securities of $0.05 per share of our common stock offered
through this prospectus. This offering constitutes the Company's initial public offering.
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Offering Price
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Underwriting Discount and commission
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Proceeds to Selling Shareholders
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Per share
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$0.05
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None
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$0.05
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Total
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$125,000
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None
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$125,000
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Our common stock is presently not traded on
any market or securities exchange. The sales price to the public is fixed at $0.05 per share until such time as the shares of our
common stock are traded on the OTCBB (Over-the-Counter Bulletin Board). Although we intend to apply for quotation of
our common stock on the OTC Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes
traded on the OTC Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately
negotiated prices by the selling shareholders. Our common stock may never be quoted on the OTCBB. Investing in our common stock
involves a high degree of risk. You should read this entire prospectus carefully, including the section entitled “Risk Factors”.
Page 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
3
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PART 1- Prospectus
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Page
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Prospectus Summary
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5
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Summary of Financials
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6
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Risk Factors
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7-10
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Use of Proceeds
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11
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Determination of Offering Price
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11
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Dilution
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11
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Selling Security Holders
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11-12
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Plan of Distribution
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13
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Description of Securities to be registered
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14
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Interests of Name Experts and Counsel
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14
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Description of Business
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15-18
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Description of Property
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19
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Legal Proceedings
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19
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Common Equity and related stockholders information
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20
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Management ’s Discussion and Analysis
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21-22
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Director and executive officers
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23
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Executive Compensation
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24
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Security ownership of Certain Beneficial owners
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25
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Disclosure of Commission Position on Indemnification
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26
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Part 11- Information not required in Prospectus
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Other expenses of Issuance and Distribution
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28
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Indemnification of Directors and Officers
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28
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Recent Sales of Unregistered Securities
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29
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Financial Statements Schedules
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F1-F11
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Undertakings
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30
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Signature
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31
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DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______ , all dealers that effect in
these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in
addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
4
PROSPECTUS SUMMARY AND RISK FACTORS
THE COMPANY
Global Seed Corporation ( 'we", "us", "
Global Seed" ) is a development stage company that has commenced some of its planned principal operations; its operations
to date have been devoted primarily to develop the
Global Seed Journal
.
OUR PRODUCTS AND SERVICES
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
. Since becoming
incorporated, we have not made any significant purchases or sales of assets, nor have we been involved in any mergers, acquisitions,
or consolidations. We have no intention to merge with another company, to be acquired by another company, or to act as a Blank
Check Company. We have a specific business plan and purpose. As such, we are not a Blank Check Company as that term is defined
in Rule 419(a)(2) of Regulation C of the Securities Act of 1933.
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. We intend to publish and distribute our monthly journal in Houston, Texas. If we
are able to begin publishing our journal, there is no guarantee that we will be able to earn enough revenue from advertisers to
continue as a going concern and to accomplish our business goals. 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.
A
dvertisers
already deposited $6,300 advertising fees with us. Based on our projected plan of operations, our monthly "burn rate"
is $4,000 and our cash position could sustained our operation for the next twelve months. Our projected date to publish our first
journal is March 30, 2012.
We believe that our lack of operating
history and uncertainty regarding our ability to generate revenues are material concerns. Additionally, there can be no assurance
that the actual expenses incurred will not exceed our estimates or that cash flows from operating activities. As a result, our
independent auditors have expressed substantial doubt about our ability to continue as a going concern.
Global Seed Corporation is a development stage company that has
commenced its planned operations. The operations of the Company to date have been devoted primarily to start-up activities which
include the following:
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Formation of the Company:
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Development of our business Plan;
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Capital raising activities ;
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Hire attorney and auditor to prepare the S-1 registration;
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Entering agreements with our vendors for printing services;
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Recruitment of sales representatives;
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Signed up advertisers for our journal.
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As of December 31, 2011, we have not generated
revenues and our assets consist of $51,209 and our net loss for the most recent interim periods were $(2,226) and $(5,091) respectively.
We believe our present capital will be able to carry out our planned operations for 12 months. Based on our projected plan of operations,
our monthly "burn rate" is $4,000. The estimated amount of funds needed to accomplish our business goals is $48,000.
We will not received any funds from this Offering. There is no guarantee that we will be able to raise additional capital through,
among other things, the sale of equity or debt securities, private placement offerings, and there is no guarantee that our officer
and director will advance funds to us.
A
dvertisers already deposited advertising fees with us.
Our projected date to publish our first journal is March 30, 2012.
Our officer, Su Zhi Da, is responsible for the general and
administrative duties, and we have two part-time employees. As of December 31, 2011, We have 5,000,000 shares issued and outstanding.
Our administrative office located at the premises of our President, Su Zhi Da, which he provides on a rent-free basis. The address
is 2386 Diary Ashford, #502, Houston, Texas 77077. Our telephone number is (713)-898-6818 and our fax number is (713)-513-5852
Global Seed Corporation's fiscal year end is June 30.
5
NUMBER OF SHARES BEING OFFERED
This prospectus covers the resale by the selling
stockholders named in this prospectus of up to 2,500,000 shares of our common stock. As of the filing of this prospectus, we have
35 non-affiliated shareholders of record of our common stock. We are registering 2,500,000 shares of our common stock held by 35
stockholders named in this prospectus. This does not include the 2,500,000 shares held by our sole Officer and Director, Su Zhi
Da. The selling stockholders will sell their shares of our common stock at a fixed price of $0.05 per share until our common stock
is quoted on the OTC Bulletin Board, there is no guarantee that our common stock will ever be quoted on the OTC Bulletin Board.
NUMBER OF SHARES OUTSTANDING
There were 5,000,000 shares of our common stock issued and outstanding as
of December 31, 2011.
ITEM 3. SUMMARY INFORMATION, RISK FACTORS.
The summarized financial data presented
below
should be read in conjunction with our June 30, 2011 audited financial statements and December 31, 2011 unaudited interim financial
statements included elsewhere in the filing.
SUMMARY FINANCIAL INFORMATION
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For the six months Ended December 31, 2011
( unaudited)
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From July 13, 2010 ( Inception) through June 30, 2011
( audited)
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BALANCE SHEET DATA
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Total Assets
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$51,209
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$49,500
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Total Liabilities
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$6,300
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$2,365
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Total Stockholder's Equity
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$44,909
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$47,135
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INCOME STATEMENT
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Revenue
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$-
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$-
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Total Expenses
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$2,226
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$(2,865)
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Net Profit/Loss
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$(2,226)
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$(2,865)
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Net Loss Per Share
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$(0.00)
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$(0.00)
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Weighted Average number of Common shares
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5,000,000
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5,000,000
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6
AN
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE
INVESTING IN OUR COMMON STOCK
.
(A) RISKS RELATED TO GOLBAL SEED INC.,
(1
) As a company in the early stage of development, our limited
history of operations makes evaluation of our business difficult.
We were incorporated on July 13, 2010, and
our business is in the development stage. Our business prospects are difficult to predict because of our limited operating history.
We will encounter risks and difficulties frequently experienced by early-stage companies, such as the printing and publishing industry.
Our business activities during the next 12 months will be focused on the implementation of our business plan. While we intend to
focus on developing our advertising market and to expand our operations, we may not attain profitable operations. Our management
may not succeed in realizing our business objectives.
(2) Our Independent Auditor has indicated that he has substantial
doubts about our ability to continue as a going concern.
John-Kinross Kennedy, our independent auditor,
has expressed substantial doubt about our ability to continue as a going concern. Potential investors should be aware that there
are difficulties associated with being a new venture, and the high rate of failure associated with this fact. The Company had a
operating loss of $(2,226) in the six months ended December 31, 2011 and $(5,091) since inception, July 30, 2010. The Company had
a positive cash flow of $51,209 for cash and cash equivalent assets for the six months ended December 31, 2011 from the issuance
of stock. Management’s plans to continue as a going concern include raising additional capital through sales of common stock
and expect to publish our first journal on or before March 31, 2012. Our financial statements included with this prospectus have
been prepared to assume that we will continue as a going concern. Our auditor has made reference to the substantial doubt as to
our ability to continue as a going concern in his audit report on our audited financial statements for the period ended June 30,
2011. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition
and business prospects will be adversely affected.
(3)
The Company's financial condition
may be negatively affected by This Offering.
The Company will not receive any proceeds from
the sale of shares through this offering. Further, the Company has agreed to pay the expenses of this offering estimated
at $4,865. Therefore, the Company's financial condition may be negatively affected by the amount of expenses related to this
offering.
(4)
The interests of our controlling
shareholder, who exerts significant influence over us, may conflict with ours.
Our largest shareholder, Su Zhi Da, is also
our President and Chairman of the Board. Su Zhi Da directly owns 50% of our issued and outstanding common stock. The interests
of Su Zhi Da may conflict or even compete with our interests and those of our shareholders. As a result of his substantial ownership
of our outstanding common stock, Su Zhi Da will be able to influence or control matters requiring approval by our stockholders,
including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. Su Zhi Da may
also have interests that differ from those of another stockholders and may vote in a way with which stockholders may disagree and,
which may be adverse to their interests. This concentration of ownership may have the effect of delaying, preventing or deterring
a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their stock as part
of a sale of our company, and might ultimately affect the market price of our stock. Conversely, this concentration may facilitate
a change in control at a time when stockholders may prefer not to sell.
7
(5)
The
Company has 9,989,886,988 of preferred shares authorized and can issue them without shareholder consent. if these shares are issued,
it could materially impact the common shareholder's rights, dilution, and value.
The Company has authorized 9,989,886,988 preferred
shares of stock and can issue them without shareholder consent. Any issuances of preferred stock would have priority over the common
stock with respect to dividend or liquidation rights. If the Company issues these shares, they have additional rights and privileges
that could materially impact common shareholders. The future issuance of our authorized Common Shares and Preferred Stock may result
in substantial dilution in the percentage of our Common Shares held by our then existing stockholders.
(6) Su Zhi Da's position with the company and his ability
to fix his salary may create conflicts of interest that adversely affected the interests of another stockholders.
Our sole director and officer, Su Zhi Da, can
fix his salary may create conflicts of interest that adversely affect the interests of other shareholders. Mr. Su occupied all
corporate positions and it may not be possible to have adequate internal controls and that, because the sole director and officer
will determine his salary and perquisites, you may not have funds available for net income.
(
7)
Our internal controls may not be adequate because our sole executive officer, Su Zhi Da, occupies all corporate positions.
Because our sole executive officer, Su zhi
Da, occupies all corporate positions. We may not adequately administered our internal controls over disclosure or financial reporting. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Since
we have only one officer and director, the controls can easily circumvented by our sole officer and director which could result
in adverse consequences to us.
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(8)
We do not expect to pay dividends
in the foreseeable future.
We have never paid any dividends on our common stock. We do not
expect to pay cash dividends on our common stock at any time in the foreseeable future. The payment of dividends directly depends
upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.
Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on
an increase, if any, in the market value of our common stock.
(9)
The costs to meet our reporting as
a public company will be substantial and may result in insufficient funds to meet our routine business obligations.
If we become a public entity, subject to the
reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting,
legal and other expenses. We estimate that these costs could range up to $4,500 per annum.
(B) RISKS RELATED TO OUR BUSINESS AND INDUSTRY
(10)
If we can successfully begin operations, we will face
intense competition from other companies.
If we successfully begin operations, we will face intense competition
from other companies with more capital. If we do not manage our operations effectively and cannot establish our company as a viable
competitor, our revenues will be adversely affected.
(11
) If we fail to maintain our relationships
with our authors, illustrators, publishers, our business could be adversely affected.
Our business is highly dependent on maintaining
relationships with our future relationships with writers, publishers, and other creative talent responsible for our journal. We
believe any overall weakening of our future relationships with these professionals could have an adverse impact on our business
and financial performance. We do not have printing plants to publish our journal, and we must rely on external vendors and publishing
companies to print our journal. Any disruption of services with our vendors could be adversely affected our business.
(12) The economic slowdown and national and worldwide financial
instability, may continue to affect the Company’s business condition and results of operations.
Advertisers generally reduce spending during
economic downturns. The recent slowdown in the United States has adversely affected the demand for our targeted market in Houston
advertising. Advertising demand is a factor in determining advertising rates. A prolonged recession and diminished demand could
result in a reduction in the advertising rate structure.
8
(13)
Our competitors have more
prominent brand names and more established with larger market shares.
Our competitors have more prominent
brand names and with larger market shares. Our competitors 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 intent to charge less for our advertising services than our
competitors that could be adversely affected our profit margin. We do not yet market, promote or distribute our journal.
(14)
We do not expect to pay dividends
in the foreseeable future.
We have never paid any dividends on our common
stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The payment of dividends
directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors
will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend
solely on an increase, if any, in the market value of our common stock.
(C) RISKS RELATED TO THIS OFFERING
(15
) There is currently no public market for our securities,
and there can be no assurance that any market will develop.
There is no public market for our securities
and there can be no assurance that an active trading market for the securities offered herein will develop after this offering
by the selling stockholders, or if developed, be sustained. After the effective date of the registration statement of which this
prospectus forms a part, we intend to try to identify a market maker to file an application with the Financial Industry Regulatory
Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We will have to satisfy certain criteria
in order for our application to be accepted. There can be no assurance that our common stock will ever be quoted on the OTC Bulletin
Board or that any market for our common stock will develop. We do not currently have a market maker that is willing to participate
in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite
criteria or that our market maker’s application will be accepted. Our common stock may never be quoted on the OTC Bulletin
Board, or, even if quoted, a public market may not materialize.
(16
) Because we will be subject to “penny
stock” rules if our shares are quoted on the OTC Bulletin Board, the level of trading activity in our stock may be reduced.
Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction. The broker-dealer must disclose this fact and the broker-dealer’s presumed control
over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account.
Consequently, these requirements may have the effect of reducing the level of trading activity in the secondary market. If a trading
market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find
it difficult to sell their shares.
9
(17
) FINRA sales practice requirements
may limit a stockholder’s ability to buy and sell our stock.
FINRA rules require that, a stockbroker, in
recommending an investment to a customer, have reasonable grounds for believing that the investment is suitable for that customer.
Prior to recommending speculative securities to their non-institutional customers, stockbrokers must make efforts to obtain information
about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of
these rules, FINRA believes that there is a high probability that low-priced securities will not be suitable for certain customers.
FINRA requirements will likely make it more difficult for brokers to recommend that their customers buy our common stock, which
may have the effect of reducing the level of trading activity in our common stock. As a result, fewer brokers may be willing to
make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.
(18)
We arbitrarily determined the price
of the shares of our common stock to be resold by the selling stockholders, and such price may not reflect the actual market price
for the securities.
The initial offering price of $0.05 per share
of common stock offered pursuant to this prospectus was determined by us arbitrarily. The price is not based on our financial condition
and prospects, market prices of securities of comparable publicly traded companies, certain operating information of companies
engaged in similar activities to ours, or general conditions of the securities' market. The price may not be indicative of the
market price, for the common stock that may develop in the trading market after this offering. The market price of the securities
offered herein, if any, may decline below the initial public price at which our stock is quoted. Moreover, recently the stock markets
have experienced extreme price and volume fluctuations, which had a negative effect impact on smaller companies. In the past, securities'
class action litigation has often been instituted against various companies following periods of volatility in the market price
of their securities. If instituted against us would result in substantial costs and a diversion of management’s attention
and resources, which would increase our operating expenses and affect our financial condition and business operations.
(19) Pursuant to Section 15(d), we will be required to file periodic
reports with the SEC once this registration statement is declared effective.
Pursuant to Section 15(d), we will be required
to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports
on Form 8-K, once this registration statement is declared effective. However, the reporting obligations under Section 15(d) are
automatically suspended when (1) any class of securities of the issuer reporting under Section 15(d) is registered under Section
12 of the Exchange Act or (2) at the beginning of the issuer’s fiscal year, the class of securities covered by the registration
statement is held of record by fewer than 300 persons. We are required to file the necessary reports in the fiscal year that
the registration statement is declared effective. After that fiscal year and provided we have less than 300 shareholders, we are
not required to file those reports. If those reports are not filed by us, the investors will have reduced visibility as to the
company and our financial condition, which may negatively impact our shareholders’ ability to evaluate our prospects.
10
ITEM 4. USE OF PROCEEDS.
We will not receive any proceeds from the sale
of the common stock offered through this prospectus by the selling stockholders.
ITEM 5. DETERMINATION OF THE OFFERING PRICE.
There is no established public market for our
shares of common stock. The offering price of $0.05 per share was determined by us arbitrarily. We believe that this price reflects
the appropriate price that a potential investor would be willing to invest in our common stock at this initial stage of our development.
This price bears no relationship whatsoever to our business plan, the price paid for our shares by our founder, our assets, earnings,
book value or any other criteria of value. The offering price should not be regarded as an indicator of the market price, if any,
of the common stock that may develop in the trading market after this offering, which is likely to fluctuate.
ITEM 6. DILUTION
The shares of common stock to be sold by the
selling stockholders are shares that are currently issued and outstanding. Accordingly, there will be no dilution to our existing
stockholders as a result of the offering by the selling stockholders pursuant to this prospectus.
ITEM 7. SELLING SECURITY HOLDERS.
We closed an issue of 1,500,000 shares of common
stock on July 15, 2010 to a total of twenty five (25) purchasers at a price of $0.006 per share. The total proceeds received from
this offering were $9,000. In addition, we closed an issued of 1,000,000 shares of common stock on June 28, 2011 to a total of
ten (10) purchasers at a price of $0.04 per share. On June 28, 2011, 1,000,000 shares of common stock were issued for stock subscription
receivables at $0.04 per share. The stock subscription receivables were subsequently received in cash on August 29, 2011. We completed
these two offerings pursuant Rule 903(a) and conditions set forth in Category 3, Rule 903(b)(3) of Regulation S of the Securities
Act of 1933.
11
The following table sets forth certain information regarding
the beneficial ownership of shares of common stock by the Selling Shareholders as of June 30, 2011 and the number of shares of
Common Stock covered by this prospectus.
NAME OF
SHAREHOLDERS
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SHARES OF COMMON STOCK OWNED PRIOR OFFERING
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|
SHARES OF COMMON
STOCK TO BE SOLD
|
|
SHARES OF COMMON
STOCK OWNED AFTER
OFFERING (1)(2)
|
PERCENTAGE OF
COMMON STOCK
OWNED AFTER
OFFERING (1) (2)
|
Xiong
Yang
|
65,000
|
65,000
|
-0-
|
0.00%
|
Xiao Yan Yang
|
65,000
|
65,000
|
-0-
|
0.00%
|
Ji
Li *
|
65,000
|
65,000
|
-0-
|
0.00%
|
Yan Li*
|
65,000
|
65,000
|
-0-
|
0.00%
|
Ye Li*
|
65,000
|
65,000
|
-0-
|
0.00%
|
Zhong
Yi Li*
|
55,000
|
55,000
|
-0-
|
0.00%
|
Yu Hua Liu
|
55,000
|
55,000
|
-0-
|
0.00%
|
Hai
Bo Fu
|
55,000
|
55,000
|
-0-
|
0.00%
|
Bao
Wei Wang
|
55,000
|
55,000
|
-0-
|
0.00%
|
Jia
Wang
|
55,000
|
55,000
|
-0-
|
0.00%
|
Xin
Wang
|
46,000
|
46,000
|
-0-
|
0.00%
|
Juan Ma
|
46,000
|
46,000
|
-0-
|
0.00%
|
Hong Hong Ma
|
46,000
|
46,000
|
-0-
|
0.00%
|
Dong Dong Ma
|
46,000
|
46,000
|
-0-
|
0.00%
|
Yan Hong Lang
|
46,000
|
46,000
|
-0-
|
0.00%
|
Yan Wei Lang
|
36,000
|
36,000
|
-0-
|
0.00%
|
Hong Sheng Xin
|
36,000
|
36,000
|
-0-
|
0.00%
|
Wei Wang
|
36,000
|
36,000
|
-0-
|
0.00%
|
Li Wang
|
36,000
|
36,000
|
-0-
|
0.00%
|
Hu
Wang
|
126,000
|
126,000
|
|
-0-
|
0.00%
|
Yaming
Hu
|
80,000
|
80,000
|
|
-0-
|
0.00%
|
Wei Hu
|
80,000
|
80,000
|
|
-0-
|
0.00%
|
Xiang Wei
|
80,000
|
80,000
|
|
-0-
|
0.00%
|
Hua
Ai
|
80,000
|
80,000
|
|
-0-
|
0.00%
|
Ai Ying Sun
|
80,000
|
80,000
|
|
-0-
|
0.00%
|
Xio
Su Hie
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Ping Ping Zhang*
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Xiao Hui Zhang*
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Rui
Zhang*
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Zhan Zhang*
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Shuang
Zhang*
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Ji
Yuan Liu
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Qian
Yang Liu
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Wei Yuan Liu
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
Yuan Yuan Liu
|
100,000
|
100,000
|
|
-0-
|
0.00%
|
TOTAL
|
2,500,000
|
250,000
|
|
-0-
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Ji Li, Yan Li and Ye Li are the daughters and son of Zhong Yi
Li.
* Ping Ping Zhang, Xiao Hui Zhang, Rui Zhang, Zhan Zhang are the
daughters and sons of Shuang Zhang.
Footnotes:
[1]
|
Based on 5,000,000 Shares Outstanding.
|
[2]
|
Assumes the sale of all shares registered by
each selling shareholder. All expenses incurred with respect to the registration of the offering will be borne by us; it
is estimated to be $4,865 (SEC filing fees: $15; auditor's fees $2,500, legal fees $1,500; Edgar fees: $300; Stock transfer fees
$550. None of the selling stockholders: (i) has had a material relationship with us or any of our affiliates other than as
a stockholder at any time within the past three years; (ii) served as one of our officers or directors; nor (iii) is a registered
broker-dealer or an affiliate of a broker-dealer.
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 8. PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock
in one or more transactions, including block transactions:
1.
|
On such public markets as the common stock may from time to time be trading;
|
2.
|
In privately negotiated transactions;
|
3.
|
Through the writing of options on the common stock;
|
4.
|
In short sales; or
|
5.
|
In any combination of these methods of distribution.
|
The sales price to the public is fixed at $0.05
per share until such time as the shares of our common stock are traded on the Over-the-Counter Bulletin Board electronic quotation
service. Although we intend to apply for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation
service, public trading of our common stock may never materialize. If our common stock becomes traded on the Over-the-Counter Bulletin
Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of each selling
shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
1.
|
The market price of our common stock prevailing at the time of sale;
|
2.
|
A price related to such prevailing market price of our common stock; or
|
3.
|
Such other price as the selling shareholders determine from time to time.
|
We are bearing all costs relating to the registration
of the common stock, including legal and accounting fees, and such expenses are estimated to be approximately $4,865. The selling
shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the
common stock. The selling shareholders named in this prospectus must comply with the requirements of the Securities Act and the
Exchange Act in the offer and sale of the common stock. The selling shareholders and any broker-dealers who execute sales for the
selling shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with
such sales. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common
stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1.
|
Not engage in any stabilization activities in connection with our common stock;
|
|
|
2.
|
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
|
3.
|
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
|
13
ITEM 9. DESCRIPTION OF THE SECURITIES TO BE OFFERED
The following is a summary description of our
capital stock and certain provisions of our certificate of incorporation and by-laws, copies of which have been incorporated by
reference as exhibits to the Registration Statement of which this prospectus forms a part. Our authorized capital stock consists
of 8,999,886,999 shares of Common Stock at par value $0.0001 per share and 9,989,886,988 shares of preferred stock at par value
$0.0001 per share. We currently have 5,000,000 shares of Common Stock issued and outstanding; no preferred shares have been issued
to date.
COMMON STOCK:
VOTING
RIGHTS
: Each outstanding share of the Common Stock is entitled to one vote in person or by proxy in all matters that
may be voted upon by shareholders of the Company. Our Certificate of Incorporation and By Laws are not provided for cumulative
voting rights in the election of directors. Accordingly, holders of a majority of the shares of common stock entitled to vote in
any election of directors may elect all of the directors standing for election.
PREEMPTIVE
RIGHTS
: The holders of the Common Stock have no preemptive or other preferential rights to purchase additional
shares of any class of the Company's capital stock in subsequent stock offerings.
LIQUIDATING
RIGHTS
: In the event of the liquidation or dissolution of the Company, the holders of the Common Stock are entitled
to receive, on a pro rata basis, all assets of the Company remaining after the satisfaction of all liabilities.
CONVERSION
AND REDEMPTION
: The shares of the Company’s Common Stock have no conversion rights and are not subject to redemption.
DIVIDENDS
:
Holders of Common Stock are entitled to dividends as may be declared at the sole discretion of the Board of directors out
of funds available.
PREFERRED STOCKS:
PREFERRED SHARES: The Company authorized 98,989,886
preferred shares at par value $0.0001. As of September 30,2011, no preferred shares have been issued. The designations
and the powers, preferences and rights, and the qualifications or restrictions of the Preferred Shares are as follows:
The shares of Preferred Stock are authorized
to be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications,
limitations or restrictions as are specified in the resolution or resolutions adopted by the Board of Directors providing for the
issue.
ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared
or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or
had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer or employ.
John Kinross-Kennedy, C.P.A., an independent
registered Public Accountant, has audited our financial statements included in this prospectus and registration statement to the
extent and for the periods set forth in his audit report. John Kinross-Kennedy, C.P.A. has presented his report with respect to
our audited financial statements. The financial statements have been included in this prospectus and registration statement in
reliance on the report by John Kinross-Kennedy, C.P.A., given his authority as an expert in auditing and accounting. The report
of John Kinross-Kennedy, C.P.A. on the financial statements herein includes an explanatory paragraph that states that we have not
generated revenues and have an accumulated deficit since inception which raises substantial doubt about our ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Kristie L. Lewis, our independent legal counsel,
has provided an opinion on the validity of our common stock.
14
ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT.
(A) 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
.
Since becoming incorporated, we have not made any significant purchases or sales of assets, nor have we been involved in any mergers,
acquisitions, or consolidations. We have no intention to merge with another company, to be acquired by another company, or to act
as a Blank Check Company. We have a specific business plan and purpose. As such, we are not a Blank Check Company as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933.
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.
Global Seed Corporation is a development stage company that has
commenced its planned operations. The operations of the Company to date have been devoted primarily to start-up activities which
include the following:
|
·
|
Formation of the Company:
|
|
·
|
Development of our business Plan;
|
|
·
|
Capital raising activities ;
|
|
·
|
Hire attorney and auditor to prepare the S-1 registration;
|
|
·
|
Entering agreements with our vendors for printing services;
|
|
·
|
Recruitment of sales representatives;
|
|
·
|
Signed up advertisers for our journal.
|
As of December 31, 2011, we have not
generated any revenue and our assets consist of $51,209 and our net loss for the most recent interim periods were $(2,226) and
$(5,091) respectively. Our present capital will be able to maintain our planned operations for 12 months. 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.
A
dvertisers already deposited $6,300 advertising fees with us. Our
first journal will be published on or before March 31, 2012.
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.
15
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.
16
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:
The only source of revenue is the sales of
the advertising space and our shareholders' initial investment of $9,500. 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 December 31, 2011, we have $ 51,209 in cash for general and administrative expenses. Our company has certain
start-up costs typically for development stage companies. These costs will occur during the twelve months of operation. The projected
expenses that will be incurred during the 12 months period will be $48,800. 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.
Our projected sales of advertising services
will begin after the date of effectiveness of this registration. We anticipate an increase in sales of advertising services after
two sales representatives are hired between the 2-3 month of operations. Sales before this time will be generated without the benefit
of a marketing program. We believe that a marketing program and a publishing schedule will generate advertising sales. After six
months of operation and earn $6,000-$7,500 in revenues will allow us to increase our distribution from 3,500 to 5,000 journals.
There is no guarantee that we will earn any revenues or that we will raise enough funds to increase the number of journals we publish
each month. Our projected date to publish our first journal is March 30, 2012.
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
|
If we are able to sell 8 pages of advertising space for a total
of $4,800 monthly revenue, we believe it would allow the journal begin to break-even at $4,800. The estimate monthly cost associated
with printing and distributing each monthly journal are as follow: printing $1,000, salary: $1,100, office equipments: $1,000;
writer's fees:$500; auditing and legal fees: $425; miscellaneous Expenses and working capital: $775.
17
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
We have not register our company's logo
with the U.S. Patent Office. 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.
18
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 sole officer and director, Mr. Su Zhi Da 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 and we do not yet have sales representatives.
(B) DESCRIPTION OF PROPERTY
We do not own any real property in the United States and abroad.
Our principal office is located at 2386 Diary Ashford, #502, Houston, Texas 77077. This office space is being provided to the company
free of charge by our president, Mr. Su. Upon significant growth of the company it may become necessary to lease or acquire additional
or alternative space to accommodate our business activities and growth.
(C) LEGAL PROCEEDINGS
We do not have any litigation proceedings pending or threatened
against us.
19
(D) MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is presently no public market for our
common stock. We anticipate making an application for trading of our common stock on the Over-the-Counter Bulletin Board electronic
quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide
no assurance that our shares will be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded,
that a public market will materialize.
The Securities Exchange Commission has adopted
rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity
securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted
on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and
level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation
to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in
the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type,
size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation
of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written
suitably statement.
Global Seed Corporation is subject to the penny stock rules, and
disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and stockholders
may have difficulty selling those securities.
HOLDERS OF OUR COMMON STOCK
As of the date of this Registration Statement, we had thirty five
(35) shareholders of record.
RULE 144 SHARES
A total of 2,500,000
shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule
144 of the Act. The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008
and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned
restricted shares of our common stock for at least six months is entitled to sell their securities
provided
that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted
shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months
preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period
only a number of securities that does not exceed the greater of either of the following:
|
•
|
1% of the total number of securities of the same class then outstanding, which will equal 50,000 shares as of the date of this prospectus; or
|
|
•
|
the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;
|
provided
,
in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of Rule 144.
20
(
H) 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. We have raised an aggregate of $47,500 through private placements of
our securities offerings. We intend to have fund raising activities after the effectiveness of the S-1 registration statement.
We presently do not have definite plans for fund raising activities. There is no guarantee that we will raise any funds. We intend
to begin to accomplish the steps described in the following table as of the date of effectiveness. We will focus on generating
advertising revenue from potential clients in Texas. We may require up to $48,800 in expanding our operations as outlined in the
table below.
GOALS
|
PROJECT OUTCOMES
|
ESTIMATED COMPLETION DATES
|
ESTIMATE ANNUAL
COST
|
Create our corporate website
|
Establish our corporate images
|
1-2 months
|
$2,500
|
Printing and Publishing
|
Publish our monthly journal
|
2- 3 months
|
$12,000
|
Articles and photography of Journal
|
Pay for writer's articles and photography
|
2-3 months
|
$ 6,000
|
Hiring commission sales representatives
|
Sign up 10-15 advertising accounts
|
2-3 months
|
$13,100
|
Marketing and Promotion
|
Create brand image in the community
|
3-4 months
|
$1,500
|
Expanding business activities
|
Acquisition of office equipments
|
9-12 months
|
$12,000
|
Installing metal newsstands
|
Convenient for customer to pick up newspapers
|
1 month
|
$900
|
Design Services
|
Additional design services by printing contractors
|
1 month
|
$800
|
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. We believe we could achieved 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.
The estimated cost for the printing and publishing of our monthly journal is $1,000.
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. 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 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.
The estimate time to complete for publishing
our first journal will be 2-3 months. We have received $, 6,300 deposit from advertisers. We believe it will be published on March
31, 2012. We plan to distribute 2,000 free copies.
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. Once the right candidates were 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 $13,100 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 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. We have a budget our annual expenditures
of these essential office equipments 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
We are in the development stage and that we
have commenced some of our planned principal operations. During the period of inception, July 14, 2010 to June 30, 2011, we incorporated
the company and hired attorney, accountants, and auditor for the preparation of this registration statement. As of June 30, 2011
through December 31, 2011, we have not generated any revenues, nor we have produced, published or distributed an initial issue
of the Global Seed Journal. We have received $6,300 from advertisers as deposit for advertising fees. We plan to publish our first
journal on or before March 31, 2012.
Since inception, our loss has been $(5,091)
of which $(5,091) is for general and administrative expenses. As we have indicated in our projected expenditures for the next twelve
months, we will hire a web designer to design our company's website at an estimated cost of $2,500.
One of our major expenditures is the hiring of sales representatives.
We have budgeted two part-time sales representatives with a projected annual commission of $13,100. 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.
Our projected marketing and promotion expenses are $1,500. Our general and administrative expenses are$ 12,000, which includes
$4,500 for auditing fees and office equipments expenditure that includes a desktop and laptop computers, $1,250; copy machine,
$750; scanning machine, $650; accounting software, $500; office furniture, $830; Edgar conversion services, $750; design and graphic
services $800 and telephone expenses, $1,970.
21
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this registration statement,
we have yet to generate any revenues from our business operation. We issued 2,500,000 shares of common stock to 35 non-affiliated
investors from July 14, 2010 to June 30, 2011, for $49,000; the private placements were relied on the exemption from the registration
requirements of the Securities Act provided by Regulation S and/or Section 4(2) of the Securities Act. Each purchaser represented
to us that he or she was not a United States person (as defined in Regulation S). Each purchaser further represented that at the
time of the origination of contact concerning the subscription for the shares, and the date of the execution and delivery of the
subscription agreement for such shares, purchaser was outside of the United States. We did not make any offers in the United States,
and there were no selling efforts in the United States. There were no underwriters or broker-dealers involved in the private placements
and no underwriting discounts or commissions were paid.
As of December 31, 2011, our total assets were $ 51,209 in
cash and our total liabilities were $6,300. Our sole officer and director, 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 any revenues.
There is no guarantee that Su Zhi Da will advance funds to us. We do not have any third-party banking or financing agreements in
place to provide us with a source of liquidity.
GOING-CONCERN CONSIDERATION
John Kinross-Kennedy, C.P.A., our independent
auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and
the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a
new venture, and the high rate of failure associated with this fact. We have incurred a net loss of $(5,091) for the
period from July 14, 2010 (inception) to December 31, 2011 and we have had no revenues to date. Our future is dependent upon our
ability to obtain financing and upon future profitable operations and implementation of our business plan.. These factors raise
substantial doubt that we will be able to continue as a going concern.
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.
(I) CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There is no disagreements with our independent registered accountants.
22
(K) DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS
AND CONTROL PERSONS
Name
|
Position held with the company
|
age
|
Date First elected or appointed
|
Su Zhi Da
|
Director, President, Treasurer, Secretary
|
78
|
July 13, 2010
|
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.
SU ZHI DA
From February 2006 to December 2006, Mr. Su
acted as an advisor for the Beijing Library Management Association. He was primarily responsible for the review of newly established
journals, their release and publication. From January 2007 to December 2007, Mr. Su acted as an advisor for the Beijing Management
Association of Historic Books. He was primarily responsible for the review of some historical books before their release and publication.
From January 2008 to December 2009, Mr. Su acted as an advisor for the Beijing Association of Books and Magazines. He was primarily
responsible for the review of some magazine articles before their release and publication. From January 2010 to June 2010, Mr.
Su acted as chief editor of a Beijing-based publication called
Military Forum
. This publication is a monthly journal that
describes China's prominent ancient and contemporary leaders and events. On July 13 2010, Mr. Su incorporated the Global Seed Corporation
in Texas.
During the past ten years, Mr. Su has not been the subject to any
of the following events:
1.
|
Any bankruptcy petition filed by or against any business of which Mr. Su 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.
23
|
(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
($)
|
Su Zhi Da
CEO, CFO
|
2010
|
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
0
|
24
COMPENSATION OF DIRECTORS TABLE
The table below summarizes all compensation paid to our directors
for our last twelve months.
DIRECTOR COMPENSATION
|
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
|
Total
($)
|
Su Zhi Da
|
0
|
0
|
0
|
0
|
|
0
|
0
|
|
0
|
EMPLOYEE STOCK OPTION PLANS
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of our officers and directors as of December 31, 2011.
(M)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of June 30, 2011, the beneficial
ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than
5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are
owned directly and the percentage shown is based on 2,500,000 shares of common stock issued and outstanding on June 30, 2011.
Title of Class
|
|
Beneficiary Owner
|
Beneficial ownership
|
|
% of ownership
|
Common Stock
|
|
Su Zhi Da
|
2,500,000
|
|
50% [1]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes: [1] Based on the total of 5,000,000 outstanding
common shares as of December 31, 2011.
The person named above have full voting and investment power with
respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power
to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly,
more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner
of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common
stock.
25
(N) TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN
CONTROL PERSONS, CORPORATE GOVERNANCE CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We issued 2,500,000 shares of common stock
at a price of $0.004 per share to our president, Mr. Su for consideration of $1,000 on July 15, 2010. Pursuant to Rule 13d-3 of
the Exchange Act, Su Zhi Da is considered the beneficial owner of 50% of the outstanding shares of the Company. This
issuance was made to Mr. Su, who is a sophisticated individual and was in a position of access to relevant and material information
regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares
as defined in the Securities Act.
The Company reimbursed $500 to Mr. Su for certain
start-up expenses during the last twelve months. Mr. Su has verbally agreed to fund the company for an indefinite period of time.
Mr. Su's commitment to personally fund the Company is not contractual and there is no guarantee that he will advance funds to us.
CORPORATE GOVERNANCE
As a smaller reporting company, we are not listed on a national
securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.
Further, we have not applied for a listing with a national exchange or in an inter-dealer quotation system which has requirements
that a majority of the board of directors be independent. We have no standing committees regarding compensation, audit or other
nominating committees.
ITEM 12a. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is therefore unenforceable.
26
AVAILABLE INFORMATION
We have filed a Registration Statement on form
S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock
offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of
the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries
of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our Registration Statement
and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the Registration
Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington,
D.C. Copies of all or any part of the Registration Statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov
that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our
Registration Statement and the referenced exhibits can also be found on this site.
27
FINANCIAL STATEMENTS
Page Index
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
|
F-1
|
Balance Sheet as of June 30, 2011 ( audited)
|
|
|
F-2
|
Balance sheet for the six months ended December 31, 2011 ( unaudited)
|
|
|
F-3
|
Statement of Operations from July 13, 2010 ( Inception) through June 30, 2011( audited)
|
|
|
F-4
|
Statement of operations for the six months ended December 31, 2011 and 2010, respectively and cumulative from July 13, 2010 ( inception) through December 31, 2011
|
|
|
F-5
|
Statement of Cash Flows from July 13, 2010 ( Inception) through June 30, 2011 ( audited)
|
|
|
F-6
|
Statement of Cash flows for the six months ended December 31, 2011 and 2010, respectively and from July 13, 2010 ( Inception) through December 31, 2011 ( unaudited)
|
|
|
F-7
|
Statement of Stockholder's Equity from July 13, 2010 ( Inception) through June 30, 2011 ( audited)
|
|
|
F-8
|
Footnotes
|
|
|
F-9-F-14
|
|
|
|
|
|
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To:
The Board of Directors and Stockholders
Global Seed Corporation
Houston, Texas
I have audited the accompanying balance sheet
of Global Seed Corporation as of June 30, 2011 and the related statements of operations, of stockholders’ equity and of cash
flows for the period since inception, July 13, 2010 to June 30, 2011. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, based on my audit, the financial
statements referred to above present fairly, in all material respects, the financial position of Global Seed Corporation. as of
June 30, 2011 and the results of its operations and its cash flows for the period ended June 30, 2011, and for the period from
inception, July 13, 2010 to June 30, 2011, in conformity with United States generally accepted accounting principles.
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 as at June 30, 2011had not
established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
These factors raise substantial doubt concerning the Company’s ability to continue as a going concern. Its ability to continue
as a going concern is dependent on the successful completion of its plan to raise capital and develop its publishing business in
order to fund operating losses and become profitable. As discussed in Note 3 to the financial statements, the Company has an accumulated
deficit of $2,865 since inception. Management’s plans concerning these matters are also described in Note 3 to the financial
statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company has determined that it is not required
to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.
/ s /John Kinross-Kennedy
Certified Public Accountant
Irvine, California
September 30, 2011
F-1
GLOBAL SEED CORPORATION
(A Development Stage Company)
Statement of Operations from
Inception on July 13, 2010
through June 30, 2011
|
|
|
From July 13, 2010 ( Inception) through June 30, 2011
(audited)
|
REVENUES
|
|
$
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
$
|
2,865
|
|
|
|
|
TOTAL EXPENSES
|
|
$
|
2,865
|
|
|
|
|
( LOSS) FROM OPERATIONS
|
|
$
|
(2,865)
|
|
|
|
|
NET LOSS
|
|
$
|
(2,865)
|
|
|
|
|
( LOSS) PER COMMON SHARES-BASIC AND DILUTED
|
|
$
|
(0.00)
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
5,000,000
|
The accompanying notes are an integral part
of these financial statements
GLOBAL SEED CORPORATION
( Development Stage Company)
Balance Sheet
ASSETS
|
December 31, 2011
( unaudited)
|
|
|
June 30
2011 ( audited)
|
Current Assets
|
|
|
|
|
|
Cash & Cash Equivalent
|
$
|
51,209
|
$
|
|
9,500
|
Stock Subscription Receivable
|
|
-
|
$
|
|
40,000
|
Total Current Assets
|
$
|
51,209
|
$
|
|
49,500
|
Total Assets
|
$
|
51,209
|
$
|
|
49,500
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
Account Payable
|
$
|
6,300
|
$
|
|
2,365
|
Total Current Liabilities
|
|
6,300
|
$
|
|
2,365
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCK HOLDER'S EQUITY
|
|
|
|
|
|
Preferred stock 9,989,886,988, par value $0.0001: -0- issued & outstanding
|
|
|
|
|
|
Common stock 8,999,886,999 shares authorized: $0.0001 par value; 5,000,000 shares issued & outstanding
|
|
500
|
|
|
500
|
Additional paid-in capital
|
|
49,500
|
|
|
49,500
|
Deficit accumulated during development stage
|
|
(5,091)
|
|
|
(2,865)
|
Total Stockholders' Equity
|
|
44,909
|
|
|
47,135
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
48,360
|
$
|
|
49,500
|
The accompanying notes are an integral part
of these financial statements
F-3
GLOBAL SEED CORPORATION
(A Development Stage Company)
Statement of Operations from
Inception on July 13, 2010
through June 30, 2011
|
|
|
From July 13, 2010 ( Inception) through June 30, 2011
(audited)
|
REVENUES
|
|
$
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
$
|
2,865
|
|
|
|
|
TOTAL EXPENSES
|
|
$
|
2,865
|
|
|
|
|
( LOSS) FROM OPERATIONS
|
|
$
|
(2,865)
|
|
|
|
|
NET LOSS
|
|
$
|
(2,865)
|
|
|
|
|
( LOSS) PER COMMON SHARES-BASIC AND DILUTED
|
|
$
|
(0.00)
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
5,000,000
|
The accompanying notes are an integral part
of these financial statements
F-4
GLOBAL SEED CORPORATION
( Development Stage Company)
Statements of Operations
|
|
Six
Months
Ended
December
31,
2011
( unaudited)
|
From July 13, 2010
( Inception)
Through
December
31,2010
( unaudited)
|
|
From July 13, 2010 ( Inception) through
December 31 2011
( unaudited)
|
REVENUES
|
|
$
|
-
|
$
|
-
|
$
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
2,226
|
|
-
|
|
5,091
|
|
|
|
|
|
|
|
|
TOTAL EXPENSES
|
|
|
2,226
|
|
-
|
|
5,091
|
|
|
|
|
|
|
|
|
( LOSS) FROM OPERATIONS
|
|
|
(2,226)
|
|
-
|
|
(5,091)
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(2,226)
|
$
|
-
|
$
|
(5,091)
|
|
|
|
|
|
|
|
|
( LOSS) PER COMMON SHARES-BASIC AND DILUTED
|
|
$
|
(0.00)
|
$
|
-
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
5,000,000
|
|
|
|
5,000,000
|
The accompanying notes are an integral part
of these financial statements
F-5
GLOBAL SEED CORPORATION
(A Development Stage Company)
Statement of Cash flows
|
|
|
From 07/13/2010
( Inception) through June 30, 2011
( audited)
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
NET PROFIT ( LOSS)
|
|
$
|
(2,865)
|
|
|
|
|
NET CASH USED BY OPERATING ACTIVITIES:
|
|
$
|
(2,865)
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
NET CASH USED BY INVESTING ACTIVITIES:
|
|
$
|
-
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
PROCEEDS FROM ISSUANCE OF COMMON STCOK:
|
|
$
|
50,000
|
|
|
|
|
NET INCREASE ( DECREASE) IN CASH
|
|
$
|
47,135
|
|
|
|
|
CASH AT BEGINNING OF PERIOD:
|
|
$
|
10,000
|
|
|
|
|
CASH AT END OF PERIOD:
|
|
$
|
9,500
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
|
|
|
|
|
|
|
|
INTEREST PAID
|
|
$
|
-
|
|
|
|
|
INCOME TAX
|
|
$
|
-
|
The accompanying notes are an integral part
of these financial statements
F-6
Global Seed Corporation
A Development Stage Company)
Statement of Cash flows
|
|
Six Months
Ended
December 31,
2011
( unaudited)
|
|
From July 13,
2010 ( Inception) through December 31, 2010 ( unaudited)
|
|
From
July 13, 2010
( Inception) through
December 31, 2011
( unaudited)
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
NET LOSS
|
|
$ (2,226)
|
$
|
-
|
$
|
(5,091)
|
DECREASE IN ACCOUNTS PAYABLE
|
|
(2,365)
|
|
|
|
-
|
INCREASE IN CUSTOMER DEPOSITS
|
|
6,300
|
|
-
|
|
6,300
|
NET CASH USED BY OPERATING ACTIVITIES:
|
|
1,709
|
|
|
|
1,209
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED BY INVESTING ACTIVITIES:
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES
:
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
ISSUANCE OF COMMON STOCK FOR CASH
|
|
40,000
|
|
10,000
|
|
50,000
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
40,000
|
|
10,000
|
|
50,000
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD:
|
|
9,500
|
|
-
|
|
-
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD:
|
|
$
51,209
|
$
|
10,000
|
$
|
51,209
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCK SUBSCRIPTION RECEIVABLE
|
|
|
|
-
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements
F-7
GLOBAL SEED CORPORATION
(A Development Stage Company)
Statement of Stockholder’s Equity
From July 13, 2010 ( inception)
through June 30, 2011
( audited)
|
Common
Shares
|
Amount
|
Additional
Paid in
Capital
|
Deficit
Accumulated
During
Development
Stage
|
Total
Stockholder
Equity
|
From July 13, 2010 (Inception) through July 30, 2011
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash at $0.004 per share on 7/15/2010
|
|
2,500,000
|
$
|
250
|
$
|
750
|
|
|
$
|
1,000
|
Common stock issued for cash at $0.006 per share on 07/15/2010
|
|
1,500,000
|
$
|
150
|
$
|
8,850
|
|
|
$
|
9,000
|
Common stock issued for cash at $0.04 per share on 06/28/2011
|
|
1,000,000
|
$
|
100
|
$
|
39,900
|
|
|
$
|
40,000
|
N Net Loss from Inception July 14, 2010 to July 30, 2011
|
|
|
|
|
|
|
$
|
(2,865)
|
$
|
(2,865)
|
Balance on July 30, 2011
|
|
5,000,000
|
$
|
500
|
$
|
49,500
|
$
|
(2,865)
|
$
|
47,135
|
The accompanying notes are an integral part
of these financial statements
F-8
GLOBAL SEED CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
As of December 31, 2011
NOTE 1 – BUSINESS AND CONTINUED OPERATIONS
ORGANIZATION
Global Seed Corporation a development stage
company, (the “Company”), was incorporated on July 13, 2010 in the State of Texas. 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 has generated no revenues
through December 31, 2011. The Company is a publishing company that will publish 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 interim financial statements
and related notes as of and for the six months ended December 31, 2011 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.
These financial statements should be read in conjunction with the
audited financial statements and notes thereto of the Company for the period from July 13, 2010 (inception) through June 30, 2011
contained in the information filed as part of the Company’s Registration Statement on Form S-1. 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. The results
of operations for the six month period ended December 31, 2011 are not necessarily indicative of results for the entire year ending
June 30, 2012.
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 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-9
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements
and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The
three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3 when their fair values
are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model
assumption or input is unobservable.
The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s
financial assets and liabilities, such as cash, accounts payable and account receivable approximate their fair values because of
the short maturity of these instruments.
F-10
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.
DEVELOPMENT -STAGE COMPANY
The Company is considered a development-stage
company, with limited operating revenues during the periods presented, as defined by FASB Accounting Standards Codification ASC
915. ASC 915 requires companies to report their operations, shareholders’ deficit and cash flows since inception through
the date that revenues are generated from management’s intended operations, among other things. Management has defined inception
as July 13, 2010. Since inception, the Company has incurred an operating loss of $(5,091) The Company’s working capital has
been generated through sale of stock. Management has provided financial data since July 13, 2010, in the financial statements,
as a means to provide readers of the Company’s financial information to make informed investment decisions.
F-11
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 December 31, 2011, the Company had no potentially dilutive
securities.
The following is a reconciliation of the numerator and denominator
of the basic and diluted earnings per share computations for the six months ended December 31, 2011.
Basic and diluted net loss per share:
|
|
|
|
|
Net Loss
|
$
|
|
(2,226)
|
|
Denominator:
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding
|
|
|
5,000,000
|
|
Basic and diluted Net Loss Per share
|
$
|
|
(0.00)
|
|
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 a operating loss of
$ (2,226) in the six months ended December 31, 2011 and $(5,091) since inception, July 30, 2010. The Company had a positive cash
flow of $51,209 for cash and cash equivalent assets for the six months ended December 31, 2011. Management’s plans to continue
as a going concern include raising additional capital through sales of common stock and expect to publish the first journal on
March 31, 2012. 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 January 2010, the FASB issued ASU
No. 2010-01, amending SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted
Accounting Principles.” This Standard codified in ASC 105 is being modified to include the authoritative and non-authoritative
levels of GAAP. This amendment is effective for financial statements issued for interim and annual periods ending after September
15, 2009. ASU No. 2010-01 has no effect on the Company’s financial position, statements of operations, or cash flows at this
time.
In January 2010, the FASB issued ASU No. 2010-08,
“Technical Corrections to various Topics.” This Standard is being updated to eliminate outdated or inconsistent GAAP
standards and to clarify the Boards original intent mainly with regards to derivatives and hedging. This is effective for the first
reporting period (including interim periods) beginning after issuance. ASU No. 2010-08 has no effect on the Company’s financial
position, statements of operations, or cash flows at this time.
In January 2010, the FASB issued ASU No. 2010-06,
“Improving Disclosures about Fair Value Measurements” related to ASC Topic 820-10. This update requires
new disclosures to; transfers in or out of Levels 1 and 2, activity in Level 3fair value measurements, Level of disaggregation,
and disclosures about inputs and valuation techniques. This amendment will be effective for fiscal years beginning after December
15, 2010, and for interim periods within those fiscal years. ASU No. 2010-06 has no impact on the Company’s results of operations,
financial condition or cash flows.
In January, 2010, the FASB issued ASU 2010-06, Improving Disclosures
about Fair Value Measurements. The standard amends ASC Topic 820, Fair Value Measurements and Disclosures to require additional
disclosures related to transfers between levels in the hierarchy of fair value measurement. The standard does not change how fair
values are measured. The standard is effective for interim and annual reporting periods beginning after December 15, 2009. As a
result, it is effective for the Company in the first quarter of fiscal year 2010. The Company does not believe that the adoption
of ASU 2010-06 will have a material impact on its financial statements.
F-12
In February 2010, the FASB issued ASU No. 2010-09, “Subsequent
Events (ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires a SEC
Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2)
defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or,
with respect to an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as amended, the appropriate agency under
that Section, (3) not be bound to disclosing the date through which subsequent events have been evaluated, (4) note the definition
of
public entity
is not longer defined nor necessary for Topic 855, (5) note the scope of the reissuance disclosure requirements
is refined to include revised financial statements only. These Updates are effective for interim or annual periods ending after
June 15, 2010. ASU No. 2010-09 has no effect on the Company’s financial position, statement of operations, or cash flows
at this time.
In March 2010, the FASB issued ASU No. 2010-11,
"Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815
- Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU
2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of this statement had
no effect on the Company’s reported financial position or results of operations.
In April 2010, the FASB issued ASU No. 2010-17,
"Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605
- Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate
to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective
for interim and annual periods beginning after June 15, 2010. The adoption of this statement had no effect on the Company’s
reported financial position or results of operations.
In May 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency
Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not
expect the provisions of ASU 2010-19 to have any effect on the Company’s reported financial position or results of operations.
On December 1, 2010 the Company adopted guidance
issued by the FASB ASU 2010-15 on the consolidation of variable entities. The new guidance requires revised valuations of whether
entities represent variable interest entities, ongoing assessments of control over such entities and additional disclosures for
variable interests. Adoption of the new guidance did not have a material impact on our financial statements. The Company has reviewed
issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of
any other pronouncements to have a n impact on its results of operations or financial position.
F-13
NOTE 5 – DEFERRED INCOME TAX CREDIT
The
Company has a Net Operating Loss of $(5,091) as of December 31, 2010, which can be utilized to offset taxable income for the following
20 years, unless utilized first. The net operating loss generated a deferred income tax credit of $764, however an allowance of
$764 has been established, since it is “more likely than not” that the tax credit will not be realized.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
There were no commitments or contingencies for the period ended
December 31, 2011.
NOTE 7 – RELATED PARTY TRANSACTIONS
On July 15, 2010, 2,500,000 shares of common stock were issued to
the Company President and CEO, Su Zhi Da, for consideration of $1,000.
NOTE 8 – CAPITAL STOCK
On July 15, 2010, 2,500,000 shares of common
stock were issued for cash at $0.004 per share, realizing $1,000. On July 15 10, 2010, 1,500,000 shares of common stock were issued
for cash at $0.006 per share, realizing $9,000.
On July 15 10, 2010, 1,500,000 shares of common
stock were issued for cash at $0.006 per share, realizing $9,000.
On June 28, 2011, 1,000,000 shares of common
stock were issued for stock subscription receivables at $0.04 per share. The stock subscription receivables were subsequently received
in cash on August 29, 2011.
Our authorized capital stock consists of 8,999,886,999
shares of Common Stock at par value $0.0001 per share and 9,989,886,988 shares of preferred stock at par value $0.0001 per share.
We currently have 5,000,000 shares of Common Stock issued and outstanding; no preferred shares have been issued to date.
NOTE 9 – 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 10 – SUBSEQUENT EVENTS
Events subsequent to December 31, 2011 have
been evaluated through February 24, 2012, the date these statements were available to be issued, to determine whether they should
be disclosed to keep the financial statements from being misleading. Management found no subsequent events to be disclosed.
F-14
PART 11
Information not required in prospectus
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee
|
|
$
|
15
|
Edgar fees
|
|
$
|
300
|
Accounting and auditing fees
|
|
$
|
2,500
|
Transfer Agent fees
|
|
$
|
550
|
Legal fees
|
|
$
|
1,500
|
Total
|
|
$
|
4,865
|
Note: All amounts are estimates. We are paying all expenses of the
offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
ITEM 14. IDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Texas Business Organizations Code, our
By-Laws provide for indemnification of our directors and officers for liabilities, and expenses that they may incur in such capacities.
In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed
to be in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, actions
that the indemnities had no reasonable cause to believe were unlawful. Reference is made to our By-Laws filed as exhibits. The
following description is intended as a summary only and is qualified in its entirety by reference to our Articles of Incorporation,
our By-Laws and Texas law. The description of liability limitations and indemnification reflects provisions of our By-Laws and
is qualified in its entirety by reference to the text of those documents.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
We closed an issue of 2,500,000 shares of common
stock on July 15, 2010 to our sole officer and director, Su Zhi Da, at a price of $0.004 per share. The total proceeds
received from this offering were $1,000. These shares were issued pursuant to Section 4(2) of the Securities Act of
1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising.
We closed an issue of 1,500,000 shares of common
stock on July 15, 2010 to a total of twenty five (25) purchasers at a price of $0.006 per share. The total proceeds received from
this offering were $9,000. In addition, we closed an
issued of 1,000,000 shares of common stock
on June 28, 2011 to a total of ten (10) purchasers at a price of $0.04 per share. The total proceeds received from this offering
were $40,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above.
We completed these two offerings pursuant Rule 903(a) and conditions set forth in Category 3, Rule 903(b)(3) of Regulation S of
the Securities Act of 1933.
Regulation S Compliance:
·
Each offer or sale was made in an offshore transaction;
·
We did not engage any distributors, respective affiliates, not any other person on our behalf to make direct selling efforts in
the United States;
·
Offering restrictions were, and are, implemented;
·
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
·
Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or
benefit of any U.S. person;
·
Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and agreed not to engage
in hedging transactions with regard to such securities unless in compliance with the Securities Act of 1933;
·
The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation
S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in compliance with the Securities Act of 1933;
·
We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register
any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Securities
Act of 1933, or pursuant to an available exemption from registration;
·
We have never utilized an underwriter for an offering of our securities;
·
Other than the securities mentioned above, we have not issued or sold any securities.
Item 16. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.
EXHIBIT
|
DESCRIPTION
|
3.1
|
Articles of Incorporation of Registrant*
|
3.2
|
Bylaws of Registrant*
|
5.1
|
Opinion of Kristie L. Lewis, Esq., regarding the legality of the securities being Registered.*
|
23.1
|
Consent of John-Kinross Kennedy, Registered
Public Accounting Firm.
* Previously filed*
|
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UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities
Act to any purchaser,
If the Company is subject to Rule 430C:
Each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness; provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to
such date of first use.
(5) Insofar as Indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this amendment No: 7 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on
March 15, 2012
Global Seed Corporation
By: /s/ Su Zhi Da
Name: Su Zhi Da
Title: President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and sole Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities and on the dates indicated.
/s/ Su Zhi Da
Name: Su Zhi Da
Title: President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and sole Director
March 15, 2012
32