Company Quick10K Filing
Quick10K
China Crawfish
10-K 2018-10-31 Annual: 2018-10-31
10-Q 2018-07-31 Quarter: 2018-07-31
10-Q 2018-04-30 Quarter: 2018-04-30
10-Q 2018-01-31 Quarter: 2018-01-31
10-K 2017-10-31 Annual: 2017-10-31
10-Q 2017-07-31 Quarter: 2017-07-31
10-Q 2017-04-30 Quarter: 2017-04-30
10-Q 2017-01-31 Quarter: 2017-01-31
10-K 2016-10-31 Annual: 2016-10-31
10-Q 2016-07-31 Quarter: 2016-07-31
10-Q 2016-04-30 Quarter: 2016-04-30
10-Q 2016-01-31 Quarter: 2016-01-31
10-K 2015-10-31 Annual: 2015-10-31
8-K 2018-02-08 Enter Agreement, Exhibits
8-K 2018-02-03 Enter Agreement, Sale of Shares
JWA Wiley John & Sons 2,508
HLAB Hash Labs 67
ELTP Elite Pharmaceuticals 50
TTCM Tautachrome 34
UCBB US-China Biomedical Technology 16
FUTL Futureland 0
INNO Innocap 0
SFOR Strikeforce Technologies 0
XREE X Rail Entertainment 0
MTII Monitronics International 0
CACA 2018-10-31
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 2. Description of Property
Item 3. Legal Proceeding
Item 4. Submission of Matters To A Vote of Security Holders
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Note 1 - Organization and Operations
Note 2 - Significant and Critical Accounting Policies and Practices
Note 3 - Going Concern
Note 4 - Stockholder's Equity
Note 5 - Related Party Transactions
Note 6 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A(T). Controls and Procedures
Part III
Item 10. Directors, Executive Officers, Promoters and Control Persons of The Company
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits
EX-31 ex31_1.htm
EX-31 ex31_2.htm
EX-32 ex32_1.htm
EX-32 ex32_2.htm

China Crawfish Earnings 2018-10-31

CACA 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 caca10k_10312018.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended October 31, 2018

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File No.  333-201403

 

 

CHINA CRAWFISH, LTD.
(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

4700

(Primary Standard Industrial

Classification Number)

EIN 30-0842831

(IRS Employer

Identification Number)

 

1900 Avenue of the Stars,

Los Angeles, CA 90067
310.843.9300

 (Address and telephone number of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [ X ]

As of October 31, 2018, the registrant had 80,434,500 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of October 31, 2018.

 

 

 1 
 

 

 

 

TABLE OF CONTENTS

 

 

  PART 1    
ITEM 1 Description of Business   3
ITEM 1A     Risk Factors   4
ITEM 2    Description of Property   4
ITEM 3    Legal Proceedings                                                4
ITEM 4 Submission of Matters to a Vote of Security Holders              4
  PART II    
ITEM  5    Market for Common Equity and Related Stockholder Matters         5
ITEM  6   Selected Financial Data                                          5
ITEM  7  Management's Discussion and Analysis of Financial Condition and Results of Operations   6
ITEM 7A       Quantitative and Qualitative Disclosures about Market Risk      7
ITEM 8 Financial Statements and Supplementary Data                     7
ITEM 9     Changes In and Disagreements with Accountants on Accounting and Financial Disclosure   24
ITEM 9A (T) Controls and Procedures   24
  PART III    
ITEM 10 Directors, Executive Officers, Promoters and Control Persons of the Company   25
ITEM 11 Executive Compensation   26
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   27
ITEM 13 Certain Relationships and Related Transactions   28
ITEM 14 Principal Accountant Fees and Services                          28
  PART IV    
ITEM 15 Exhibits   29

 

 

 

 

 2 
 

 

PART I

 

Item 1. Description of Business

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 GENERAL

We were incorporated in the State of Nevada on September 15, 2015.   China Crawfish, Ltd. was previously is an import company specializing in bringing wedding and evening dresses from Asia (specifically China) to be sold online to anyone in Latin America. We have recently initiated a new business line by entry into a Share Exchange Agreement (the "Share Exchange Agreement"), dated as of February 8, 2018, by and among the Company, Qian Jiang LiRong Biotechnology, Ltd, a corporation organized under the laws of the People's Republic of China ("Qian Biotech") and the shareholders of Qian Biotech (the "Shareholders"). Pursuant to the Share Exchange Agreement, at the closing thereof (the "Closing"), the Company agreed to exchange the outstanding shares of common stock of Qian Biotech held by the Shareholders for an aggregate of 20,836,900 shares of common stock of the Company, or approximately 27.32% of the issued and outstanding share of common stock of the Company after giving effect to such issuance..

 

The Share Exchange Agreement contemplates that the issuance of shares of our Common Stock to holders of Qian Biotech's equity interests in connection therewith will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements, and will be subject to further contractual restrictions on transfer as described in the Merger Agreement.

 

The Share Exchange Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company and Qian Biotech. The share agreement has not been consummated.

 

 

 3 
 

 

 

The Company’s anticipated new business line is centered around two major restaurant brands primarily focusing on crawfish, Princess Qiao and Li-Rong Home. There are currently 42 Princess Qiao fast food restaurants primarily located in Shanghai. Each is approximately 60-90 square meters, targeting younger customers. Li-Rong Home provides an exclusive dining experience bringing the feeling of home to its customers through unique crawfish products. There are currently 18 Li-Rong Home Restaurants primarily located in Beijing, Tianjin, Wuhan, and other capital cities. Each is approximately 500 square meters, targeting medium to high income individuals and families. Additionally, the company owns a 4,800-acre crawfish farming facility located in Jingzhou City. This facility produces approximately 4,200,000 pounds of crawfish annually for sale and distribution to both Princess Qiao and Li-Rong Home restaurants.

 

In addition, on September 27, 2017, Nelson Perez submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately.  In addition, Nelson Perez submitted his resignation as a member of the Board, which resignation is effective immediately.   On September 27, 2017, Lirong Chen was appointed as Chief Executive Officer, Chief Financial Officer, sole Director, and Richard Rappaport was appointed Secretary, each effective immediately.

 

On October 30, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Amended Articles") with the Secretary of State of the State of Nevada effecting (i) a change the name of the Company from Bella Costa Designs Inc. to China Crawfish, Ltd., (ii) a 10-for-1 forward split of the Corporation's outstanding common stock, increasing shares outstanding from 5,543,450 to 55,434,500, $0.0001 par value, and (iii) an increase of the number of authorized shares of common stock from 75,000,000 to 200,000,000 (collectively, the "Corporate Actions").  The Corporate Action and the Amended Articles became effective on October 30, 2017, following compliance with notification requirements of the Financial Industry Regulatory Authority.  The new CUSIP number for the Company's common stock is 16892C 100.

 

On February 2, 2018, 25,000,000 shares of common stock were sold to Bejing Yingze Jarchuang Technology for $150,000 or a per share price of $0.06 per share. On February 9, 2018, partial payment of $50,000 was received. On April 23, 2018, the remaining $100,000 was received.

 

As of October 31, 2018, the Company had a total of 80,434,500 shares of common stock outstanding.

 

 Employees and Employment Agreements

 

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

 

 

Item 1A. Risk Factors

 

Not applicable to smaller reporting companies.

 

 

Item 2. Description of Property

 

We do not own any real estate or other properties.

Item 3. Legal Proceeding

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

 4 
 

 

 

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

 

There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 

 As of October 31, 2018, no shares of our common stock have traded.

 

Number of Holders

 

As of October 31, 2018, the 80,434,500 issued and outstanding shares of common stock were held by a total of 17 shareholder of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended October 31, 2017 and 2018. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.  

 

Recent Sales of Unregistered Securities

 

None.

 

Purchase of our Equity Securities by Officers and Directors

 

None.

 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data

 

Not applicable.

 

 

 5 
 

 

 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

RESULTS OF OPERATIONS

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

FISCAL YEAR ENDED OCTOBER 31, 2017 COMPARED TO FISCAL YEAR ENDED OCTOBER 31, 2018.

Our net loss for the fiscal year ended October 31, 2017 was $6,777 compared to a net loss of $45,196 during the fiscal year ended October 31, 2018. During fiscal years ended October 31, 2017 and 2018, the Company has not generated any revenue.

 

Expenses incurred during the fiscal year ended October 31, 2017 compared to fiscal year ended October 31, 2018 increased primarily due to the increased scale and scope of business operations.  Professional fees generally include legal fees, auditor and accounting expenses.

 

The weighted average number of shares outstanding was 55,434,500 for the fiscal year ended October 31, 2017 and 74,064,637 for the fiscal year ended October 31, 2018.

 

LIQUIDITY AND CAPITAL RESOURCES

 

FISCAL YEAR ENDED OCTOBER 31, 2018 and 2017

 

As of October 31, 2018, our total assets were $121,446 comprised of cash and cash equivalents and our total liabilities were $14,143 comprised of advances from stockholder and accounts payable.

 

As of October 31, 2017, our total assets were $2,499 comprised of cash and cash equivalents and liabilities were zero. Stockholders’ equity increased from $2,499 as of October 31, 2017 to $107,303 as of October 31, 2018.

 

 

 6 
 

 

 

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the fiscal year ended October 31, 2018, net cash flows used in operating activities were ($37,553) consisting of a net loss of ($45,196) and an increase in accounts payable of $7,643.

 

Cash Flows from Financing Activities

 

We have not generated positive cash flows from operating activities. For the fiscal year ended October 31, 2018, net cash flows used in operating activities were ($37,553) consisting of a net loss of ($45,196) and an increase in accounts payable of $7,643.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. 

 

MATERIAL COMMITMENTS

 

As of the date of this Annual Report, we do not have any material commitments.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Annual Report, 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.

 

GOING CONCERN

 

The independent auditors' report accompanying our October 31, 2018 and October 31, 2017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

 

 7 
 

 

 

 

Item 8. Financial Statements and Supplementary Data

 

INDEX TO FINANCIAL STATEMENTS

CHINA CRAWFISH, LTD.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

 

    Page
     
Reports of Independent Registered Public Accounting Firms   9
     
Balance Sheets as of October 31, 2017 and 2015   10
   
Statements of Operations for the years ended October 31, 2017 and 2015   11
   
Statements of Stockholders’ Equity from September 15, 2015(Inception) through October 31, 2017   12
     
Statements of Cash Flows for the years ended October 31, 2017 and 2015   13
     
Notes to Financial Statements   14

 

 

 

 

 

 8 
 

 

 

 

 

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

China Crawfish Ltd.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheet of China Crawfish Ltd. as of October 31, 2018 and 2107 and the related statements of operations, changes in stockholder’s deficit and cash flows for the periods then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2018 and 2017 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #3 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2017.

 

Seattle, Washington

February 13, 2019

 

 

 

 

 

 9 
 

 

 

 

CHINA CRAWFISH, LTD.      
BALANCE SHEETS      
       
       
       
ASSETS  31-Oct-18  31-Oct-17
Current Assets          
Cash and cash equivalents  $121,446   $2,499 
           
Total Current Assets  $121,446   $2,499 
Total Assets  $121,446   $2,499 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Liabilities          
Current Liabilities          
Loan from director
  $6,500   $- 
Accounts Payable   7,643    - 
Total Liabilities  $14,143    - 
           
Commitments and contingencies          
           
Stockholders’ Equity          
Common stock, par value $0.001; 200,000,000 shares authorized, 80,434,500, and 55,434,500 shares issued and outstanding;   8,043    5,543 
Additional paid in Capital   175,542    28,042 
Accumulated deficit   -76,282    -31,086 
Total Stockholders’ Equity   107,303    2,499 
           
Total Liabilities and Stockholders’ Equity  $121,446   $2,499 

 

 

See accompanying notes to financial statements.

 

 

 10 
 

 

 

 

CHINA CRAWFISH, LTD.

STATEMENT OF OPERATIONS

 

 

   For the Year ended  For the  Year ended
   31-Oct-18  31-Oct-17
       
REVENUES  $-   $- 
           
OPERATING EXPENSES          
           
Professional Fees
   

30,693

    - 
Travel Expense   11,532    6,777 
General and Administrative Expenses   472    - 
           
TOTAL OPERATING EXPENSES   42,697    6,777 
           
NET LOSS FROM OPERATIONS   (42,697)   (6,777)
           
OTHER LOSS – Abandoned bank account   (2,499)   - 
           
NET LOSS  $(45,196)  ($(6,777)
           
NET LOSS PER SHARE: BASIC AND DILUTED  $0.00   $0.00 
           
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   

74,064,637

    55,434,500 

 

 

See accompanying notes to financial statements

 

 

 11 
 

 

  

 

CHINA CRAWFISH, LTD.

STATEMENT OF STOCKHOLDERS’ EQUITY

 

    Common Stock   Additional Paid in Capital   Accumulated Deficit   Total Stockholders’ Equity
    Shares   Amount            
                     
 Balance, October 31, 2016     45,000,000     $ 4,500     $ 0     $ (8,248 )   $ (3,748 )
                                         
 Shares issued for cash at $ 0.02 per     10,434,500       1,043       19,826               20,869  
share on April 22, 2016                                        
                                         
 Net loss                             (16,061 )     (16,061 )
                                         
 Balance, October 31, 2016     55,434,500       5,543       19,826       (24,309 )     1,060  
                                         
Loan Forgiveness September 27, 2017                      8,216               8,216  
                                         
 Net loss                             (6,777 )     (6,777 )
                                         
 Balance, October 31, 2017     55,434,500       5,543       28,042       (31,086 )     2,499  
                                         
Shares issued for cash at $0.006 per share on February 2, 2018     25,000,000       2,500       147,500               150,000  
                                         
 Net loss                             (45,196 )     (45,196 )
                                         
Balance, October 31, 2018     80,434,500     $ 8,043     $ 175,542     $ (76,282 )   $ 107,303  

 

 

 

 *Share amounts referenced are expressed after giving effect to a 10 for 1 stock split on October 31, 2017.

 

See accompanying notes to financial statements.

 

 

 12 
 

.

 

 

CHINA CRAWFISH, LTD.

STATEMENT OF CASH FLOWS

 

 

 

 

   For the Year ended October 31, 2018  For the Year ended October 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss for the period  $(45,196)  $(6,777)
Adjustments to reconcile net loss to net cash (used in) operating activities:          
Changes in assets and liabilities:          
Increase (decrease) in accounts payable   7,643    - 
CASH FLOWS USED IN OPERATING ACTIVITIES   (37,553)   (6,777)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
          
Loans from Related Parties Paid
Loans from Related Parties Received
Proceeds from sale of common stock
   

(20,000)

20,000

150,000

    

-

-

-

 
Director Loan   6,500    2,000 
CASH FLOWS USED IN FINANCING ACTIVITIES   156,500    2,000 
           
NET INCREASE (DECREASE) IN CASH   118,947    4,777 
Cash, beginning of period   2,499    7,276 
Cash, end of period  $121,446   $2,499 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Interest paid  $0   $0 
Income taxes paid  $0   $0 
           

 

 

 

 

 

 

See accompanying notes to financial statements.

 

 

 

 13 
 

 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

Note 1 - Organization and Operations

 

China Crawfish, Ltd.

 

Former: Bella Costa Designs Inc Now: China Crawfish, Ltd. (the “Company”) was incorporated on September 15, 2014 under the laws of the State of Nevada. The Company intends to implement its new business line centered around two major restaurant brands primarily focusing on crawfish. The address is 1900 Ave of the Stars, Los Angeles, CA 90067.

 

 

Note 2 - Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”)

 

Development Stage Company

 

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since Inception have been considered as part of the Company's development stage activities.

 

The Company has elected to adopt early application of Accounting Standards Update No. 2015-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

 

 

 14 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

Fiscal Year-End

 

The Company elected October 31 as its fiscal year ending date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:

 

(i)Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
(ii)Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

 

 

 15 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

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 and accounts payable approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

 

 16 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification 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.

 

Deferred Tax Assets and Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

 17 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax years that remain subject to examination by major tax jurisdictions

 

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

 

Earnings per Share

 

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no contingent shares issuance arrangements, stock options or warrants which were issuable and could have potential dilutive effect to the earnings per share for the period ended October 31, 2018.

 

 

 18 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

In June 2015, the FASB issued ASU No. 2015-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

 

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

 

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

 

 

 19 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

 

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2015, and interim periods therein.

 

Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

 

In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2015-15”).

 

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

 

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

 

 20 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

 

a.       Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

b.       Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c.       Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

 

a.       Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

b.       Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

c.       Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

 

Note 3 – Going Concern

 

The Company has elected to adopt early application of Accounting Standards Update No. 2015-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2015-15”).

 

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit at October 31, 2018, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

 21 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

Note 4 – Stockholder’s Equity

 

Shares Authorized

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Two Hundred Million (200,000,000) shares of Common Stock, par value $0.0001 per share.

 

Common Stock

 

Upon formation the Company sold 4,500,000 shares of common stock to the officer and director of the Company at $0.001 per share, or $4,500 for cash.

 

On April 22, 2016, the Company issued 10,434,500 shares of common stock to shareholders at $0.002 per share, or $20,869 for cash.

 

On September 27, 2017, Nelson Perez, our previous sole officer and director and majority shareholder, entered into stock purchase agreements (the "Purchase Agreements") for the sale of an aggregate of 4,500,000 shares of Common Stock of the Company, representing approximately 81% of the issued and outstanding shares of Common Stock of the Company as of such date, to eleven (11) non-U.S. accredited investors, including Mrs. Lirong Chen who acquired 1,610,965 shares, or approximately 29%, and two U.S. accredited investors, including WP Acquisition Company, LLC who acquired 1,513,035 shares, or approximately 27%. The Purchase Agreements were fully executed and delivered on September 27, 2017. The new shareholders other than Lirong Chen and WP Acquisition Company, LLC each acquired less than 4.5% of the outstanding shares. Consequently, although Lirong Chen and WP Acquisition Company, LLC are not part of an affiliated group, they are collectively now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

 

In connection with the sale by Nelson Perez, our previous sole officer and director and majority shareholder, of an aggregate of 4,500,000 shares of Common Stock of the Company, on September 27, 2017, Mr. Perez waived repayment of advances to the Company in the aggregate amount of $8,216, principal and accrued interest, made during the period from September 15, 2014 (inception) through October 31, 2016. The debt was reclassified as a capital contribution to additional contributed capital.

 

 22 
 

 

 

China Crawfish, Ltd.

October 31, 2018

Notes to the Financial Statements

 

 

 

In addition, on September 27, 2017, Nelson Perez submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately. In addition, Nelson Perez submitted his resignation as a member of the Board, which resignation is effective immediately. On September 27, 2017, Lirong Chen was appointed as Chief Executive Officer, Chief Financial Officer, sole Director, and Richard Rappaport was appointed Secretary, each effective immediately.

 

On October 30, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Amended Articles") with the Secretary of State of the State of Nevada effecting (i) a change the name of the Company from Bella Costa Designs Inc. to China Crawfish, Ltd., (ii) a 10-for-1 forward split of the Corporation's outstanding common stock, $0.0001 par value, and (iii) an increase of the number of authorized shares of common stock from 75,000,000 to 200,000,000 (collectively, the "Corporate Actions"). The Corporate Action and the Amended Articles became effective on October 30, 2017, following compliance with notification requirements of the Financial Industry Regulatory Authority. The new CUSIP number for the Company's common stock is 16892C 100.

 

As of October 31, 2017, the Company issued total of 55,434,500 shares of common stock.

 

On February 2, 2018, 25,000,000 shares of common stock were sold to Bejing Yingze Jarchuang Technology for $150,000 or a per share price of $0.06 per share. On February 9, 2018, partial payment of $50,000 was received. On April 23, 2018, the remaining $100,000 was received.

 

As of October 31, 2018, the Company had a total of 80,434,500 shares of common stock outstanding.

 

Note 5 – Related Party Transactions

 

From time to time, a related party advances funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

 

On January 10, 2018 WP Acquisitions loaned the company $6,500.

On March 9, 2018 the Company loaned KOKG $10,000. The loan was repaid on June 8, 2018.

On March 9, 2018 the Company loaned JSMM $10,000. The loan was repaid on July 2, 2018.

 

Note 6 – Subsequent Events

 

On December 11, 2018 the company paid Wei, Wei & Co, Ltd $30,000 for audit fees for a target merger partner, Wuyishan Xingchen Ecological Tourism Development Co, Ltd and $60,000 for audit fees for a target merger partner, Zhengzhou Feizhiyue Auto Sales Co, Ltd. The audits will start in January 2019 and run through May of 2019. If the mergers do not happen with the above companies, the above companies agree to repay the funds on the earlier of one year from December 11, 2018 or such a date that the companies effect an initial public offering of its common stock.

 

 23 
 

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A(T). Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2018 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2018, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

  1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

 

  1. We did not maintain appropriate cash controls – As of October 31, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

 

  1. We did not implement appropriate information technology controls – As at October 31, 2018, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO.

 

 

 24 
 

 

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of October 31, 2018, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

 

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

DIRECTORS AND EXECUTIVE OFFICERS

 

 

The name, address and position of our present officers and directors are set forth below:

Name and Address of Executive

   Officer and/or Director

  Age   Position
         

Lirong Chen

1900 Avenue of the Stars,

Los Angeles, CA 90067

  42  

President, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

 

         

Richard Rappaport

1900 Avenue of the Stars,

Los Angeles, CA 90067

  59   Secretary

 

 

 

Biographical Information and Background of officer and director

 

Lirong Chen has been our president since September 27, 2017. Mrs. Chen is an influential entrepreneur in the catering and food supply industry in Hubei, China since 1992. She is the chairman of the board of several entities, including Lirong Group., Beijing Longmai No. 1 Lirong Chain Restaurant Management Co., Ltd., Qianjiang Lirong Trade Co., Ltd., and Hubei Lirong Restaurant Management Co., Ltd. Mrs. Chen is a member of Hubei Women Entrepreneurs Association, the director of the Investment Association of China, the president of Qianjiang Women Entrepreneurs Association, and the president of Qianjiang Crayfish Catering Association.

 

 

 

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Mrs. Chen received a bachelor degree in computer science from Yangtze University at 1990.

 

Richard Rappaport has been our Secretary since September 27, 2017. Mr. Rappaport founded WestPark Capital in 1999 in Los Angeles, California. Prior to founding WestPark, Mr. Rappaport had over 32 years of extensive experience in the small cap investment banking and securities markets. Throughout his career he has completed the financings of hundreds of companies, both in the United States and around the world. Before founding WestPark Capital he was the Managing Director of Investment Banking at internationally based Global Capital Securities, and was Managing Director of Investment Banking at Joseph Charles & Associates from 1995 to 1999. At both firms he was in charge of the Investment Banking departments and responsible for all aspects of the firms' corporate finance activities.

 

From 1987 to 1995, Mr. Rappaport was Managing Director at a Beverly Hills based boutique Investment Bank. He was responsible for all aspects of the firm's public offerings, including new business development. During this period he completed over 100 public offerings and numerous private transactions.

 

Mr. Rappaport received his B.S. in Business Administration from the University of California at Berkeley, and his M.B.A. from the University of California at Los Angeles. At UCLA, Mr. Rappaport was a recipient of the Wittenberg-Livingston Fellowship and a member of the Beta Gamma Sigma Business Honorary Society.  

 

AUDIT COMMITTEE

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

SIGNIFICANT EMPLOYEES

 

We have no employees other than our sole director, Lirong Chen. We intend to hire employees on an as needed basis.

 

 

Item 11. Executive Compensation

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on September 15, 2015 until October 31, 2018.

 z

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Salary (US$) Bonus (US$) Stock Awards (US$) Option Awards (US$) Non-Equity Incentive Plan Compensation (US$) Nonqualified Deferred Compensation Earnings (US$) All Other Compensation (US$) Total (US$)
Lirong Chen

2018

 

2017

0

 

0

0

 

 0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

CEO, CFO 2016 0 0 0 0 0 0 0 0
Richard Rappaport

2018

2017

0

 0

0

 0

0

0

 0

0

0

 0

0

 0

0

 0

0

0

Secretary 2016 0 0 0 0 0 0 0 0

 

 

There are no current employment agreements between the company and its officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

 

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CHANGE OF CONTROL

 

As of October 31, 2018, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table provides certain information regarding the ownership of our common stock, as of October 31, 2018

and as of the date of the filing of this annual report by:

 

    each of our executive officers;
    each director;
    each person known to us to own more than 5% of our outstanding common stock; and
   

all of our executive officers and directors and as a group.

 

 

 

Title of Class  

Name and Address of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

  Percentage (1)  
               
Common Stock  

Lirong Chen

 

 

16,109,650 shares of common stock

 

   

29.06%

 

               
    Richard Rappaport   15,130,350 shares of common stock (2)     27.29%
                 

 

 

(1)The percent of class is based on 55,434,500 shares of common stock issued and outstanding as of the date of this annual report.
(2)Shares held through WP Acqusition Co. LLC, and affiliated entity.

 

 

Item 13. Certain Relationships and Related Transactions

 

During the year ended October 31, 2017, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

 

Item 14. Principal Accountant Fees and Services 

 

During fiscal year ended October 31, 2018, we incurred approximately $4,850 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the year ended October 31, 2018 and $7,250 for the period ended October 31, 2017.

 

 

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Item 15. Exhibits

 

The following exhibits are filed as part of this Annual Report.

 

 

Exhibits:

 

31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
   
31.2    Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
   
32.1    Certification   of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
     

 

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CHINA CRAWFISH, LTD.

 

Dated: March 27, 2019

By: /s/ Lirong Chen

 

 

Lirong Chen, President and

Chief Executive Officer and

Chief Financial Officer

 

 

 

 

 

 

 

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