UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 Form S-1

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Global Seed Inc.,

(Exact name of registrant as specified in its charter)

 

Texas   2721   27-3028235

( State or other jurisdiction of

incorporation or organization)

 

( Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

Global Seed Inc.,

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 Dai

Global Seed Inc.,

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

Amount to be registered

 

Proposed Maximum Offering Price

Proposed Maximum

Aggregate Offering Price

 

Amount of Registration

Fee

Common   Stock    2,500,000   US$0.05 US$125,000   $14.51[1]

 

[1] Estimated solely for purposes of calculating the registration fee in accordance with Rule 456.
   

 

 

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:  09/30/2011

 

 

Prospectus

 

 

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.

 

 

 

    Offering Price   Underwriting Discount and commission   Proceeds to Selling Shareholders
Per share   $0.05   None   $0.05
Total   $125,000   None   $125,000

 

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. 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 ___.

 

 

3

 

 

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.

 

 

PART 1- Prospectus Page
Prospectus Summary   5
Summary of Financials   6
Risk Factors   7-10
Use of Proceeds   11
Determination of Offering Price   11
Dilution   11
Selling Security Holders   11-12
Plan of Distribution   13
Description of Securities to be registered   14
Interests of Name Experts and Counsel   14
Description of Business   15-18
Description of Property   19
Legal Proceedings   19
Common Equity and related stockholders information   20
Management ’s Discussion and Analysis   21-22
Director and executive officers   23
Executive Compensation   24
Security ownership of Certain Beneficial owners   25
Disclosure of Commission Position on Indemnification   26
Part 11- Information not required in Prospectus    
Other expenses of Issuance and Distribution   28
Indemnification of Directors and Officers   28
Recent Sales of Unregistered Securities   29
Financial Statements Schedules F1-F11
Undertakings   30
Signature   31
       

      

 

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 Inc. 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 main product is the Global Seed Journal. It is a monthly journal published in Chinese and best known for its presentation of Asian community news, advertising content, and articles written by contributors. Our mission is to be the premier Asian publication devoted to community news and promotion of advertising content. We are intent on attracting a readership composed primarily of men and women in the 18 to 65 age group. Our projected revenue will mainly come from advertisers in Houston, Texas. We are in the developmental stage of the company, and we have begun some of our planned operations. Our operations to date have been devoted primarily to start up development activities for our publication, Global Seed Journal.

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.

Our officer, Su Zhi Da, is responsible for the general and administrative duties, and we have two part-time employees. As of July 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,

 

NUMBER OF SHARES OUTSTANDING

 

There were 5,000,000 shares of our common stock issued and outstanding as of June 30, 2011.

 

ITEM 3. SUMMARY INFORMATION, RISK FACTORS.

 

The summarized financial data presented below should be read in conjunction with our audited financial statements as of June 30, 2011.

 

 

SUMMARY FINANCIAL INFORMATION

 

 

BALANCE SHEET DATA

Cash or cash equivalent         9,500      
Stock subscription receivable     $   40,000    
Total assets     $   49,000    
Account payable     $   2,365  
Total liabilities     $   2,365  
Total shareholder’s equity     $   47,135  
STATEMENT OF OPERATIONS            
Revenue     $   -  
NET LOSS     $   2,865  
                       
                           

6

 

 

 

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IN ADDITION, 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. We have incurred a net loss of $2,865 for the period from July 13, 2010 (inception) to June 30, 2011, and we have had no revenues to date. Our future is dependent upon our ability to implement our business plan and upon our future profitable operations. 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) 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.

 

(6) 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

(7) If we can successfully begin operations, we will face intense competition from other companies.

 

If we can successfully begin operations, we will face intense competition from other companies that are much larger, with more capital such as Southwest News Group and Texas Journal.

If we do not manage our operations effectively and cannot establish our company as a viable competitor, our revenues will be adversely affected or our business plan could fail.

 

(8) 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 writers, publishers, and other creative talent responsible for our journal. Any overall weakening of these relationships could have an adverse impact on our business and financial performance. 

 

(9) 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 local and national 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. Additionally, our potential customers in the Houston Asian communities will spend less in advertising dollars. If such events were to occur, we could encounter difficulties in realizing our profit margins.

8

 

 

(5) 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.

 

(6) 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.

 

 

(C)  RISKS RELATED TO THIS OFFERING

 

(10) 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.

 

(11) 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

 

 

 

(12) 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.

 

(13) 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.

 

(14) Until Our Common Stock is registered, we will not be subject to the reporting obligation imposed by Section 15(d) of the Exchange Act.

 

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company but will only subject to the reporting obligations imposed by Section 15(d) of the Exchange Act.  In addition to the limited reporting obligation, as a Section 15(d) filer we will not be subject to rules concerning proxy, the Section 16 short-swing  profit provisions, or the Williams Act.  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 (e.g., because the issuer lists its equity on an exchange), 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. In the first instance, the issuer would be furnishing periodic reports to the SEC (by reason of Section 13).  Since we have less than 300 shareholders, we will not be required to file reports with the SEC until our stock is registered.  We understand and are prepared to comply with our reporting obligations under Section 15(d) both generally and specifically.

 

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. The total proceeds received from this offering were $40,000. 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

SHARES OF COMMON STOCK OWNED PRIOR OFFERING

 

 

 

 

 

 

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 36,000 36,000   -0- 0.00%
Yaming Hu 80,000 80,000   -0- 0.00%
Wei Hu 80,000 80,000   -0- 0.00%
Xiang Wei 8 0,000 80,000   -0- 0.00%
Hua Ai 80,000 80,000   -0- 0.00%
Ai Ying Sun 80,000 80,000   -0- 0.00%
Xiao Su He 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   2,500,000   -0- 0.00%

 

 

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 June 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 Inc. was incorporated in the State of Texas on July 14, 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 main product is the Global Seed Journal. It is a monthly journal published in Chinese and best known for its presentation of Asian community news, advertising content, and articles written by contributors. Our mission is to be the premier 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 are in the developmental stage of the company, and we have begun some of our planned operations. Our operations to date have been devoted primarily to start up development activities for our publication, Global Seed Journal.

OUR PRODUCTS AND SERVICES

We are offering the following sections in our journal to target different advertisers and readers:

Our journal will devote a special section for the buying and selling of homes in Texas. 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 journal is in a unique position to serve these potential advertisers in the real estate industry. Our journal is free and easily accessible at the neighborhood supermarkets. Our real estate listings provide photos, features, and amenities. Our journal goes beyond real estate listings. Readers will have access to real estate tools and resources such as real estate buying tips, real estate agents, and home insurance.

Our journal will devote a special section for dating services. In recent years, it has become popular for men to find their brides in China or other Asian Countries. We will accept advertisements from singles in China that are seeking Westerners for friendship and marriage. We anticipate some interest will be generated from this special section because we believe the potential brides from Asia will be perceived as beautiful by the Westerners. Our platform as a journal will bridge the gap between Westerners and Asians as social media for friendship and marriages.

Our journal will devote a special section for travel agencies. Well established travel agents are welcomed to advertise in our journal. Our readers will be able to get discount coupons for some travel and tour packages. We believe that there will be a demand from our readership for travel agents because Asian-Americans have strong ties in Asia and China. Asian-Americans frequently travel to Asia to visit their relatives, and business contacts between China and the United States have been increasing in recent years. We will offer travel coupons and discounted tours or airline tickets. These promotions from travel agencies will increase our journal's popularity in the community.

Our journal will devote a special section for restaurant advertisers. There are many restaurants in the Asian community that offer Chinese, Japanese, and Vietnamese dishes. The restaurant business is highly competitive; they often required special promotions to attract a limited pool of customers. 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 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 journal will devote a section for business advertisement. We plan to support our growth through business advertisements. Throughout the journal, there will be advertisements for businesses, special events, classifieds, and other revenue building advertisements that support our local businesses and draw the readers to the journal.

15

 

MARKETING AND PROMOTION STRATEGIES:

 

According to both the 2010 Census and 2009 American Community Survey, 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 is the largest ethnic group of Asian Americans, consisting of 22.4% of the Asian American population. The Chinese American community numbered approximately 3.6 million in 2010. The ten states with the largest estimated Chinese American populations, were California (1.25 million), New York (575,000), Texas (156,000), New Jersey (134,000), Massachusetts (123,000), Illinois (99,300), Washington (93,800), Pennsylvania (85,000), Maryland (63,300), and Virginia (54,200).

 

Another important point about this population is the median household income for the average American is $41,583. The Chinese household income is 30% higher than the national average. These factors make this population one of the most desirable target populations for buying real estate, finding a job, locating a travel tour or package, and introducing new products to the consumer. Another feature of the journal is its unique dating service targeted at the American Chinese population. We will start operations in Houston, Texas and expand to the California and New York Market within five years.

 

There is a niche in the market for the underserved Chinese-American consumers. The differences in culture and language barriers may make it more difficult for Chinese Americans to get reliable information about real estate and other services. Our journal is here to educate and service them in a friendly and efficient manner published in their native language.

 

Journals are still driven by three main sources of revenue: a) Advertisers; b) subscription; c) new-stand sales. Our 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 journal was founded on the principle of creating a direct publication and marketing solution for businesses who wish to reach the Chinese American consumer. Our journal will not be successful unless our advertising campaigns provide effective results for the businesses that buy ad space. Our purpose is to influence the customer through creative and traditional direct response advertising.

 

With a marketing start-up budget of $1500.00, the best way to get information into the hands of your advertisers is a simple advertising / sponsorship brochure approach. This brochure will be designed with the demographic information for the journal, the zones available to advertise in, and the impact the journal demographic population could have on the success of our customers’ return on investment. Sales representatives will be given a specific selling zone to focus their sales efforts.

 

ADVERTISING SOLUTIONS FOR BUSINESS:

 

Our advertising service begins with an initial concept and design. Sales representatives are trained to identify the right advertising solution for a specific business’s needs and budget. Advertising is about more than just making the sale. Successful advertising helps our clients’ businesses gain long-term, loyal customers. The advertising products and services of Global Seed Journal give organizations the opportunity to increase public awareness through consistent and frequent advertising opportunities. Creating familiarity and establishing an image of quality and dependability will make our customers’ businesses prominent in the consumer's mind.

 

Global Seed Journal offers a variety of ways to connect with our client’s consumer-base. We take great care in developing the best option to fulfill the advertising needs of our customers. Each city will be divided into four selling/distribution zones. These zones are: north, south, east, and west. An advertiser will have the opportunity to buy advertising space in one or multiple zones. The client with the help of a sales representative will determine the correct marketing reach and marketing budget for each customer.

 

Our sales representatives will find customers through cold calls and direct sales. Each representative will be trained on presenting the journal and prospecting for clients. The process of selling to new advertisers is simple: Get out the phone book and call them, compile a list of targeted advertisers, and send them a sponsorship brochure. Sales representative will follow up with a contact person or a phone call. The hardest part of starting up is getting advertisers who are willing to advertise in a new, unproven media outlet. As time goes by and journal recognition increases, so will the advertiser's acceptance. Approximately 2000 journals will be distributed in supermarkets for the first publication run.

 

16

 

 

FEATURES OF OUR JOURNAL

 

Global Seed Journal is a monthly publication that reaches the Chinese American consumer. It is a lifestyle journal, founded in Texas. It is our mandate to create an editorial environment that is stimulating, entertaining, informative, and relevant to the Chinese American. Our readers are inquisitive, culturally aware, well-traveled persons who appreciate a blend of insight and entertainment. We feature special writing, photography, illustration, design, and production. Our commitment to quality is essential in the journal and magazine industry. There will be twenty distribution centers throughout Houston. It will take one day for an employee to distribute the journal to all of the predetermined sites. 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. It is thus our intention to craft a journal that is quite simply unlike any other.

 

FINANCIAL PLAN:

 

The only source of revenue is the sales of the advertising space and our shareholders' initial investment of $49,000. 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. We will become fully operational upon the effectiveness of the registration with the Securities and Exchange Commission. Our initial concentration will be the sales of advertising space in Houston, Texas. As of June 30, 2011, we have $49,500 in cash for general and administrative expenses. Our company has certain start-up costs typically for development stage companies. These costs occurred during the twelve months of operation. The projected expenses that will be incurred during the 12 months period will be $50,000.

 

Our projected sales will begin from the first year of operation. We anticipate an increase in sales after the sales representatives are hired between the 6-9 month of operations. Sales before this time will be generated without the benefit of a marketing program. We feel that with a good marketing program and adequate publishing schedule will generate sales by the six month of operation allowing us to increase distribution to 3,500-5,000 by the 2nd year of operations.

 

REVENUE AND BREAK-EVEN ANALYSIS

 

 
 

Below is the estimated cost of each type of advertising space available to our customers:

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 the entire publication of 8 pages of advertising space is sold which allows for 16 advertising pages, our company will begin generating profits.

 

 

17

 

BUSINESS STRATEGIES

 

Our market entry strategy will be focused on Asian communities in Houston, Texas. There is a large market for advertisers in these cities. Most of our potential advertisers in these targeted market have the financial resources for advertising dollars. We will be hiring two sales representatives to solicit advertising accounts through telephone solicitations and personal visits. We believe our advertising rates is attractive to potential advertisers. We intend to charge 10 less than our competitors, Texas Digest and Southern Daily News, to capture our market shares. 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 Asian communities. As soon as we attained certain level of popularity among our readers and advertisers, we will be adding electronic version of our journal in the internet. One of our business strategies is gradually expanding our readership to other Asian communities in the United States. Once we have implemented our journal in the electronic format, we will be able to attract more advertisers and readers.

COMPETITION

Our journal competes with two other newspapers locally in Houston. They are Texas Digest and Southern Daily News, respectively. 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. 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 intend to protect our intellectual property. While there is no assurance that registered trademarks and copyrights will protect our proprietary information. However, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

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. We have two part-time sales representatives on a commission basis to keep our overhead to a minimum.

 

(B) DESCRIPTION OF PROPERTY

We do not owned any real property in the United States. 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 Inc., 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 four (36) 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. As of the date of this prospectus, Mr. Su Zhi Da, our President, hold 2,500,000 shares that may be sold pursuant to 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 will focus on generating advertising revenue from potential clients in Texas. We may require up to $50,000 in expanding our operations as outlined in the table below.

 

GOALS

PROJECT OUTCOMES

 

ESTIMATED COMPLETION DATES ESTIMATE COST
Create our corporate website Establish our corporate images 1-2 months $2,500
Printing and Publishing Publish our monthly journal 3-4 months $13,800
Hiring Sales Representatives Sign up 10-15 advertising accounts 5-6 months $21,000
Marketing and Promotion Create brand image in the community 7-8 months $1,500
Expanding business activities Sign up 30-35 advertising accounts 9-12 months $11,200

 

 RESULTS OF OPERATIONS

 

During the period of inception, July 14, 2010 to June 30, 2011, we incorporated the company and hired attorneys, accountants, and auditor for the preparation of this registration statement. Since inception, our loss has been $2,865 of which $2,865 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. We believe a well-design website will clearly convey a message to our potential clients that we intend to pursue our business goals. Furthermore, our company's website could enhance our corporate image throughout the United States. One of our major expenditures for this business will be the printing and publishing costs. We have obtained printing estimations from one local printing firms in Houston, Texas, namely BK Printing Company.

 

The estimated cost for the printing and publishing of our monthly journal is $1,125. One of our major expenditures is the hiring of sales representatives. We have budgeted for two part-time sales representatives with a projected annual salary of $21,000 all together. The sales representatives are key to the success of our business because the sales representatives are able to solicit new accounts in the Asian communities. Our projected marketing and promotion expenses are $7,800; that includes public awareness campaigns. Our general and administrative expenses are $ 11,200, which includes $4,500 for auditing fees and $6,750 for office equipment expenses that includes a desktop computer, $1,250; copy machine, $750; scanning machine, $650; accounting software, $550; office furniture, $830; Edgar conversion Services, $750; 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 July 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 June 30, 2011, our total assets were $ 49,500. We have $9,500 in cash and $40,000 in stock subscription receivables and our total liabilities were $2,365. 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.

 

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 $2,865. for the period from July 14, 2010 (inception) to June 30, 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, 2011

 

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. Under Mr. Su's successful leadership, this publication has reversed losses into profits and has become a favorite journal among its readers. In July 2010, Mr. Su incorporated the Global Seed Inc. in Texas. He is primarily responsible for the promotion of the journal to the Asian communities in Houston, 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 and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability.   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 June 30, 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 June 30, 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.

 

CORPORATE GOVERNANCE

 

As a small business issuer 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
     
Financial Statements:    
     
Balance Sheet as of June 30, 2011   F-2
     
Statement of Operations for the Period from July 13, 2010 (Inception) to June 30, 2011   F-3
     
Statement of Stockholders' Equity for the Period from July 13, 2010 (Inception) to June 30, 2011   F-4
     
Statement of Cash Flows for the Period from July 13, 2010 (Inception) to June 30, 2011   F-5
     

Notes to Financial Statements

 

  F6-F11

 

28

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To:

The Board of Directors and Stockholders

Global Seed Inc.

Houston, Texas

 

I have audited the accompanying balance sheet of Global Seed Inc. as of June 30, 2011 and the related statements of operations, of stockholders’ equity and of cash flows for the period ended April 30, 2011, and 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 Inc. 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. If the Company is unable to make it profitable, the Company could be forced to cease development of operations. Management cannot provide any assurances that the Company will be successful in its operation. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

 

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 INC.,

(A Development Stage Company)

Balance Sheet as of

June 30, 2011

 

ASSETS      
Cash & Cash equivalent $   9,500
Stock Subscription Receivables $   40,000
Total Current Assets $   49,500
Total Assets $   49,500
       
LIABILITIES & STOCKHOLDER'S EQUITY      
Account Payable $   2,365
Total current liability $   2,365
Total Liability $   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
Additional paid-in capital $   49,500
Deficit accumulated during development stage $   (2,865)
Total Stockholder's Equity $   47,135
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $   49,500

 

The accompanying notes are an integral part of these financial statements

 

 

 

F-2

 

 

 

GLOBAL SEED INC.,

(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
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 INC.,

(A Development Stage Company)

Statement of Stockholder’s Equity

From July 13, 2010 ( inception)

through June 30, 2011

 

 

               

 

Deficit

       
          Additional       accumulated     Total   
          Paid-in       development     Stockholders'   
    Common Shares      Amount      Capital      during stage         
From July 13, 2010 (Inception) through July 30, 2011  

 

  2,500,000

   

 

250

   

 

$ 750

         

 

1,000

 Common stock issued for cash at $0.004 per share on 7/15/2010                

 

 

 
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

(2,865)

Net Loss from Inception July 14, 2010 to July 30, 2011                           $ (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-4

 

 

 

 

 

 

GLOBAL SEED INC.,

(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-5

 

 

 

GLOBAL SEED INC.

(A Development Stage Company)

Notes to the Financial Statements

As of June 30, 2011

 

NOTE 1 – BUSINESS AND CONTINUED OPERATIONS

 

ORGANIZATION

 

Global Seed Inc., 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 June 30, 2011. The Company is a publishing company that will publish a monthly journal called the Global Seed Journal.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying audited financial statements and related notes 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 audited 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 financial statements of the Company for the period from July 13, 2010 (inception) through June 30, 2011 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, of which this Prospectus is a part.

 

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.

 

F-6

 

 

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.

 

REVENUE RECOGNITION

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification (ASC) for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

F-7

 

 

 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 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.

GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had an initial operating loss of $2,865. The Company had a positive cash flow of $49,500 from the stock subscriptions received in the period ended June 30, 2011. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

 

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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 $2,865. 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-8

 

 

 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, 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 period ended June 30, 2011.

 

 

Basic and diluted net loss per share:        
Net Loss $   (2,865)  
Denominator:        
Basic and diluted weighted average number of shares outstanding     5,000,000  
Basic and diluted Net Loss Per share $   (0.00)  

 

 

 NOTE 3 -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-9

 

 

 

 

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-10

 

 

 

NOTE 4 – DEFERRED INCOME TAX CREDIT

 

The Company has a Net Operating Loss of $500 as at June 30, 2011, 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 $125, however an allowance of $125 has been established, since it is “more likely than not” that the tax credit will not be realized.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

There were no commitments or contingencies for the period ended June 30, 2011.

 

NOTE 6 – 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 7 – 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 June 28, 2011, 1,000,000 shares of common stock were issued for cash at $0.04 per share, realizing $40,000.

 

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 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

 

Events subsequent to June 30, 2011 have been evaluated through September 30, 2011, 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-11

 

 

 

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.

 

 

29

 

 

 

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.

30

 

 

 

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.

 

31

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned in Houston, Texas on September 30, 2011

 

/s/ Su Zhi Da

Name: Su Zhi Da

Title: President, Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and sole Director

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Su Zhi Da as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following person in the capacities and on the dates stated.

 

By:  /s/ Su Zhi Da          

Name: Su Zhi Da

President, Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and sole Director

September 30, 2011

 

32

 

 
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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


JOHN KINROSS-KENNEDY

CERTIFIED PUBLIC ACCOUNTANT

17848 Skypark Circle

IRVINE, CALIFORNIA, U.S.A.  92614-6401

 (949) 955-2522. Fax (949)724-3812

jkinross@cox.net

jkinross@zamucen.com

 

 
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

I consent to the incorporation by reference in the Registration Statement of Global Seed Inc. on Form S-1 of my Auditors report dated September 30, 2011, relating to the financial statements of Global Seed, Inc., for the period ended June 30, 2011. In addition, I consent to the reference to me under the heading “Interest of Named Experts and Counsel” in the Registration Statement.

 

 

/s/ John Kinross-Kennedy

 

John Kinross-Kennedy, CPA

September 30, 2011

 

 

 

 

 


BY-LAWS

OF

Global Seed Inc.,

(hereinafter called the “Corporation”)

 

ARTICLE I

OFFICES

 

Section 1.  Registered Office.  The registered office of the Corporation shall be in the State of Texas.

 

Section 2.  Other Offices.  The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine.

 

ARTICLE II

MEETING OF STOCKHOLDERS

 

Section 1.  Place of Meeting.  Meetings of the shareholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Texas, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2.  Annual Meetings.  The Annual Meetings of shareholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the shareholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.  At any annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the Articles of Incorporation.

 

Section 3.  Special Meetings.  Special Meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board or the President.  Upon request in writing to the Secretary by any person entitled to call a special meeting of the shareholders, the Secretary forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting.  At any special meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the Articles of Incorporation.

 

Section 4.  Notice of Meetings.  Written notice of the place, date, and time of all meetings of the shareholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each shareholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the General Corporation Law of Texas Business Corporation Act or the Articles of Incorporation.

 

1

 

Section 5.  Quorum: Adjournment.  With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy, unless otherwise provided in the Articles of Incorporation.  If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

 

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

 

Section 6.  Organization.  At every meeting of the shareholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated shall act as chairman of the meeting: the vice chairman of the board, if there be one, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the shareholders in the manner provided in Section 5 of this Article II.  The secretary, or in his absence, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary.

 

Section 7.  Proxies and Voting.  At any meeting of the shareholders, every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each shareholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Articles of Incorporation. All voting, including on the election of directors but exception where otherwise provided herein or required by law or the Articles of Incorporation, may be by a voice vote; provided, however, that upon demand therefore by a shareholder entitled to vote or such shareholder’s proxy, a stock vote shall be taken.  Every stock vote shall be taken by ballots, each of which shall state the name of the shareholder or proxy voting and such other information as may be required under the procedure established for the meeting.

 

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.  Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

2

 

Section 8.  Stock List.  A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in such shareholder’s name, shall be open to the examination of any such shareholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, at the registered office or principal place of business of the Corporation.

 

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such shareholder who is present.  This list shall presumptively determine the identity of the shareholder entitled to vote at the meeting and the number of shares held by each of them.

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 1.  Duties and Powers.  The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles of Incorporation or by these By-Laws directed or required to be exercise or done by the shareholders.

 

Section 2.  Number and Term in Office.  This Section 2 is subject to the provisions in a formal certificate of rights, powers and designations relating to the rights of the holders of one or more series of Preferred Stock or other provisions of the Corporation’s Articles of Incorporation.  The total number of directors constituting the entire Board of Directors shall not be less than one (1) nor more than nine (12), with the then-authorized number of directors being fixed from time to time solely by or pursuant to a resolution passed by the Board of Directors. . A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Section 3.  Vacancies.  This Section 3 is subject to the provisions of the Corporation’s Articles of Incorporation.  Vacancies and newly created directorships resulting from any increase in the authorized member of directors may be filled only by action of a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director.  Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.  Any director may resign at any time upon written notice to the Corporation.

 

Section 4.  Nominations of Directors; Election.  This Section 4 is subject to the provisions of the Corporation’s Articles of Incorporation.  Nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors, or by any shareholder entitled to vote generally in the election of directors who complies with the procedures set forth in this Section 4.  Directors shall be at least 21 years of age and need not be shareholders.  Nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in

3

 

writing to the Secretary of the Corporation.  To be timely, a shareholders’ notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.  Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the number of shares of the Corporation which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such shareholder and (ii) the number of shares of the Corporation which are beneficially owned by such shareholder.  No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Article.  The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedure prescribed herein, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

 

Section 5.  Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas.  The first meeting of each newly-elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present.  Regular meetings of the Board of Directors may be held  without notice at such time and at such place as may from time to time be determined by the Board of Directors.  Special meetings of the Board of Directors may be called by the Chairman of the Board, the president or at least two of the directors then in office.  Notice thereof stating the place, date and hour of the meetings shall be given to each director by mail, telephone or telegram not less than seventy-two (72) hours before the date of the meeting.  Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these By-Laws.

 

Section 6.  Quorum.  Except as may be otherwise specifically provided by law, the Articles of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business.  The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors

 

 

4

present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 7.  Action of Board Without a Meeting.  Unless otherwise provided by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

 

Section 8.  Resignations.  Any director of the Corporation may resign at any time by giving written notice to the president or the secretary.  Such resignations shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 9.  Organization.  At every meeting of the Board of Directors, the Chairman of the Board, if there be one, or, in the case of a vacancy in the office or absence of the Chairman of the Board, one of the following officers present in the order stated shall act as Chairman of the meeting: the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present.  The secretary, or, in his absence, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the Chairman of the meeting shall act as secretary.

 

Section 10.  Compensation.  Unless otherwise restricted by the Articles of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. 

 

ARTICLE IV

OFFICERS

 

Section 1.  General.  The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board or a President, or both, one or more Vice Presidents, a Treasurer and a Secretary.  The Board of Directors may also choose one or more assistant secretaries and assistant treasurers, and such other officers and agents as the Board of Directors, in its sole and absolute discretion shall deem necessary or appropriate as designated by the Board of Directors from time to time.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these By-Laws provide otherwise.

 

Section 2.  Election; Term of Office.  The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect a Chairman of the Board or a President, or both, one or more Vice Presidents, a Secretary and a Treasurer, and may also elect at that meeting or any other

 

5

meeting, such other officers and agents as it shall deem necessary or appropriate.  Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties which are customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  The Board of Directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove an officer.

 

Section 3.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors and shall have such other duties and powers as may be prescribed by the Board of Directors from time to time.

 

Section 4.  President.  The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall have and exercise such

further powers and duties as may be specifically delegated to or vested in the President from time to time by these By-Laws or the Board of Directors.  In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board has not designated a Chairman, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all powers and be subject to all of the restrictions upon the Chairman of the Board.

 

Section 5.  Vice President.  In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event that there be more than one vice president, the vice presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The vice presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

 

Section 6.  Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given notice of meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the shareholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix same to any instrument requiring it and when so affixed, it may be attested to by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general

 

6

authority to any other officer to affix the seal of the Corporation and to attest to the affixing by his or her signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

 

Section 7.  Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall, when and if required by the Board of Directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of his or her duties as Treasurer.  The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.

 

Section 8.  Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

 

Section 9.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary shall be deemed to constitute notice to the Corporation.  Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 10.  Removal.  Any officer or agent may be removed, either with or without cause, at any time, by the Board of Directors at any meeting called for that purpose; provided, however, that the President may remove any agent appointed to him.

 

Section 11.  Vacancies.  Any vacancy among the officers, whether caused by death, resignation, removal or any other cause, shall be filled in the manner which is prescribed for election or appointment to such office.

 

ARTICLE V

STOCK

Section 1.  Form of Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board or the President or a

 

7

Vice President and (ii) by the Treasurer or Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.

 

Section 2.  Signatures.  Any or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

 

Section 3.  Lost Certificates.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

 

Section 4.  Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws.  Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefore, which shall be cancelled before a new certificate shall be issued.

 

Section 5.  Record Date.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution or share dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days and, in the case of a meeting of shareholders, not less than ten (10) days before the date of such meeting or event.  A determination of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 6.  Beneficial Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered in its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

Section 7.  Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the

 

8

 

President, any Vice President or the Secretary and any such officer may, in the name of and on behalf

of the Corporation take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, be resolution, from time to time confer like powers upon any other person or person.

 

ARTICLE VI

NOTICES

 

Section 1.  Notice.  Whenever, under the provisions of the laws of Texas or the Articles of Incorporation or these By-Laws, any notice, request, demand or other communication is required to be or may be given or made to any officer, director, or registered shareholder, it shall not be construed to mean that such notice, request, demand or other communication must be given or made in person, but

the same may be given or made by mail, telegraphy, cablegram, telex, or telecopier to such officer, director or registered shareholder.  Any such notice, request, demand or other communication shall be considered to have been properly given or made, in the case of mail, telegraph or cable transmission, and in other cases when transmitted by the party giving or making the same, directed to the officer or director at his address as it appears on the records of the Corporation or to a registered shareholder at his address as it appears on the record of shareholders, or, if the shareholder shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to the shareholder at such other address.  Notice to directors may also be given in accordance with the Section 5 of Article III hereof.

 

Whenever, under the provisions of the laws of this state or the Articles of Incorporation or these By-Laws, any notice, request, demand or other communication is required to be or may be given or made to the Corporation, it shall also not be construed to mean that such notice, request, demand or other communication must be given or made in person, but the same may be given or made to the Corporation by mail, telegraph, cablegram, telex, or telecopier. Any such notice, request, demand or other communication shall be considered to have been properly given or made, in the case of mail, telegram or cable, when deposited in the mail or delivered to the appropriate office for telegraph or cable transmission.

 

Section 2.  Waivers of Notice.  Whenever any written notice is required to be given under the provisions of the Articles of Incorporation, these By-Laws or a statute, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice of such meeting. .Attendance

 

 

9

of a person, either in person or by proxy at any meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice of such meeting.

 

ARTICLE VII

GENERAL PROVISION

 

Section 1.  Dividends.  Dividends upon the capital stock of the Corporation, subject to applicable law and the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock, or in any combination thereof.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.  Disbursements.  All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

 

Section 3.  Corporation Seal.  The corporation seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Texas”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ARTICLE VIII

INDEMNIFICATION

 

Section 1.  Mandatory Indemnification of Directors and Officers.  Each person who at any time is or was a director or officer of the Corporation, and who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (a “Proceeding,” which shall include any appeal in such a Proceeding, and any inquiry or investigation that could lead to such a Proceeding), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation to the fullest extent authorized by the Texas Business Corporation Act as the same exists or may hereafter be amended from time to time (the “TBCA”), or any other applicable law as may from time to time be in effect (but, in the case of any such amendment or enactment, only to the extent that such amendment or law permits the Corporation to provide broader indemnification rights that such law prior to such amendment or enactment permitted the Corporation to provide), against judgments,

10

 

penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys’ fees) actually incurred by such person in connection with such Proceeding.  The Corporation’s obligations under this Section 1 include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of any person for indemnification.  Expenses incurred in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding to the fullest extend permitted, and only in compliance with, the TBCA or any other applicable laws as may from time to time be in effect.  The Corporation’s obligation to indemnify or to prepay expenses under this Section 1 shall arise, and all rights granted hereunder shall vest, at the time of the occurrence of the transaction or event to which such proceeding relates, or at the time that the action or conduct to which such proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such proceeding is first threatened, commenced or completed.  Notwithstanding any other provision of the Articles of Incorporation or these By-Laws, no action taken by the Corporation, either by amendment of the Articles of Incorporation or these By-Laws or otherwise shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under this Section 1 which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is taken.

 

Section 2.  Permissive Indemnification of Employees and Agents.  The rights to indemnification and prepayment of expenses which are conferred to the Corporation’s directors and officers by Section 1 of this Article VIII may be conferred upon any employee or agent of the Corporation if, and to the extent, authorized by its Board of Directors.

 

Section 3.  Indemnity Insurance.  The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the TBCA.  Without limiting the power of the Corporation to procure or maintain any kind of insurance or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation (1) create a trust fund, (2) establish any form of self-insurance, (3) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Corporation, or (4) establish a letter of credit, guaranty or surety arrangement.

 

ARTICLE IX

AMENDMENTS

Except as otherwise specifically stated within an Article to be altered, amended or repealed these By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors or the shareholders, provided notice of the proposed change was given in the notice of the meeting.

 

The undersigned, as Secretary of the Corporation, hereby attests to the foregoing By-Laws as the By-Laws of the Corporation as approved by the Board of Directors on July 13, 2010

 

11

 

 

 

  /s/ Su Zhi Da

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Kristie L. Lewis

Attorney- at-Law

P.O. Box 31472

Houston, TX 77231

Tel: 832/598-7435 Fax: 832/553-1902

E-mail: klewisattyatlaw@gmail.com

 

 

 

Global Seed Inc.,

2388 Diary Ashford #502

Houston, Texas 77077

 

Date: August 18, 2011

 

Re: Global Seed Inc., Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

I refer to the above-captioned registration statement on Form S-1 (“Registration Statement”) under the Securities Act of 1933, as amended (“Act”), to be filed by Global Seed Inc., a Texas Corporation (“Company”), with the Securities and Exchange Commission. The Registration Statement related to the offer and sale by the selling stockholders named therein of up to 2,500,000 shares of common stock, par value $0.0001 per share ( the “ Common Stock”), of the Company.

 

I have examined the originals, or photocopies, certified copies or other evidence of such records of the Company, and other documents as I have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as certified copies or photocopies and the authenticity of the originals of such documents.

 

Based on my examination mentioned above, I am of the opinion that the Common Stock outstanding on the date hereof that are being registered for resale by the selling stockholders of the Company are validly issued, fully paid and non-assessable.

 

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "legal matters" in the Registration Statement.

 

/s/ Kristie L. Lewis

Kristie L. Lewis

Attorney-at-Law

 

 


OFFICE OF THE SECRETARY OF STATE

 

CERTIFICATE OF FILING

OF

Global Seed Corporation

File Number : 801292951

 

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic For-profit Corporation has been received in this office and has been found to conform to the applicable provisions of law.

 

Accordingly, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issued this certificate evidencing filing effective on the date show below.

 

The issuance of this certificate does not authorize the use of a name in this State in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

 

Dated: 07/13/2010

Effective:07/13/2010

/s/ Hope Andrade

Secretary of State

Phone : (512) 463-5555 Fax: (512) 463-3709 Corporation Section : P.O. Box 13697 Austin, Texas 78711