UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended June 30, 2019
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition
period from ________to __________
Commission file number: 000-55199
GLOBAL
SEED CORPORATION
(Exact name of registrant as specified in
its charter)
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Texas
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27-3028235
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3906- 3907, Vanke ITC Center, Chang’an,
Dongguan, China
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523845
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number, including
area code: (852) 65533834
Securities Registered Under Section 12(b)
of the Exchange Act: None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Securities Registered Under Section 12(g)
of the Exchange Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The aggregate market value of voting common
stock held by non-affiliates of the registrant as of December 31, 2018, the last business day of the registrant’s second
fiscal quarter, was approximately $1,143,000.
The number of shares of common stock outstanding as of October
10, 2019 was 5,000,000.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
GLOBAL SEED CORPORATION
TABLE OF CONTENTS
FORM 10-K
INDEX
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains
certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Such forward-looking statements, including but not limited to statements regarding our projected growth,
trends and strategies, future operating and financial results, financial expectations and current business indicators are based
upon current information and expectations and are subject to change based on factors beyond our control. Forward-looking statements
typically are identified by the use of terms such as “look,” “may,” “will,” “should,”
“might,” “believe,” “plan,” “expect,” “anticipate,” “estimate”
and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted
by a number of business risks and uncertainties we face that could cause our actual results to differ materially from those projected
or anticipated, including but not limited to the following:
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Our ability to timely and properly deliver our products and services among others;
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Our dependence on a limited number of major customers and related parties;
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Political and economic factors in China and its relationship with U.S.;
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Our ability to expand and grow our lines of business;
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Unanticipated changes in general market conditions or other factors which may result in cancellations or reductions in the need for our products and services;
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The effect of terrorist acts, or the threat thereof, on consumer confidence and spending or the production and distribution of product and raw materials which could, as a result, adversely affect our services, operations and financial performance;
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The acceptance in the marketplace of our new lines of services;
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The foreign currency exchange rate fluctuations;
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Our ability to identify and successfully execute cost control initiatives; and
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Our ability to attract, retain and motivate skilled personnel;
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Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes
no obligation to update this forward-looking information. Nonetheless, the Company reserves the right to make such updates from
time to time by press release, periodic report or other method of public disclosure without the need for specific reference to
this report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create
an obligation to provide any other updates.
PART I
ITEM 1. BUSINESS.
Business Overview
Global Seed Corporation
(the “Company”) was incorporated in the State of Texas on July 13, 2010. We had been engaged principally in the distribution
of a monthly journal prior to our change in control consummated on June 2, 2018.
On May 21, 2018, Leung
Kwok Hei, Chi Siu On, Leung Siu Hung and Chan Hiu (collectively, the “Purchasers”) and various shareholders (the “Sellers”)
of the Company entered into a share purchase agreement, pursuant which the Sellers transferred to the Purchasers an aggregate of
4,492,000 shares of common stock (the “Common Stock”) of the Company (such transaction, the “Share Purchase”).
The Share Purchase was closed on June 1, 2018.
At the closing of the
Share Purchase, there was a change in our board and executive officers. Ms. Jia Tian, the sole director, President, Treasurer and
Secretary of the Company appointed Leung Kwok Hei to serve as a director and Chief Executive Officer and Chan Hiu as a director
and Chief Financial Officer of the Company, with such appointment effective on June 1, 2018. Ms. Jia Tian resigned from all her
positions with the Company effective on June 1, 2018.
Prior to our change
in control, our product was the Global Seed Journal. It is a monthly journal published in Chinese for its presentation of Asian
community news, advertising content, and articles written by contributors.
On October 1, 2019,
the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Well Benefit International
Limited (“Well Benefit”), a British Virgin Islands company, and all of the shareholders of Well Benefit (the “Shareholders”)
to acquire all of the issued and outstanding capital stock of Well Benefit in exchange for the issuance to the Shareholders an
aggregate of 252,874,025 shares of Common Stock (the “Reverse Merger”). The Reverse Merger is expected to be closed
by the end of October 2019.
Dongguan Zhenghao Industrial
Investment Company Limited (“Zhenghao”), a company formed under the laws of the People’s Republic of China, is
a wholly-owned subsidiary of Well Benefit. Upon closing of the Reverse Merger, we plan to provide healthy coffee and beverage products
to customers in China through Zhenghao under its established brand, “Ka Su Le”.
Corporate Structure
The Company currently
does not have any subsidiary. Upon closing of the Reverse Merger, Well Benefit will become our wholly-owned subsidiary and we expect
our new corporate structure to be as follows.
Sales and Marketing
Given our current stage
of development, we have not yet established commercial organization or distribution capabilities. We plan to build up a national
network after we close the Reverse Merger.
Competition
The coffee and health
beverage industry we plan to be in is highly competitive and subject to rapid change. Key competitive factors affecting the commercial
success of our products are likely to be store network, product quality and safety, product pricing, brand recognition and reputation
and customer experience.
Employees
As of the date of this
report, we do not have any employees, other than Mr. Leung Kwok Hei and Mr. Chan Hiu.
ITEM
1A. RISK FACTORS.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM
1B. UNSOLVED STAFF COMMENTS.
None.
ITEM
2. PROPERTIES.
We maintained our principal
office at 3906- 3907, Vanke ITC Center, Changan, Dongguan, China 523845. We believe that the condition of our principal office
is satisfactory, suitable and adequate for current needs.
ITEM 3. LEGAL PROCEEDINGS.
As of the date of this
report, the Company is not a party to any legal proceeding that could reasonably be expected to have material impact on its operations
or finances.
ITEM
4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Our common stock is
currently quoted on the OTC Pink tier of the OTC Markets Group, an inter-dealer quotation and trading system under the symbol “GLBD”.
These quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not reflect actual transactions.
Holders of Our Common Stock
As of October
10, 2019, we had 16 holders of record of our common stock. There were 5,000,000 shares issued and outstanding.
Outstanding Options, Conversions, and
Planned Issuance of Common Stock.
As of October
10, 2019, there were no warrants or options outstanding to acquire any shares of our common stock.
Dividends and Related Policy
We have not paid any
cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our
future dividend policy will be determined from time to time by our board of director.
Transfer Agent and Registrar
Our transfer agent is OTR, Inc., located
at 1050 SW 6th Ave, Ste. 1230, Portland, OR 97204. Their telephone number is (503)2250375.
Recent Sales of Unregistered Securities
We did not sell
any equity securities which were not registered under the Securities Act during the year ended June 30, 2019. As disclosed
above, on October 1, 2019, the Company entered into a Share Exchange Agreement with Well Benefit and the Shareholders of Well
Benefit to acquire all of the issued and outstanding capital stock of Well Benefit in exchange for the issuance to the
Shareholders an aggregate of 252,874,025 shares of Common Stock. The Reverse Merger is expected to be closed by the end of
October 2019.
Upon issuing these
securities to the Shareholders, we will claim an exemption from the registration requirements of the Securities Act of 1933, as
amended for the offering of the shares of our common stock to them pursuant to Regulation S promulgated thereunder
Purchases of Equity Securities by the
Issuer and Affiliated Purchasers.
None.
Item 6. Selected
Financial Data.
Not applicable.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following is management’s discussion and analysis of certain significant factors which have affected our financial position
and operating results during the periods included in the accompanying financial statements, as well as information relating to
the plans of our current management and should be read in conjunction with the accompanying financial statements and their related
notes included in this report. References in this section to “we,” “us,” “our,” or the “Company”
are to Global Seed Corporation.
The
management’s discussion and analysis contains forward-looking statements. Generally, the words “believes,” “anticipates,”
“may,” “will,” “should,” “expects,” “intends,” “estimates,”
“continues,” “project,” “goal,” “seek,” “strategy,” “future,”
“likely,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or
other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially
from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date
hereof. We undertake no obligation to update these forward-looking statements unless required by the applicable rules and regulations.
BUSINESS
OVERVIEW
Global
Seed Corporation was incorporated in the State of Texas on July 13, 2010. We had been engaged principally in the distribution
of a monthly journal prior to our change in control consummated on June 2, 2018. As discussed above, on October 1, 2019, we entered
into a Share Exchange Agreement with a British Virgin Islands company and its shareholders to acquire all of its issued and outstanding
shares. Upon closing of the Reverse Merger, we plan to engage in the business of selling coffee and other healthy beverage products.
Given
our current stage of development, we have not yet established commercial organization or distribution capabilities. We plan to
build up a national network for selling coffee and other healthy beverage products after we close the Reverse Merger.
CRITICAL
ACCOUNTING POLICIES, ESTIMATES AND ASSUMPTIONS
The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have
been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The preparation of our financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions
that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from
those estimates.
Our
audited financial statements and the notes thereto contain more details of critical accounting policies and other disclosures
required by U.S. GAAP.
RESULTS
OF OPERATIONS
Revenue
No
revenue was generated for the years ended June 30, 2019 and 2018.
General
and Administrative Expenses
General
and administrative expenses for the years ended June 30, 2019 and 2018 amounted to $47,662 and $10,611, respectively. The general
and administrative expenses for the two periods primarily represent professional fees incurred for SEC filings.
Net
Loss
For
the years ended June 30, 2019 and 2018, net losses were $47,756 and $12,932 respectively. The Company continues to carefully control
its expenses and overall costs as it moves its business development plan forward.
PLAN
OF OPERATION
As
of June 30, 2019, we had a stockholders’ deficiency of $47,530.
We
have not generated any revenues and have relied on shareholder advances to finance our operating and capital expenses. We have
incurred operating losses since inception. The working capital requirements of any new business activities may be substantial
and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination, as appropriate.
As
discussed above, we are expecting to close the Reverse Merger by the end of October 2019, upon which we plan to engage in the
business of selling coffee and other healthy beverage products. However, there can be no assurance that the closing will happen
as planned, or at all.
LIQUIDITY
AND CAPITAL RESOURCES
As of June 30, 2019, we had no assets. We
do not have any third-party banking or financing agreements in place to provide us with a source of liquidity.
GOING-CONCERN
CONSIDERATION
Our
independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns
about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
The Company’s financial
statements are prepared using U.S. GAAP to a going concern, which contemplates the realization of assets and liquidation as of
liabilities in the normal course of business. The Company has accumulated losses of $128,125 as of June 30, 2019. The Company had
no cash at June 30, 2019. Management’s plans to continue as a going concern include raising additional capital through sales
of Common Stock and to consummate the Reverse Merger. 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 above 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.
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,
other than those disclosed above.
Item 7A. QUANTITATIVE
AND QUALITATIVE DISCLOURES ABOUT MARKET RISK.
Not applicable.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company’s financial statements
and the related notes, together with the report of WWC, P.C., are set forth following the signature pages of this report.
ITEM
9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM
9A. CONTROLS AND PROCEDURES
We maintain disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely
decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
Our management, including
our principal executive officer and principal accounting officer, does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control
system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error
or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people
or by management override of a control. The design of a control system is also based upon certain assumptions about potential future
conditions; over time controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and may not be detected.
As of June 30, 2019,
the year covered by this report, we carried out an evaluation, under the supervision and participation of our management, including
our principal executive officer and our principal financial officer, to determine the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our Chief Financial Officer concluded that our disclosure controls
and procedures were not effective as of the end of the year covered by this report.
Management’s Report on Internal Control
over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rule 13a-15(f)
under the Exchange Act. Our management assessed the effectiveness of our ICFR as of June 30, 2019. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control-Integrated Framework in 2013 (the “2013 COSO Framework”). A material weakness is a deficiency or
a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the company’s
annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material
weaknesses.
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As of June 30, 2019, we did not maintain effective controls
over the control environment. Specifically, we have not developed a framework for accounting policies and procedures given we
have only one officer, Further, the Board of Directors does not currently have any independent members and no director qualifies
as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have
a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
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As of June 30, 2019, we did not maintain effective controls
over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required
were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes
a material weakness.
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Because of these material
weaknesses, our Chief Financial Officer has concluded that the Company did not maintain effective internal control over financial
reporting as of June 30, 2019, based on the criteria established in 2013 COSO Framework. Due to the size and operations of the
Company, we are unable to remediate these deficiencies until we acquire or merge with another company.
The Company believes
that the financial statements fairly present, in all material respects, the Company’s balance sheets as of June 30, 2019
and 2018 and the related statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the
years ended June 30, 2019 and 2018 in conformity with U.S. GAAP, notwithstanding the material weaknesses we identified.
This annual report
on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding ICFR. Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to Section 989G of the Dodd-Frank
Wall Street Reform and Consumer Protection Act that permit the Company to provide only management’s report in this report.
Changes in Internal Control Over Financial Reporting
There had been no changes
in the Company’s ICFR identified in connection with the above evaluation that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company’s ICFR.
ITEM
9B. OTHER INFORMATION
None.
PART III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
Information about our
directors and executive officers as of the date of this report is set forth as follows.
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Name
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Position Held
with our Company
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Age
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Date First Elected or
Appointed
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Leung Kwok Hei
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Director & CEO
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33
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June 1, 2018
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Chan Hiu
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Director & CFO
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46
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June 1, 2018
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Leung Kwok Hei,
director and CEO
Mr. Leung, age 33,
has been serving as Chief Operating Officer of Zheng Gong Trading Ltd Co in DongGuan, China since 2016. Prior to that, He was a
sales manager of Amadio Wines China at Dongguan, China from 2013 to 2016 and an assistant manager of Vancouver Chinatown Merchants
Association from 2006 to 2011. Mr. Leung studied Criminology in Simon Fraser University at Vancouver, BC.
Chan Hiu, director
and CFO
Mr. Chan, age 46, has
been serving as Financial Controller of Zheng Gong Trading Ltd Co in DongGuan, China since 2016. Mr. Chan was a financial advisor
of Shenzhen Long Fu Capital based in Shenzhen, China from 2009 to 2016, and he consulted with clients for financial needs and helped
them develop marginal investment plans. Prior to that, He was an owner and financial controller of Motoring Concept Distribution
in Orlando, Florida from 2001 and 2008. Mr. Chan received his Bachelor of Business Accounting degree from University of Central
Florida in Orlando, Florida in 2000.
Meetings of Our Board of Directors
Our board
of directors (the “Board”) took all actions by written consent during the years ended June 30, 2019.
Significant Employees
Other than the director
and officer described above, we do not expect any other individuals to make a significant contribution to our business.
Involvement in Legal Proceedings
None of our directors,
persons nominated to become a director, executive officers or control persons have been involved in any of the following events
during the past 10 years:
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Any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer either at the time of bankruptcy or within two years prior to that time; or
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Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offences); or
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Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
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Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity
Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment has not been reversed,
suspended, or vacated; or
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Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State
securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or
temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among
private litigants; or
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Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the
Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of a registered class
of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten
percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our
review of the copies of the forms received by us and written representations from certain reporting persons that they have complied
with the relevant filing requirements, we believe that, during the year ended June 30, 2019, Mr. Leung Kwok Hei, Mr. Chan Hiu,
Mr. Leung Siu Hung and Ms. Chi Siu On filed their respective Form 3 on July 12, 2018, subsequent to the triggering date of June
1, 2018.
Code of Ethics
We currently do not
have a Code of Ethics because we presently only have limited size of the Board and management. We plan to adopt a Code of Ethics
when the size of the Board and management increases.
Board Committees
The Company does not
have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board.
The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
The Company intends
to establish an audit committee of the Board, which will consist of independent directors. The audit committee’s duties will
be to recommend to the Company’s Board the engagement of an independent registered public accounting firm to audit the Company’s
financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the
scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent
registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The
audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board, free
from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an
understanding of financial statements and generally accepted accounting principles.
ITEM
11. EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary
Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal year ended
June 30, 2019 and 2018. No executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.
Name and
Principal
Position
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Salary ($)
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Bonus ($)
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Stock Awards ($)
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Option Awards ($)
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Non-Equity Incentive Plan Compensation ($)
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Nonqualified Deferred Compensation ($)
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All Other Compensation ($)
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Total ($)
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|
|
|
|
|
|
|
|
|
Leung Kwok Hei, CEO
|
|
2019
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
2018
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chan Hiu, CFO
|
|
2019
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
2018
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Director Compensation
Directors are permitted
to receive fixed fees and other compensation for their services as directors. The Board has the authority to fix the compensation
of directors. No amounts have been paid to, or accrued to, directors in such capacity as of the date of this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table
sets forth certain information regarding beneficial ownership of shares of our common stock as of October 10, 2019, by (i) each
person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named
executive officers, and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, the persons
named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community
property laws, where applicable.
|
Title
of Class
|
|
Beneficiary
Owner (1)
|
|
Number
of Shares
|
|
|
%
of Ownership (1)
|
|
|
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Leung Kwok Hei
|
|
|
789,000
|
|
|
|
15.8
|
%
|
|
Common Stock
|
|
Chan Hiu
|
|
|
789,000
|
|
|
|
15.8
|
%
|
|
All Officers and Directors (2 persons)
|
|
|
|
|
1,578,000
|
|
|
|
31.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner of more than 5% of Class
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Leung Siu Hung
|
|
|
789,000
|
|
|
|
15.8
|
%
|
|
Common Stock
|
|
Chi Siu On
|
|
|
2,125,000
|
|
|
|
42.5
|
%
|
|
(1)
|
Each beneficial owner has sole power to vote and dispose of its shares and the address of each beneficial owner is 3906- 3907, Vanke ITC Center, Chang’an, Dongguan, China 523845.
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
There were no related
transactions with our director, executive officer, or stockholder holding at least 5% of shares of our common stock, or any family
member thereof during the years ended June 30, 2019 and 2018 that exceeds $120,000.
As disclosed
above, on October 1, 2019, the Company entered into a Share Exchange Agreement with Well Benefit and the Shareholders of Well
Benefit to acquire all of the issued and outstanding capital stock of Well Benefit in exchange for the issuance to the
Shareholders an aggregate of 252,874,025 shares of Common Stock. Mr. Leung Kwok Hei and Mr. Chan Hiu are among the
Shareholders and will respectively receive 10,880,000 shares and 10,090,000 shares of Common Stock of the Company upon
closing of the Reverse Merger in accordance with the Share Exchange Agreement.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
On August 12, 2019,
we dismissed M&K CPAS, PLLC (“M&K”) as our independent registered public accounting firm and on the same date,
we engaged WWC, P.C. (“WWC”) as our new independent registered public accounting firm.
The following table
shows the fees that we paid for audit and other services provided by M&K, our former independent registered public accounting
firm, for fiscal years 2019 and 2018.
|
|
|
Fiscal 2019
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
2,000
|
|
|
$
|
4,000
|
|
|
Audit-Related Fees
|
|
$
|
2,500
|
|
|
$
|
3,750
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,500
|
|
|
$
|
7,750
|
|
The following table
shows the fees that we paid for audit and other services provided by WWC for fiscal years 2019 and 2018.
|
|
|
Fiscal 2019
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
8,277
|
|
|
$
|
—
|
|
|
Audit-Related Fees
|
|
|
—
|
|
|
|
—
|
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,277
|
|
|
$
|
—
|
|
The Company does not
currently have a separate audit committee. Rather, the Board serves as the audit committee. Our Board has reviewed and approved
the above fees and believes such fees are compatible with the independent registered public accountants’ independence.
PART IV
ITEM
15. EXHIBITS
(a)(1) Financial Statements
See “Index to Financial Statements” set forth following
the signature paged of this report.
(a)(2) Financial Statement Schedules
None. The financial statement schedules are omitted because
they are inapplicable or the requested information is shown in our financial statements or related notes thereto.
Exhibits
The following exhibits of the Company are included herein.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 15, 2019
|
|
BY:
|
/s/
Leung Kwok Hei
|
|
|
|
Leung Kwok Hei
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
BY:
|
/s/
Leung Kwok Hei
|
|
Director
and Chief Executive Officer
|
|
Date:
October 15, 2019
|
|
|
Leung Kwok Hei
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/
Chan Hiu
|
|
Chief Financial
Officer
|
|
Date: October
15, 2019
|
|
|
Chan Hiu
|
|
(Principal Executive Officer and
Principal Financial Officer)
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
To:
|
The Board of Directors and Stockholders of
|
GLOBAL SEED CORPORATION
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of GLOBAL SEED CORPORATION (the “Company”) as of June 30, 2019, and the related statements of operations, stockholders’
equity, and cash flows for the year ended June 30, 2019, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
June 30, 2019, and the results of its operations and its cash flows for the year ended June 30, 2019, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company had incurred substantial losses and has a working capital deficit, which raises substantial doubt about its ability to
continue as a going concern. Management’s plan in regards to these matters are also described in Note 9 These financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
We have served as the Company’s auditor
since August 12, 2019
San Mateo, California
October 15, 2019
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Global Seed, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Global Seed Corporation (the Company) as of June 30, 2018 and the related statements of operations, stockholders’ equity
(deficit), and cash flows for the period ended June 30, 2018 and the related notes and schedules (collectively referred to as the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of June 30, 2018 and the results of its operations and its cash flows for the year ended June 30, 2018, in conformity
with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
suffered losses from operations which raise substantial doubt about its ability to continue as a going concern. Managements plans
regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2017.
Houston, TX
October 12, 2018
GLOBAL
SEED CORPORATION
Balance
Sheets
(Audited)
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
Cash and Cash Equivalent
|
|
$
|
-
|
|
|
$
|
132
|
|
|
Prepaid expenses
|
|
$
|
10,094
|
|
|
$
|
-
|
|
|
TOTAL ASSETS
|
|
$
|
10,940
|
|
|
$
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER’S DEFICIT
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accrual
|
|
|
15,500
|
|
|
|
-
|
|
|
Due to related party
|
|
$
|
42,124
|
|
|
$
|
-
|
|
|
TOTAL LIABILITIES
|
|
|
57,624
|
|
|
|
-
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Preferred Stock 9,989,886,988, par Value $0.0001; -0- issued and outstanding
|
|
|
|
|
|
|
|
|
|
Common Stock 8,999,886,999 shares authorized: $0.0001 par value; 5,000,000 shares issued and Outstanding as of June 30, 2019 and 2018
|
|
|
500
|
|
|
|
500
|
|
|
Additional Paid-in Capital
|
|
|
80,095
|
|
|
|
80,001
|
|
|
Accumulated Deficit
|
|
|
(128,125
|
)
|
|
|
(80,369
|
)
|
|
Total stockholders’ Equity
|
|
|
(47,530
|
)
|
|
|
132
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
10,940
|
|
|
$
|
132
|
|
The
accompanying notes are an integral part of these financial statements
GLOBAL
SEED CORPORATION
Statements
of Operations
(Audited)
|
|
|
Year Ended
June 30,
2019
|
|
|
Year Ended
June 30,
2018
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
General and Administrative Expenses
|
|
$
|
47,662
|
|
|
$
|
10,611
|
|
|
Total Operating Expenses
|
|
|
47,662
|
|
|
|
10,611
|
|
|
Loss from Operations
|
|
|
(47,662
|
)
|
|
|
(10,611
|
)
|
|
Imputed Interest
|
|
|
94
|
|
|
|
2,321
|
|
|
Net Loss
|
|
$
|
(47,756
|
)
|
|
$
|
(12,932
|
)
|
|
Loss per Common Shares -Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
Weight Average Number of Shares outstanding-Basic and Diluted
|
|
|
5,000,000
|
|
|
|
5,000,000
|
|
The
accompanying notes are an integral part of these financial statements
GLOBAL
SEED CORPORATION
Statements
of Cash Flows
(Audited)
|
|
|
Year Ended
June 30,
2019
|
|
|
Year Ended
June 30,
2018
|
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(47,756
|
)
|
|
$
|
(12,932
|
)
|
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
|
|
|
|
|
|
|
|
|
Imputed Interest
|
|
|
94
|
|
|
|
2,321
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(10,094
|
)
|
|
|
-
|
|
|
Accrual
|
|
|
15,500
|
|
|
|
-
|
|
|
Forgiveness of Due to Related Party
|
|
|
-
|
|
|
|
26,700
|
|
|
Due to Related Party
|
|
|
42,124
|
|
|
|
(16,200
|
)
|
|
Cash used in operating activities
|
|
|
(132
|
)
|
|
|
(111
|
)
|
|
Net decrease in cash
|
|
|
(132
|
)
|
|
|
(111
|
)
|
|
Cash at Beginning of Year:
|
|
|
132
|
|
|
|
243
|
|
|
Cash at End of Year:
|
|
$
|
-
|
|
|
$
|
132
|
|
|
Supplemental Cash Flow Disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements
GLOBAL
SEED CORPORATION
Statements
of Stockholders’ Equity
Years
ended June 30, 2019 and 2018
(Audited)
|
|
|
Common shares
|
|
|
Common
Stock
|
|
|
Additional
Paid-in Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
|
|
|
Balance on June 30, 2017
|
|
|
5,000,000
|
|
|
$
|
500
|
|
|
$
|
50,980
|
|
|
$
|
(67,437
|
)
|
|
$
|
(15,957
|
)
|
|
Forgiveness of debt Due to Related Party
|
|
|
-
|
|
|
|
-
|
|
|
|
26,700
|
|
|
|
-
|
|
|
|
26,700
|
|
|
Imputed Interest
|
|
|
-
|
|
|
|
-
|
|
|
|
2,321
|
|
|
|
-
|
|
|
|
2,321
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,932
|
)
|
|
|
(12,932
|
)
|
|
Balance on June 30, 2018
|
|
|
5,000,000
|
|
|
|
500
|
|
|
|
80,001
|
|
|
|
(80,369
|
)
|
|
|
132
|
|
|
Imputed Interest
|
|
|
-
|
|
|
|
-
|
|
|
|
94
|
|
|
|
-
|
|
|
|
94
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(47,756
|
)
|
|
|
(47,756
|
)
|
|
Balance on June 30, 2019
|
|
|
5,000,000
|
|
|
$
|
500
|
|
|
$
|
80,095
|
|
|
$
|
(128,125
|
)
|
|
$
|
(47,530
|
)
|
The
accompanying notes are an integral part of these financial statements
NOTE
1 – BUSINESS AND CONTINUED OPERATIONS
ORGANIZATION
Global
Seed Corporation (the “Company”) was incorporated on July 13, 2010 in the State of Texas. The initial operations
of the Company included organization and incorporation, target market identification, new business development, marketing plans,
fund raising, and capital formation. A substantial portion of the Company’s activities had involved developing
a business plan and establishing contacts and visibility in the Asian communities in Houston, Texas. Prior to the change
in control on June 2, 2018, the Company was a publishing company that publishes a monthly journal called the Global Seed
Journal. On October 1, 2019, the Company entered into a share exchange agreement with a British Virgin Islands company and
its shareholders to acquire all of its issued and outstanding shares. Upon closing of the share exchange agreement, the Company
plans to engage in the business of selling coffee and other healthy beverage products.
The
fiscal year end of the Company is June 30.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PRESENTATION
The
accompanying financial statements for Global Seed Corporation have been prepared in accordance with accounting principles generally
accepted in the United States of America and in accordance with Regulation S-X promulgated by the Securities and Exchange Commission.
USE
OF ESTIMATES
The
preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
CASH
AND CASH EQUIVALENTS
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
FAIR
VALUE MEASUREMENTS
The
Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value
as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair
value measurements.
The
estimated fair value of certain financial instruments, including cash and cash equivalents, deposits, prepaid expenses, notes
payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term
nature of these instruments. The Company has no other financial instruments.
ASC
820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may
be used to measure fair value:
*
level l - quoted prices in active markets for identical assets or liabilities
*
level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable
*
level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
INCOME
TAXES
The
Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities
and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. A valuation allowance is recorded when in the opinion of management, it is
“more likely-than-not” that a deferred tax asset will not be realized.
BASIC
AND DILUTED NET LOSS PER SHARE
Net
loss per share is calculated in accordance with ASC 260, Earnings Per Share, for the period presented. Basic net loss per share
is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption
that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the
period.
As
of June 30, 2019 and 2018, the Company had no potentially dilutive securities.
NOTE
3 – GOING CONCERN
The Company’s financial statements are
prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates
the realization of assets and liquidation as of liabilities in the normal course of business. The Company has accumulated deficit
of $128,125 as of June 30, 2019. Management’s plans to continue as a going concern include raising additional capital through
sales of common stock and consummate the Reverse Merger as defined under Note 9 herein. 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 above and eventually secure other sources
of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.
NOTE
4 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In May, 2016, the Financial Accounting
Standards Board (the “FASB”) issued ASU No.2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements
and Practical Expedients. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from
Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments
in this Update are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update
2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,
defers the effective date of Update 2014-09 by one year.
August 2014, the FASB issued ASU 2014-15,
“Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate
whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting
period. If substantial doubt exists, additional disclosure is required. This new standard is effective for the Company for annual
and interim periods beginning after December 15, 2016.
NOTE
5 – DEFERED INCOME TAX
The Company maintains deferred tax assets
and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at June 30, 2019 and 2018
consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because
of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at
the effective statutory rate and the provision for income taxes for the year ended June 30, 2019 and 2018 were as follows:
|
|
|
Year Ended June 30,
2019
|
|
|
Year Ended June 30
2018
|
|
|
Income tax benefit at statutory rate
|
|
$
|
26,399
|
|
|
$
|
16,390
|
|
|
Total Provision for income tax
|
|
$
|
26,399
|
|
|
$
|
16,390
|
|
The
Company’s approximate net deferred tax asset as of June 30, 2019 and 2018 was as follows:
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
Deferred Tax Asset:
|
|
|
|
|
|
|
|
Net Operating Loss Carryforward
|
|
$
|
125,710
|
|
|
$
|
78,048
|
|
|
Valuation Allowance
|
|
|
(125,710
|
)
|
|
|
(78,048
|
)
|
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The net operating loss carryforward was $125,710
at June 30, 2019. The Company provided a valuation allowance equal to the deferred income tax asset for the years ended June 30,
2019 and 2018 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The allowance
was $125,710 at June 30, 2019. The potential tax benefit arising from the loss carryforward will expire in 2037.
Additionally, the future utilization of the
net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership
changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires
prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.
The Company does not have any uncertain tax
positions or events leading to uncertainty in a tax position.
The Company’s income tax rate computed
at the statutory federal rate of 21%, applied to our net operating loss carryforward of $125,710 provided a deferred tax asset
of $26,399 which will begin to expire in 2037 unless utilized first. An allowance of $26,399 has been established, since it is
more likely than not that some or all of the deferred tax credit will not be realized.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company does not have any commitments nor contingencies.
NOTE 7 – RELATED PARTY TRANSACTIONS
There was $42,124 in due to related party
liability at June 30, 2019. The Company imputed interest of $94 and $2,321 respectfully for the years ended June 30, 2019 and 2018.
During the year ended June 30, 2018, $26,700 was forgiven resulting in an increase in additional paid in capital and decrease due
to related parties of $26,700.
NOTE
8 – LITIGATION
There
were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the
Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have
no knowledge of any threatened or pending litigation against them or any of the officers or directors.
NOTE
9 – SUBSEQUENT EVENTS
On
October 1, 2019, the Company entered into a share exchange agreement with Well Benefit International Limited (“Well Benefit”),
a British Virgin Islands company, and all of the shareholders of Well Benefit (the “Shareholders”) to acquire all
of the issued and outstanding capital stock of Well Benefit in exchange for the issuance to the Shareholders an aggregate of 252,874,025
shares of common stock of the Company (the “Reverse Merger”). The Reverse Merger is expected to be closed by the end
of October 2019.
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