SEC Info - Golden Seed, Inc. - ‘1-SA’ for 6/30/23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

SEMIANNUAL REPORT

SEMIANNUAL REPORT PURSUANT TO REGULATION A

For the Semiannual Period Ended June 30, 2023

GOLDEN SEED INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 024-11072

Delaware

(State or other jurisdiction of

incorporation or organization)

82-3430220

(I.R.S. Employer Identification No.)

2894 South Coast Highway, Unit 1

Laguna Beach, CA 92651

(Address of principal executive offices)

949-833-0222

(Issuer’s telephone number, including area code)

Class B Common Stock

(Title of each class of securities issued pursuant to Regulation A)

Item 1.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Golden Seed, Inc. was initially formed on November 8, 2017 as a Delaware Limited Liability Company (Golden Seed, LLC). On June 20, 2019, Golden Seed, LLC was converted into a Delaware corporation and now operates as Golden Seed, Inc. On September 30, 2019, the Company filed a fictitious business name statement with the state of California to use the fictitious name “Goldenseed” and uses this fictitious name for product branding and other purposes. The Company legally cultivates and sells cannabis and cannabis-related products in Santa Cruz County, California.

Management’s discussion and analysis of financial condition and results of operations as of October 20, 2021 is available for review here and incorporated by reference.

https://www.sec.gov/Archives/edgar/data/1780914/000178091421000008/gcrega2partiiandiii.htm

A.Operating Results Overview

Golden Seed, Inc. (“Goldenseed” or the “Company”) was initially formed on November 8, 2017 as a Delaware Limited Liability Company (Golden Seed, LLC). On June 20, 2019, Golden Seed, LLC was converted into a Delaware corporation and now operates as Golden Seed, Inc. On September 30, 2019, the Company filed a fictitious business name statement with the state of California to use the fictitious name “Goldenseed” and uses this fictitious name for product branding and other purposes. The Company legally cultivates and sells cannabis and cannabis-related products in Santa Cruz County, California.

Results of Operations

The period of January 1, 2023 to June 30, 2023

Revenue. Total revenue for the period of January 1, 2023 to June 30, 2023 was $189,450 primarily in sales of cannabis related products.

Cost of Sales. Cost of sales for the period of January 1, 2023 to June 30, 2023 was $141,980.

Administrative Expenses. Operating expenses for the period of January 1, 2023 to June 30, 2023 were $532,438. Operating expenses for the period were comprised of sales and marketing costs and general and administrative costs.

Net Loss. Net loss for the period of January 1, 2023 to June 30, 2023 was $(482,796). This net loss was the result of operating expenses exceeding early stage operating revenues.

B.Liquidity and Capital Resources

Net cash as of June 30, 2023 of $21,170.

During the period of January 1, 2023 to June 30, 2023, operating activities used $(947,409).

Cash used by investing activities relating to capital expenditures during the period of January 1, 2023 to June 30, 2023 was ($8,967).

Cash provided by financing activities related to related party advances (net) during the period January 1, 2023 to June 30, 2023 was $950,447.

C.Plan of Operations

Our plan of operation for the period of January 1, 2023 to June 30, 2023 and for the remainder of 2023 was as follows:

The Company’s plan of operation was to maintain and renew the existing licenses to continue to cultivate and sell cannabis flower. The Company intended reestablish its retail presence and to grow as a premium cannabis lifestyle brand. The Company intended to start selling “eighths” (1/8th of an ounce of cannabis) of its flowers to the market. The Company has decided to further grow its retail presence and increase distribution.

The Company intended to commence large scale cultivation in its farming and production operations, which would allow the Company to also sell wholesale flower and biomass to other brands and manufacturers. The Company also planned to continue to build out its mixed light/light deprivation system.

The Company cannot assure that it will have sufficient capital to finance its growth and business operations, or that such capital will be available on terms that are favorable to it or at all. The Company is currently incurring operating deficits that are expected to continue for the foreseeable future.

D.Trend Information

Because the Company has only recently taken its products to market, the Company is unable to identify any recent trends in revenue or expenses since the latest financial year. Thus, the Company is unable to assess any known uncertainties, demands, commitments or events involving its business that are reasonably likely to have a material effect on its revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition. It is impossible at present to know all long-term effects from the coronavirus pandemic and other factors experience in recent years. If the Company is unable to react to changing consumer preferences, new laws and regulations, and long-term effects from the coronavirus pandemic, sales could decrease and/or our business could be significantly and negatively affected.

Despite this, the Company believes that the market for its products and services will continue to improve if economic conditions in the United States improve, and if the legal sale of cannabis, both medicinally and recreationally, continues to gain general acceptance. Not specific to the

Company, but the trends in the general market appear to favor a growing market outlook, with sales of medical and recreational cannabis increasing year over year (and reportedly increasing during the coronavirus pandemic) as more states legalize various uses of cannabis-related products.

E.Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

F.Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Basis of Presentation and Basis for Consolidation

The Company prepares consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP). These consolidated financial statements include all accounts of Golden Seed, Inc., along with its wholly owned subsidiary, Ohlone Coast Farms, LLC. All transactions and balances between and among the aforementioned companies have been eliminated in consolidating the accounts for consolidated financial statement presentation. The Company adopted the calendar year as its basis of reporting.

Interim Unaudited Financial Information

The accompanying consolidated financial statements for the six-months ended June 30, 2023 and 2022 and related footnote disclosures are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the Company's opinion, reflect all adjustments necessary to present fairly the Company's consolidated financial position as of June 30, 2023 and results of its consolidated operations, and cash flows for the periods ended June 30, 2023 and 2022. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other periods.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. As of June 30, 2023 and December 31, 2022, the Company carried allowances against receivables of $0 and $15,207, respectively.

Inventory

Inventory is stated at the lower of cost or market and accounted for using the first in, first out (FIFO) cost method. All direct and indirect costs of growing crops are accumulated until the time of harvest and certain costs may be deferred and allocated to growing crops. Harvested crops are recorded at the lesser of cost or the net realizable value.

The inventory balance as of June 30, 2023 and December 31, 2022 consisted of cannabis mother stock, flower, pre-rolls, clones, employee wages and related payroll taxes, payments made to independent contractors, bulk biomass and trim, in addition to other materials and supplies needed for the propagation, greenhouse operations, and packaging of cannabis products.

The Company records impairment and obsolescence reserves against its inventory balances as deemed necessary. During the six-month period ended June 30 2023, the Company did not record impairment. Mold and other crop issues during the 2022 cultivation and harvest compromised the inventory, along with costs exceeding the net realizable values of harvested and growing crops,

resulted in inventory impairment charges totaling $1,132,100 for the year ended December 31, 2022.

The Company has authorized a distribution agreement with its largest customer during February 2020. The customer notifies the Company on a bi-monthly basis of sales activity and the Company records revenue and receives payment. The Company authorizes the replenishment of consignment inventory based on orders placed by the customer. The customer does not purchase the inventory until the product has sold. The customer receives a 15% distribution fee on all its sales of the Company’s products. As of both June 30, 2023 and December 31, 2022, the Company has no inventory on consignment. The Company paid $560 and $0 in distribution fees for the six-month periods ended June 30, 2023 and 2022, respectively.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000 as property and equipment and depreciates such assets on a straight-line basis over

estimated useful lives, which is currently estimated at 8-39 years for the Company’s property and equipment. Management periodically evaluates assets for impairment and writes off capitalized costs as necessary. As of June 30, 2023 and December 31, 2022, no property and equipment has been impaired.

As of June 30, 2023 and December 31, 2022, property and equipment consisted of the following:

Depreciation expense totaled $21,425 and $19,698 for the six-month periods ended June 30, 2023 and 2022, respectively.

Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on a balance sheet. When subscription receivables were not received prior to the issuance of consolidated financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505-10-45-2, the subscription is reclassified as a contra account to the stockholders’ equity/(deficit) on the balance sheet. Subscription receivable totaled $0 and $29,860 for June 30, 2023 and December 31, 2022, respectively.

Lease Assets and Liabilities

On January 1, 2022, the Company adopted ASC 842, Leases, as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted the new guidance using a modified retrospective method. Under this method, the Company elected to apply the new accounting standard only to the most recent period presented, recognizing the cumulative effect of the accounting change, if any, as an adjustment to the beginning balance of retained earnings. Accordingly, prior periods have not been recast to reflect the new accounting standard. The cumulative effect of applying the provisions of ASC 842 had no material impact on accumulated deficit.

The Company elected transitional practical expedients for existing leases which eliminated the requirements to reassess existing lease classification, initial direct costs, and whether contracts contain leases. Also, the Company elected to present the payments associated with short-term leases as an expense in the consolidated statements of operations. Short-term leases are leases with a lease term of 12 months or less. The adoption of ASC 842 had no impact on the Company’s balance sheet as of June 30, 2023 and December 31, 2022.

Accrued Expenses

Accrued expenses totaled $77,395 and $85,348 as of June 30, 2023 and December 31, 2022, respectively. The Company charges accrued but unpaid costs that pertain to wages, payroll taxes and workers compensation insurance, interest expense, and ordinary operational expenses necessary to run the business to accrued expenses. Accrued expenses as of June 30, 2023 pertains to wages, payroll taxes and insurance of $49,437, $19,854 pertains to accrued interest, and $8,104 pertains to ordinary operational expenses. As of December 31, 2022, $60,825 pertains to wages, payroll taxes and insurance, $17,026 pertains to accrued interest, and $7,497 pertains to ordinary operational expenses.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheets approximate their fair value.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied. The Company’s revenues consist of sales of cannabis lowers, plants, concentrates and distillates, trim and pre-rolls. Revenue is recognized when the product is shipped to or accepted on delivery by the customer.

Revenue of $189,450 and $246,420 has been earned and recognized for the six-month periods ended June 30, 2023 and 2022, respectively.

Cost of Goods Sold

The Company uses FIFO method to determine the amount of inventory to relieve relative to sales revenue recorded. Costs that flow through cost of goods sold consist of cannabis mother stock, flower, pre-rolls, clones, employee wages and related payroll taxes, payments made to independent contractors, bulk biomass and trim, in addition to other materials and supplies needed for the propagation, greenhouse operations, and packaging of cannabis products. Cost of goods sold of $141,980 and $183,547 has been recognized for the six-month periods ended June 30, 2023 and 2022, respectively. Impairment charges against inventory are recorded to costs of goods sold as incurred.

Advertising Expenses

The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.” Advertising expenses recognized totaled $161,448 and $394,301 for the six-month periods ended June 30, 2023 and 2022, respectively.

Stock-Based Compensation

The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes

option-pricing model. The Company historically has been a private company and lacks company- specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

Deferred Offering

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to stockholders’ equity/(deficit) upon the completion of an offering or to expense if the offering is not completed.

Income Taxes

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.

Beginning June 21, 2019, the Company is subject to corporate income tax. Tax expense recognized in profit or loss compromises the sum of current and deferred taxes not recognized in other comprehensive income or directly in equity.

Current Tax

Current tax assets and/or liabilities comprise those claims from, or obligations to, fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax

is payable on taxable profit, which differs from net loss in the consolidated statements of operations. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred Tax

Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realization, provided they are enacted for substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognized to the extent that it is possible that they will be able to be utilized against future taxable income. Deferred tax asset and liabilities are offset only when the Company has a right and intention to offset current tax assets and liabilities from the same taxing authority.

Changes in deferred tax assets or liabilities are recognized as a component of tax income or expense in profit or loss, except where they relate to items that are recognized in other comprehensive income or directly in equity, in which case the related deferred tax is also recognized in other comprehensive income or equity.

The Company estimates it has deferred tax assets of $4,731,633 and $4,698,457 as of June 30, 2023 and December 31, 2022, respectively. The deferred tax asset as of June 30, 2023 consists of $4,400,378 related to net operating loss carryforwards and $331,255 related to book to tax differences on non-cash interest expense. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to taxable losses for the periods ended June 30, 2023 and December 31, 2022 and no history of generating taxable income. Therefore, a valuation allowance of $4,731,633 and $4,698,457 was recorded as of June 30, 2023 and December 31, 2022, respectively. Deferred tax assets were calculated using the Company’s combined tax rate, which it estimated to be 28%. The effective rate is reduced to 0% for June 30, 2023 and December 31, 2022 due to the full valuation allowance on its net deferred tax assets.

The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. The Company filed its tax returns for 2021. As of September 23, 2023, while the Company has not yet filed its 2022 tax returns, it estimates it will have net operating loss carryforwards available to offset future taxable income in the amount of $12,519,430 for federal tax return and $22,666,389 for state tax return.

As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non- allowed under IRC Section 280E. Therefore, the effective tax rate can be highly

variable and may not

necessarily correlate with pre-tax income or loss.

Earnings per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti- dilutive. As all potentially dilutive securities are anti-dilutive as of June 30, 2023 and as of December 31, 2022, diluted net loss per share is the same as basic net loss per share.

G.Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is presently involved in one legal proceeding that the Company believes is based on frivolous pleadings and does not believe to be material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, in the next 12 months.

Item 2.Other Information

None.

Item 3.Financial Statements

INDEX TO FINANCIAL STATEMENTS OF GOLDEN SEED INC.
Interim Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (audited)	1
Interim Consolidated Statements of Operations for the Six Months Ended June 30, 2023 and June 30, 2023 (unaudited)	2
Interim Consolidated Statements of Changes in Stockholders’ Deficiency as of June 30, 2023 (unaudited) and December 31, 2022 (audited)	3
Statements of Cash Flows for the Six-Months Period Ended June 30, 2023 and June 30, 2022 (unaudited)	4
Notes to Consolidated Financial Statements	5-19

Item 4.Exhibits

INDEX TO EXHIBITS

Charters (including amendments) *	Item 17.2
Bylaws*	Item 17.2
* Previously filed with Offering Circular.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this special financial report on Form 1-SA to be signed on its behalf by the undersigned, thereunto duly authorized, in Laguna Beach, CA on September 27, 2023.

GOLDEN SEED, INC.

By: /s/ *Neil Brandom*
Chief Financial Officer & Director

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer in the capacities and on the dates indicated.

Signature		Title

By: /s/ *Neil Brandom*		Chief Executive Officer of Business Operations & Director
		Golden Seed, Inc.
		September 27, 2023

By: /s/ *Neil Brandom*		Chief Financial Officer & Director
		Golden Seed, Inc.

Golden Seed, Inc. and subsidiary

Delaware Corporation

Consolidated Interim Financial Statements (Unaudited)

As of June 30, 2023 and December 31, 2022 and

for the six-month periods ended June 30, 2023 and 2022

This ‘1-SA’ Filing	Date	Other Filings

	12/31/23
Filed on:	9/28/23
	9/27/23
	9/23/23
For Period end:	6/30/23
	1/1/23
	12/31/22	1-K
	6/30/22	1-SA
	1/1/22
	11/8/21	1-A/A, QUALIF
	10/20/21
	9/30/19
	6/21/19
	6/20/19
	11/8/17
		List all Filings

Golden Seed, Inc. – ‘1-SA’ for 6/30/23

On: Thursday, 9/28/23, at 9:58am ET · For: 6/30/23 · Accession #: 1780914-23-3

Previous ‘1-SA’: ‘1-SA’ on 9/28/22 for 6/30/22 · Latest ‘1-SA’: This Filing · 1 Reference: To: Golden Seed, Inc. – ‘1-A/A’ on 11/8/21

Semi-Annual Report or Special Financial Report — Form 1-SA — Regulation A

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