| BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION Organization and Description of Business CSA Holdings Inc. ("the Company," "our" or "we") was incorporated in Nevada in 2013 for the purpose of operating a yacht repair and maintenance business in the Russian Federation. Effective November 21, 2014, Uladzimir Astafurau, the Company's President, Treasurer, Secretary, sole director and the holder of approximately 77.5% of the Company's outstanding common stock sold 103,500,000 shares of the Company's common stock to George Furlan in exchange for Mr. Furlan's payment of $150,000 (the "Stock Purchase"). In addition, effective November 21, 2014, Mr. Astafurau agreed to release the Company and Mr. Furlan from any stockholder loan that was owed by the Company to Mr. Astafurau. In connection with the Stock Purchase, effective November 21, 2014, Mr. Astafurau resigned as the Company's President, Treasurer, Secretary and sole director. Effective November 21, 2014, the Board appointed Mr. Furlan as the Company's President, Secretary and sole director. Effective March 25, 2015 (the "Effective Date"), the Company entered into a merger and exchange agreement (the "Merger Agreement") with CSA Acquisition Subsidiary, LLC (the "Acquisition Subsidiary") and CSA LLC ("CSA"). The Merger Agreement was subsequently amended on June 30, 2015 (the "First Amendment") and August 17, 2015 (the "Second Amendment"). Pursuant to the terms and conditions of the Merger Agreement, the members who collectively own 100% of the issued and outstanding units of CSA immediately prior to the closing of the Merger agreed to exchange their units for an aggregate of 69,980,020 shares of our common stock. In addition, the Company agreed to complete the following conditions prior to the closing: 1. We shall have raised at least $1,100,000 via the sale of our preferred stock as contemplated in the Merger Agreement, 2. We shall effect a forward split of our common stock at a ratio of 1-to-13.8, 3. We shall have received the 2014 and 2013 CSA audited financial statements in form satisfactory to us, 4. The CSA members and certain of our stockholders shall have entered into a market stand-off agreement in a form satisfactory to us and to CSA, 5. We shall have amended our articles of incorporation to change our name to "CSA Holdings, Inc.", authorize 300,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share and designate 1,500,000 shares of Parent Preferred Stock as Series A Preferred Stock; 6. We shall have hired a Chief Operating Officer, 7. George Furlan, our Director and controlling shareholder shall have cancelled 7,485,508 shares of our common stock; 8. We shall have changed our fiscal year end to December 31st; 9. The parties shall have received the written consent of the CSA members authorizing the exchange of CSA units for shares of our common stock; and 10. CSA shall have completed the repurchase of 125,000 of its Units from certain of its members as provided for in the Merger Agreement.
The Merger closed as of September 4, 2015. See Note 7 - Subsequent Events. Presentation The balance sheets of the Company as of July 31, 2015 and 2014, the related consolidated statements of operations, cash flows and stockholders’ deficit for the years ended July 31, 2015 and 2014 (the financial statements) include all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the Company's financial position and results of operations. Principles of Consolidation The accompanying consolidated financial statements include the accounts and transactions of CSA Holdings Inc. and its subsidiary. CSA Acquisition, LLC was formed in contemplation of the merger with CSA which closed on September 4, 2015. See Note 7 - Subsequent Events. All intercompany transactions have been eliminated in consolidation. Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. The Company has an accumulated deficit of $120,695 as of July 31, 2015 and further losses are anticipated in the development of its business and has working capital and stockholders' deficits, which raises substantial doubt about its ability to continue as a going concern. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. We are currently seeking potential assets, property, or business to acquire. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. Development Stage Company The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders' equity and cash flows disclosed activity since the date of our incorporation as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies This summary of significant accounting policies of CSA Holdings Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Concentration of Risk The Company places its cash with established financial institutions. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments, if any purchased with an original maturity of three months or less to be cash equivalents. Financial Instruments The recorded amounts of financial instruments, including accounts payable and loan from shareholder approximate their market values as of July 31, 2015 due to the short term maturities of these financial instruments. Income Taxes The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations. The Company records interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of July 31, 2015 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions. The company also did not have any uncertain tax benefits during these years. The tax years 2014, 2013 and 2012 remain open to examination. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the years ended July 31, 2015 and 2014. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC 718," Compensation – Stock Compensation", when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options As of July 31, 2015 the Company has not issued any stock-based payments to its employees. Basic and Diluted Income (Loss) Per Share The Company computes loss per share in accordance with "ASC-260", "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potential dilutive debt or equity instruments were issued or outstanding during the years ended July 31, 2015 and 2014. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown. |
