October 10, 2019

Scott Goldie
Chief Executive Officer
Golden Seed, Inc.
1300 Quail Street Suite 100
Newport Beach, CA 92660

       Re: Golden Seed, Inc.
           Offering Statement on Form 1-A
           Filed on September 13, 2019
           File No. 024-11072

Dear Mr. Goldie:

       We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A filed on September 13, 2019

General, page i

1.    Please consider including an organizational chart that clearly discloses
the relationship
      between you and the various related entities identified in the Business
section. We believe
      that clarity as to the nature of the relationship among these entities
will provide useful and
      relevant information for an understanding of ownership of the company.
Risk Factors, page 15

2.    Please provide a separate risk factor discussing risks related to the
Class B shares having
      no voting rights other than those reserved under Delaware law.
Use of Proceeds, page 52

3.    We note that you plan to use a portion of the proceeds of your offering
to discharge
      indebtedness. Please provide the disclosure required by Instruction 6 to
Item 6 of Form 1-
 Scott Goldie
Golden Seed, Inc.
October 10, 2019
Page 2
         A.
4.       We note your discussion of investor perks beginning on page 11. If
these programs will
         materially impact your use of proceeds please revise this section
accordingly.
         Additionally, in an appropriate place in your offering circular
discuss the estimated cost to
         the company related to the shareholder benefits, if material.
Drag Along Rights, page 83

5.       We note your disclosure here and on page 32 regarding a drag-along
provision set forth in
         your bylaws. Please revise to provide all material features of such
provision. In addition,
         revise to state that there is uncertainty as to whether a court would
enforce such provision.
Signatures, page 111

6.       Please revise the second half of your signature page to include the
signature of your
         principal executive officer, principal financial officer, and
principal accounting officer.
         To the extent that someone is signing in more than one capacity,
indicate each capacity in
         which such person is signing. Refer to Instruction 1 to Signatures on
Form 1-A.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

        You may contact Effie Simpson at 202-551-3346 or Melissa Raminpour at
202-551-
3379 if you have questions regarding comments on the financial statements and
related
matters. Please contact John Stickel at 202-551-3324 or John Dana Brown at
202-551-3859 with
any other questions.



FirstName LastNameScott Goldie                                 Sincerely,
Comapany NameGolden Seed, Inc.
                                                               Division of
Corporation Finance
October 10, 2019 Page 2                                        Office of
Finance
FirstName LastName