SEC Info - Crayfish Co Ltd - 6-K - For 12/5/02

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Crayfish Co Ltd · 6-K · For 12/5/02 · EX-1

Filed On 12/5/02 8:47am ET · SEC File 0-30530 · Accession Number 1145549-2-450

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/05/02  Crayfish Co Ltd                   6-K        12/05/02    4:31                                     Bowne Int'l Asia/FA

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Crayfish Co., Ltd.                                     3     10K 
 2: EX-1        Notice of Convocation of the Ordinary G.M.            26     99K 
 3: EX-2        The Partial Correction of the Notice                   1      7K 
 4: EX-3        Report of Resignation Notice From Accountants          1      7K

EX-1 · Notice of Convocation of the Ordinary G.M.
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Notice of Convocation of the Ordinary General Meeting of Shareholders for the 7th fiscal Year 1. Progress and Results of Business Operations and Issues for the Future
1	1st Page
"	Notice of Convocation of the Ordinary General Meeting of Shareholders for the 7th fiscal Year
4	1. Progress and Results of Business Operations and Issues for the Future

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                                                                       Exhibit 1
 [English Translation]

(Note: This English translation of the "Notice of Convocation of the Ordinary   
General Meeting of Shareholders for the 7th fiscal Year" (the original document 
is written in the Japanese language) is provided solely for the convenience of  
overseas shareholders. This English translation may differ from the original    
Japanese document. In the case of any discrepancy between the Japanese original 
and this English translation, the Japanese original shall prevail.              

SAFE HARBOR                                                                     
This notice contains forward-looking statements based upon the Company's current
expectations, assumptions, estimates and projections about the Company's        
business and industry in light of the information currently available to it,    
including the statements below that "the company will continue to aim to achieve
positive results by further improving its financial conditions through cost     
reductions and operational improvements, strengthening marketing and providing  
services to address customer needs" and that the Company "will aim to promote an
efficient group management and share strategies among other companies in the    
[Hikari Tsushin] group." To the extent that statements in this notice do not    
relate strictly to historical or current facts, they may constitute             
forward-looking statements. These statements discuss future expectations,       
identify strategies, discuss market trends, contain projections of results of   
operations or of our financial condition, or state other forward-looking        
information. The Company's actual actions or results may differ materially from 
those discussed in any forward-looking statement as a result of known and       
unknown risks, uncertainties and other factors. Important risks and factors that
could cause the Company's actual results to differ materially from its          
expectations are generally discussed in the Company's annual report on its most 
recent form 20-F and other filings with the U.S. Securities and Exchange        
Commission.                                                                     

The Company undertakes no obligation to publicly update any forward-looking     
statement after the date of this notice, but investors are advised to consult   
any further disclosures by the Company in its subsequent filings pursuant to the
Securities Exchange Act of 1934.)                                               

                                                                December 5, 2002

To Shareholders:                                                                

Notice of Convocation of the

Ordinary General Meeting of Shareholders for the 7th fiscal year

Dear Sirs:                                                                      

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       You are hereby notified that the Ordinary General Meeting of Shareholders
of the Company for the 7th fiscal year will be held as stated below and you are 
respectfully requested to attend the meeting.                                   

     You are hereby also requested, in the event of your inability to attend
the aforesaid meeting, to study the Reference Document concerning Solicitation  
for Exercise of Voting Right by Proxy below, to indicate on the Proxy Form      
enclosed herewith your approval or disapproval of each of the items on the      
agenda and to return to us the said form after affixing thereto your seal.      

                   Yours faithfully,

                          16-13, Ikebukuro2-chome,
                   Toshima-ku, Tokyo
                    Crayfish Co., Ltd.
                     By: Kazuhiko Muraki
                                       Representative Director and President

 Particulars

1.    Date and Time: 10:00 a.m. on December 20, 2002 (Friday)                   

2.    Place: Meeting Room 12th Floor, Metropolitan Plaza OfficeTower, 11-1      
Nishi-Ikebukuro 1-chome, Toshima-ku, Tokyo                          

3.    Purposes of the Meeting:                                                  

Matters to be reported:                                             

        Matters concerning Report of Business Report, Balance Sheet and Income
      Statement for the 7th fiscal year (from October 1, 2001 to September
30, 2002).                                                    

Matters to be resolved:                                           

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First Item:                                                       
      Matter concerning Approval for Appropriation of Earnings for the 7th
fiscal year (from October 1, 2001 to September 30, 2002).     

Second Item:                                                      
Matter concerning Election of Three (3)Directors.             

                                                                         - End -

You are hereby requested that when you attend the meeting in person, please     
submit the enclosed Proxy Form to the receptionist at the place of the meeting. 

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(Attachment)                                                                    

 Business Report (7th fiscal year)

(From October 1, 2001 to September 30, 2002)

I.    Outline of Business                                                       

1.    Progress and Results of Business Operations and Issues for the Future     

(1) Review of overall business operations:                                

       The Japanese economy during the 7th fiscal year was still in down
turn, such as the decline of stock market, the skepticism toward
financial institutions, and unstable unemployment rate under the
      circumstances where the world economy was slow down in accordance with
        the deterioration of U.S. economy triggered by September 11th Terrorism.
       As for the internet industry, the industry infrastructure of constantly
      connected broadband services at relatively low price, such as ADSL and
       Optical Fiber was gradually becoming available and this trend is like a
   fair wind for hosting service companies like Crayfish. Although the
   hosting business is likely to grow, competition will be expected to
increase due to the low entrance barrier in the industry.       

      Under such conditions, the Company obtained its first profitable
     results on a quarterly basis since becoming a publicly traded company
        for 1Q FY2002 principally through restructuring its operations including
     optimizing staff allocation, reducing surplus facilities, withdrawing
       from non-profitable operations and reducing costs of certain outsourced
     operations based upon "Business Revival Plan" announced in July 2001.
        Although net sales fell due to a decline in the number of customers, the
       Company likewise posted net income for FY2002, reflecting the Company's
 ongoing measures to reduce costs, improve operations and optimize
resource allocation.                                            

      Net sales for FY2002 is 2,939 million yen, 44.9% lower than the previous
    fiscal year (5,337 million yen) due to the decrease in a number of
       customers. However, cost of sales sold for FY2002 is 630 million yen,
      77.8% lower than the previous fiscal year (2,840 million yen) due to
   the termination of server leasing contracts in July 2001, and the
         decline in a number of customers. Even though gross profit on sales for

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         FY2002 is 2,309 million yen, which shows a little changes in comparison
        to the previous year (2,496 million yen), ratio of gross profit to net
     sales for FY2002 is 78.6%, which shows improvement comparing to the
         previous fiscal year (46.8%) reflecting the reduction in cost of sales.
As mentioned above, due to the withdrawing from non-profitable
 operations and reducing costs of certain outsourced operations,
        selling, general and administrative expenses is 803 million yen, 82.0%
  lower than the previous year (4,462 million yen), reflecting the
         effects of the restructuring largely. As a result, operating profit for
FY2002 turns to positive results and reaches 1,505 million yen
        (operating deficit 1,966 million yen in the previous fiscal year), and
         ordinary profit for FY2002 is 1,445 million yen (ordinary deficit 2,094
  million yen in the previous fiscal year), likewise achieving the
        positive profits. As a result of the cancellation of lease and various
        contracts and sale and removal of surplus assets during 4Q FY2001, the
        Company posted extraordinary losses 7,631 million yen and recorded net
    loss 9,729 million yen in the previous year. However, there are no
    large extraordinary losses for FY2002 and the Company realized net
income 1,337 million yen.                                     

(2)   Future Issues                                                       

         For FY2002 the Company obtained net income for the first time since
  the Company's listing. The Company will continue to aim to achieve
      positive results by further improving its financial conditions through
     cost reductions and operational improvements, strengthening marketing
  and providing services to address customer needs. By utilizing the
     synergy effect with Hikari Tsushin (the Company's parent company) and
  its affiliates, the Company will aim to promote an efficient group
   management and share strategies among other companies in the group.

2.         Review of Capital Expenditures                                       

      Capital expenditures by the Company during the 7th fiscal year
totaled 36 million                                                              

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yen.                                                  

               The main increase in investment in building facilities consists
          of investment in works for interior finishing in connection with
            relocation of the head office, which amounts 6 million yen for the
  year. By improving efficiency of the existing facilities
             substantially, investment in building facilities fell by 38 million
       yen during the period and the year-end investment amount is 5
million yen.                                          

         The main component of the increased investment in furniture and
        fixtures consists of the purchase of servers, which amounts 30
         million yen. However, by depreciation and improving efficiency,
           investment in furniture and fixtures decreased by 125 million yen
      during the period, and the year-end investment amount is 171
million yen.                                          

3. Review of Financing                                                          

           The Company appropriated its own funds for capital investment and
other necessary payment for 7th fiscal year.                              

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4.Development of Operating Results and Asset                                    

                                                        [Enlarge/Download Table]

                    4th FY                 5th FY                  6th FY                  7th FY                
                    From October 1, 1998   From October 1, 1999    From October 1, 2000    From October 1, 2001  
                    to September 30, 1999  to September 30, 2000   to September 30, 2001   to September 30, 2002 
                    ---------------------  ---------------------   ---------------------   --------------------- 
                                                                                                                 
    Net sales                  1,137,942               6,822,669               5,337,048               2,939,808 
(in thousand yen)                                                                                                

 Ordinary income                                                                                                 
   or loss (in                  -387,037              -1,943,574              -2,094,256               1,445,845 
  thousand yen)                                                                                                  

  Net income or                                                                                                  
       loss                     -391,006              -1,954,432              -9,729,943               1,337,929 
(in thousand yen)                                                                                                

  Net income or                                                                                                  
  loss per share              -86,659.25             -208,963.14             -953,355.25              130,478.79 
     (in yen)                                                                                                    

   Total assets                6,243,007              25,563,597              15,624,971              16,934,376 
(in thousand yen)                                                                                                

    Net assets                 4,132,795              25,117,492              15,400,736              16,740,916 
(in thousand yen)                                                                                                

 Net asset value              497,627.40             2,465,883.85            1,502,657.50            1,632,623.01
per share (in yen)                                                                                               

Notes:  1.   Net income or loss per share is calculated based on the total      
            average number of shares in issue during the relevant year and net
       asset value per share is calculated on the basis of the total
       number of shares in issue as at the end of the relevant year.

      2.   The fourth fiscal year reported a sales of 1,137,942 thousand yen
            (up 309.8% over the previous year), owing to the drastic expansion
        of the DESKWING business driven by structural reinforcement of
      support business for backing up user companies, ascertaining
          accurate market needs and active planning and development of new
        internet services based on DESKWING. The fiscal year, however,
             reported net loss due to prior investments made on an ongoing basis
from the third fiscal year.                           

     3.   The fifth fiscal year reported a sales of 6,822,669 thousand yen
             (up 499.6% over the previous year) helped by DESKWING's achieving a
       leading share in the e-mail and WEB hosting markets. Like the
            previous year, the fiscal year, however, also reported an increase
        in net loss due to an active development and prior investment,
          which was made in order to maintain and expand DESKWING's market
share. In addition, due to the Company's listing on   

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             both Tokyo Stock Exchange MOTHERS market and NASDAQ National Market
   in March 2000, total assets and net assets were increased
         tremendously in comparison to the previous year, reflecting the
capital increase of 22,937,817 thousand yen.          

     4.   The sixth fiscal year reported a sales of 5,337,048 thousand yen
             (down 21.8 % comparing to the previous year) mainly attributable to
            a decline in a number of DESKWING customers and long-term discount
          campaign. Although the Company announced "Business Revival Plan"
      and obtained positive outcomes by earnestly implementing the
        reduction of costs, the Company had ordinary loss of 2,094,256
   thousand yen mainly due to the increase in prior period's
           employment costs, commission fees and the expansion of the office
            space. The Company had an extraordinary loss of 7,631,886 thousand
           yen mainly due to the cancellation of lease and various contracts
      and the implementation of restructuring, such as sale of and
      removal of the surplus assets. As a result of aforementioned
          factors, the Company had net loss of 9,729,943 thousand yen. The
         entire deficit recorded in the statutory book was eliminated by
             using 12,071,575 thousand yen of additional paid-in capital and 180
          thousand yen of legal reserve, pursuant to the resolution of the
             ordinary general meeting of shareholders held on December 20, 2001.

5.   The review of the seventh (this) fiscal year is previously 
          discussed in "1. Progress and Results of Business Operations and
Issues for the Future".                               

II.     Overview (as of September 30, 2002)                                     

1.     Main business lines                                                    

         The Company's main business DESKWING is hosting business in which
the                                                           

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        Company leases a part of the capacities of servers and thereby
     undertakes maintaining and administering servers, which are
        expensive and difficult for small and medium-sized enterprises
           ("SME's"). A customer of DESKWING service does not need to buy an
     expensive server, to do an installation work, and to hire a
         technical person who maintains and administers the server. As a
       result, the customer will be able to use at low cost the high
         quality internet services, including email with original domain
            extension and original web site. Our target customers are SME's in
             Japan. The Company contributes to promotion of IT and efficiency in
           the customers' business through responding to SME's various needs
 for IT and offering high quality products and services.

2.     Principal Office:                                                      

Head Office: 2-1, Ikebukuro 2-chome, Toshima-ku, Tokyo        

  (Please note that the head office was relocated to the following
       address as of October 21, 2002: 16-13, Ikebukuro 2-chome, Toshima-ku,
Tokyo)                                                        

3.     Information of Shares:                                                 

 (1)   Total number of shares authorized to be issued by the Company: 40,996
shares                                                        

(2)   Total number of shares outstanding: 10,258 shares (an increase of 9 
shares comparing to the previous year)                        

                 Increase in the number of shares issued during the fiscal year:

                                                                [Download Table]

Classification                                          Number of shares issued
                                                                               
Capital increase through exercise of stock options                     9 shares

 (3)   Number of shareholders: 211 (a decrease of 97 from the previous year)

(4)   Major shareholders (Top seven holders)                              

                                                        [Enlarge/Download Table]

   Name of Shareholder               Investment in the Company    Investment by the Company
                                                                    In major shareholder   

                                   Shareholdings         Ratio  Shareholdings      Ratio   
                                   -------------         -----  -------------      -----   
                                                                                           
Hikari Tsushin, Inc.               6,869 shares          66.9%     -- Share          -- %  
SNFE Mac Japan Active Shareholder  1,571 shares          15.3      --                --    
Fund, L.P.                                                                                 
Hikari Tsushin Partners, L.P.                                                              
General Partner Hikari Tsushin       600 shares           5.8      --                --    
Capital, Inc.                                                                              

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                                                                [Download Table]

                                                           
Hero and Company                    449 shares  4.3  --  --
Nikko Salomon Smith Barney Limited  118 shares  1.1  --  --
Mizuho Capital Co., Limited          66 shares  0.6  --  --
Goldman Sachs and Company Regular    46 shares  0.4  --  --
Account                                                    

Note: The shares which are deposited for issuance of American depositary        
receipts ("ADR") are registered in the name of Hero and Company in the          
shareholders' register. Pursuant to the resolution at the Board of Directors    
meeting held on October 25, 2000, the ratio of ADS and the par value share of   
common stock of the Company was changed from "1 ADS=0.0002 share" to "1ADS=0.002
share" effective as of November 21, 2000.                                       

4.         Information of Corporate Affiliation                                 

(1)     Relationship with the parent company: The parent company, Hikari  
      Tsushin, Inc. holds 66.9% (6,869 shares) of the total issued and
      outstanding shares of the Company. At the end of September 2002,
      there are no major business transactions between the Company and
Hikari Tsushin.                                           

(2)     Information of important subsidiaries: There exists no matter     
applicable.                                               

(3)     Information of important affiliate companies:                     

           The Company undertaken steps to reduce its influence in Intranets
           K.K. and accordingly, from this fiscal year, Intranets K. K. will
             no longer be included as a consolidated subsidiary in the Company's
        consolidated financial results under Japan GAAP. Prior to this
       year, Intranets K.K. had been the Company's only consolidated
subsidiary.                                           

(4)     Progress and results of corporate affiliation                     

i) Progress of corporate affiliation:                     

                The Company became a consolidated subsidiary of Hikari
              Tsushin because the new directors from Hikari Tsushin were
                elected at the Extraordinary General Meeting of Shareholders
              of the Company on June 20, 2001 (Hikari Tsushin group held
                 46.7% of the shares of the Company as at June 20, 2001) based
               on the proposal by Hikari Tsushin. By way of a tender offer
bid, Hikari                                 
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              Tsushin's shareholding ratio increased to 67.0% on September
               26, 2001 (the data as of September 30, 2001). As of September
      30, 2002, Hikari Tsushin has 66.9% of the issued and
outstanding shares of the Company.            

ii)     Results of corporate affiliation:                     

There exists no matter applicable     

5.      Information of main lenders: There exists no matter applicable.         

6.      Information of Employees                                                

                                                                [Download Table]

                           Increase over or                               
                          Decrease from the                Average service
        Sex       Number   Previous year     Average age  duration        
                                                                          
      Male           34              -19            30.3        1.6 years 
     Female           9              -12            26.8        0.9 years 
Total or average     43              -31            29.6        1.4 years 

Note:  In addition, there were 16 (of which, 6 Haken) temporary                 
employees.                                                        

7.         Directors and Auditors                                               

                                                        [Enlarge/Download Table]

                                                        (As of September 30, 2002)                     

                 Position                    Name            Business in charge or Profession          
                                                                                                       
Representative Director and President  Kazuhiko Muraki                                                 
Director                               Fumio             Chief Financial Officer                       
                                       Komatsubara                                                     
Director                               Masaaki                                                         
                                       Shimamura                                                       

Standing Corporate Auditor             Kazuhiko Yabe                                                   
Corporate Auditor                      Jyunji Tsuge      Chief of the Management Planning Department of
                                                         IE Group, Inc.                                
Corporate Auditor                      Shunji Harane     Japan Certified Public Accountant             
Corporate Auditor                      Koichi Kawai      Licensed Tax Accountant                       

Notes: 1.  Changes of Directors during the fiscal year:                         

                At the board of directors meeting held on November 15, 2001,
          Director Mr. Shenqiu Liu was elected as Representative
              Director and President, and accordingly Mr. Koji Yamamoto,
           Representative Director and President, became Director.
               Messrs. Shinya Kinoshita and Amane Horiuchi were elected as
      Directors at the sixth ordinary general meeting of
           shareholders held on December 20, 2001. Messrs. Takeshi
Tamamura, Koh Gidoh and Tatsuya             

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        Nakamura retired from the office of Directors due to
               expiration of the terms of office at the close of the sixth
                 ordinary general meeting of shareholders held on December 20,
                  2001. At the board of directors meeting held on April 1, 2002,
             Director Mr. Amane Horiuchi was elected as Representative
              Director and President and Mr. Shenqiu Liu, Representative
                 Director and President, resigned from the office of Director.
                At the extraordinary general meeting of shareholders held on
                 June 28, 2002, Messrs. Kazuhiko Muraki, Fumio Komatsubara and
                Masaaki Shimamura were elected as Directors. At the board of
             directors meeting held on June 28, 2002, Messrs. Kazuhiko
               Muraki and Fumio Komatsubara were elected as Representative
        Director and President, and Chief Financial Officer,
               respectively. Messrs. Amane Horiuchi, Shinya Kinoshita, and
             Koji Yamamoto retired from the office of Directors due to
         expiration of the terms of office at the close of the
                  extraordinary general meeting of shareholders held on June 28,
2002.                                       

2.  Changes of Corporate Auditors during the fiscal year: 

             Mr. Shunji Harane was elected as Corporate Auditor at the
          sixth ordinary general meeting of shareholders held on
                December 20, 2001. Mr. Jyunnosuke Kogure, Corporate Auditor,
           resigned from office at the close of the sixth ordinary
                  general meeting of shareholders held on December 20, 2001. Mr.
        Koichi Kawai was elected as Corporate Auditor at the
                  extraordinary general meeting of shareholders held on June 28,
               2002. Mr. Satoshi Suga resigned from office at the close of
                  the extraordinary general meeting of shareholders held on June
28, 2002.                                   

         3.  Of the corporate auditors, Messrs. Kazuhiko Yabe, Koichi Kawai,
               Jyunji Tsuge and Shunji Harane are outside auditors as stipulated
           in paragraph 1 of Article 18 of the Law for Exceptions to the
         Commercial Code concerning Audit, etc. of Kabushiki Kaisha.

Note:          The amounts stated in this Business Report are indicated by      
discarding the fractions                          

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less than the indicated digit, if any.                                          

                                   BALANCE SHEET

                                      As of September 30, 2002

                                                        [Enlarge/Download Table]

                                                                  (In thousands of yen)
           Item               Amount                       Item                 Amount 
     (ASSETS)                                 (LIABILITIES)                            
                                                                                       
CURRENT ASSETS:              16,709,279  CURRENT LIABILITIES:                  193,460 
Cash and time deposit        16,411,288  Account Payable-trade                  48,925 
Accounts receivable - trade      22,898  Account payable - other                34,345 

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                                                        [Enlarge/Download Table]

                                                                                                   
Securities                                200,787   Income taxes payable                     3,653 
Supplies                                       43   Advance received                           827 
Advance payments                            7,336   Deposits received                          946 
Prepaid expenses                           12,956   Stock purchase warrant                   8,437 
Account receivable - other                          Consumption tax payable etc.            88,818 
                                           62,082                                                  
Other current assets                        1,915   Accrued bonus                            7,014 
Allowance for doubtful accounts          - 10,028   Other current liabilities                  491 

FIX ASSETS:                               225,096            TOTAL LIABILITIES             193,460 

TANGIBLE FIXED ASSETS:                    176,819     (STOCKHOLDERS' EQUITY)                       
Buildings                                   5,670     COMMON STOCK                       8,060,325 
Tools, furniture and fixtures             171,149     LEGAL RESERVES:                    7,342,661 

INTANGIBLE FIXED ASSETS:                   18,894       Additional paid - in capital     7,342,661 
Telephone subscription right                2,867     PROFIT                             1,337,929 
Software                                   16,027         Appropriation of earnings      1,337,929 

INVESTMENTS:                               29,382         (Of which, net income)        (1,337,929)
Investment in securities                        1                                                  
Receivables under bankruptcy or under     260,844                                                  
reorganization                                                                                     
Guaranty deposits                          29,381                                                  
Allowance for doubtful accounts          -260,844     TOTAL STOCKHOLDERS' EQUITY        16,740,916 

    TOTAL ASSETS                       16,934,376  TOTAL LIABILITIES AND STOCKHOLDERS'  16,934,376 
                                                   EQUITY :                                        

INCOME STATEMENT

FROM:OCTOBER 1, 2001 TO: SEPTEMBER 30,2002                        

OPERATING ORDINARY INCOME                            NON-OPERATING INCOME     
AND EXPENSES:                                      AND EXPENSES:  

 ORDINARY INCOME AND EXPENSES:
                                                           (In thousands of yen)

                                                                [Download Table]

        Item         Amount           

                                      
OPERATING INCOME:                     
   Net sales                 2,939,808
OPERATING EXPENSES:                   

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                                                                [Download Table]

                                                                             
                       Cost of sales                                  630,264
                       Selling, general and administrative            803,594
                       expenses                                              

                    Operating Profit                                1,505,949

                    NON-OPERATING INCOME:                                    
                       Interest income                       2,682           
                       Interest on loans                         5           
                       Miscellaneous income                    399      3,088
                    NON-OPERATING EXPENSES:                                  
                       Litigation related expenses          23,844           
                       Exchange loss                         3,356           
                       Miscellaneous expenses               35,991     63,192
               Ordinary Profit                                      1,445,845

EXTRAORDINARY INCOME AND LOSES                                               

                     Extraordinary Income                                    
                       Gain on sale of property and            956           
                       equipment                                             
                       Gain on sale of investment in         9,975           
                       securities                                            
                       Gain on retirement of securities     74,676     85,607

                    Extaordinary Losses                                      
                       Loss on sale of property and          2,366           
                       equipment                                             
                       Losses on disposal of property and   73,884           
                       equipment                                             
                       Loss on retirement of securities     42,656           
                       Losses on cancellation of contracts  67,106           
                       Miscellaneous losses                  3,711    189,724

          INCOME BEFORE INCOME TAXES                                1,341,729
          INCOME TAXES, INHABITANT TAXES AND                            3,800
          ENTERPRISE TAXES                                                   
          NET INCOME                                                1,337,929
RETAINED EARNINGS                                                   1,337,929

(Notes)                                                                         

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(Significant Accounting Policies)                                               

    1.  Basis and method of valuation of marketable securities and other
investments                                             
Other securities                            
                   with no market quotation: Stated at cost as determined by
the average method                

2.   Basis and method of inventory valuation                      
Supplies: the last cost method  

3.   Depreciation and amortization of fixed assets                

(1)  Tangible fixed assets:                         
The declining balance method    
                      The estimated useful life and residual value are based
                  upon the same criteria stipulated in the Corporate
income tax law.                 

(2)  Intangible fixed assets:                       
                        Software used for the Company's operation is depreciated
                     by the straight-line method over the estimated useful
life of 5 years.                

4.   Basis of Allowances:                                         

(1)  Allowance for doubtful accounts                  
                      The allowance for doubtful accounts is maintained at a
                    level that is adequate to provide for the amount for
                       losses calculated by applying a percentage based on the
                    past experience to general accounts receivable, plus
                       individually estimated uncollectible amount to doubtful
accounts.                       

(2)  Accrued bonus                                      

               Accrued bonus is provided for the payment of employees' bonus
                        based on estimated amounts of future payments attributed
to the current period.          

(Additional information)                          
      Due to the amendment of the regulation of employee
                       compensations, it was unable to determine the amount of
                 unpaid bonus at the end of this fiscal year. As a
                      result, amount of unpaid bonus for the current year is
                       recorded. The amount of unpaid bonus at the end of last
                   fiscal year included in account payable - other was
19,804 thousand yen.            

5.   Accounting for lease transactions                          
                      Finance leases, except for those in which ownership is
                     deemed to be transferred to the lessee, are accounted
     for as operating leases, that is, the

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rental of property.             

6.   Accounting method of consumption taxes, etc.               
                  Consumption taxes, etc. are excluded from transaction amounts.

Notes of Balance Sheet                                                          

       1.  Short-term, and long-term receivable from the controlling shareholder
     are 12,900 thousand yen, and 18,073 thousand yen, respectively;
         short-term liabilities owed to the controlling shareholder is 4,750
thousand yen.                                             

       2.  Accumulated depreciation of tangible fixed assets is 227,058 thousand
yen.                                                      

       3.  The remaining balance of unexercised stock purchase warrant, which is
    stipulated as subscription right warrant in the paragraph 2 of
       Article 19 of Enforcement of the Law for Partial Amendment to the
    Commercial Code concerning accompanied with the Maintenance of
Related Law is as follows:                                

The 3rd unsecured bonds (with stock warrants) (Issuance on September 27, 1999)  

                                                        [Enlarge/Download Table]

                                              At the end of Fiscal Year 2002                       
                                               (As of September 30, 2002)                          

                                                                                                   
Balance of bonds with stock warrants          1,687,500 thousand yen                               

Issuance price upon exercise of stock         Issuance price: 2,500,000 yen and the amount         
purchase warrant transferred to Common Stock  The amount transferred to Common stock: 1,250,000 yen

Type of shares                                Common Stock                                         

 4.  Details of stock purchase warrants provided in previous Article
280-19 of the Commercial Code is as follows:              

Extraordinary Meeting of Shareholders held on May 31, 2000                      

                                                        [Enlarge/Download Table]

                                                            At the end of Fiscal Year 2002
                                                              (As of September 30, 2002)  
                                                                                          
Type of shares for the purpose of subscription right             Common stock             
Total number of shares for the purpose of                        9 shares                 
subscription right                                                                        
Amount to be paid upon the exercise of subscription  right       3,776,250 yen            

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                                                        [Enlarge/Download Table]

                                                                                         
Exercise period of subscription right                 *                                  

Issuance price and the mount to be transferred to     Issuance price: 3,776,250yen       
Common Stock exercised by subscription right          The amount to be transferred to    
                                                      common stock: 1,888,125yen         

Condition to exercise subscription right              Employee of the Company            

Matters regarding transfer the right of subscription  Transfer or pledge, etc of         
right                                                 subscription right to a third party
                                                      is not allowed.                    

* The exercise period of a person who granted more than 10 shares is between    
July 5, 2000 and July 4, 2007; the exercise period of a person who granted below
10 shares is between June 1, 2002 and July 31, 2007.                            

Ordinary Meeting of Shareholders for the 5th fiscal year held on December 26,   
2000                                                                            

                                                        [Enlarge/Download Table]

                                                           At the end of Fiscal Year 2002
                                                              (As of September 30, 2002) 
                                                                                         
Type of shares for the purpose of subscription right     Common stock                    

Total number  of shares for the purpose of subscription  11 shares                       
right                                                                                    

Amount to be paid at                                                                     
the exercise of subscription right                       400,000 yen                     

Exercise period of subscription right From               December 27, 2002 to            
                                                         December 26, 2007               

Issueance price and the mount to be transferred to       Issueance price: 400,000yen     
Common Stock exercised by subscription right             The amount to be built in common
                                                         stock: 200,000yen               

Condition to exercise subscription right                 Employee of the Company         

Matters regarding transfer of subscription right         Transfer or pledge etc of       
                                                         subscription right to a third   
                                                         party is not allowed.           

5.  Net income per share is 130,478.79 yen                        

    6.  Any portion of an amount less than the unit stated is disregarded.

Notes of Statement of Income                                                    
Transactions with controlling shareholders are as follows:                  

                                                                [Download Table]

                                                               
Sales                                       3,882  thousand yen
Other operating expenses                    78,266 thousand yen
Other income                                9,027  thousand yen

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 APPROPRIATION OF EARNINGS

                                                           (In thousands of yen)

                                                                [Download Table]

                             Item                           Amount  
                             ----                           ------  
                                                                    
Retained earnings at the end of the fiscal year            1,337,929

                              Proposed as follows:                  

Retained earnings carried forward to the next fiscal year  1,337,929


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AUDIT REPORT

                                                               November 21, 2002

To:    Mr. Kazuhiko Muraki                                                  

Representative Director and President                         

Crayfish Co., Ltd.                                            

                                 BDO Sanyu & Co.

                                  Jun Sugita
                                                  Representative Partner and
                                          Engagement Partner
                                                   Certified Public Accountant

                                        Yoshinori Kawano
                                                  Representative Partner and
                                          Engagement Partner
                                                   Certified Public Accountant

                               Nakachi & Co.

                                     Kazuhiro Ando
                                                   Representative Director and
                                          Engagement Partner
                                                   Certified Public Accountant

                                   Taku Hirata
                                                  Representative Partner and
                                          Engagement Partner
                                                   Certified Public Accountant

     We have audited the balance sheet, the statement of income, the
business report (limited to matters concerning accounting), the proposal of     
appropriation of earnings, and the schedules related to the financial statements
(limited to matters concerning accounting) of Crayfish Co., Ltd. for the 7th    
fiscal year from October 1, 2001 to September 30, 2002 for the purpose of       
reporting under the provisions of Article 2 of the Law for Exceptions to the    
Commercial Code concerning Audit, etc. of Kabushiki Kaisha. With respect to the 
aforementioned business report and the schedules related to the financial       
statements, our audit was limited to those matters based on the accounting      
records of the Company.                                                         

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      Because we were appointed as the Independent Auditors in the 6th
fiscal year, matters within the Business Report which relate to accounting in   
the 5th and preceding fiscal years are based on the statements audited by the   
former Independent Auditors.                                                    

       Our audit was made in accordance with generally accepted auditing
standards and, accordingly, included the auditing procedures normally considered
necessary.                                                                      

From the Audit, our opinion is as follows.                    

(1)      the balance sheet and the income statement present fairly the status of
        assets and earnings of the Company in conformity with laws, ordinances
and the Articles of Incorporation of the Company,             

(2)      the business report, limited to information concerning accounting data 
         after the 6th fiscal year, presents fairly the status of the Company in
       conformity with laws, ordinances and the Articles of Incorporation of
the Company,                                                  

(3)      the proposal of appropriation of earning has been prepared in          
       conformity with laws, ordinances and the Articles of Incorporation of
the Company, and                                              

(4)      the schedules related to the financial statements, as far as the       
     accounting data included in such schedules are concerned, have been
    prepared in conformity with the provisions of the Commercial Code.

       The audit corporations or these engagement partners have no financial
interest in the Company required to be stated by the provisions of the Certified
Public Accountant Law.                                                          

                                                                         - End -

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AUDIT REPORT

                                                               November 28, 2002

To:    Mr. Kazuhiko Muraki                                                  

Representative Director and President                         

Crayfish Co., Ltd.                                            

                                            The Board of Corporate Auditors of
                             Crayfish, Co., Ltd.

                       Kazuhiko Yabe
                                    Standing Corporate Auditor

                      Koichi Kawai
                           Corporate Auditor

                      Jyunji Tsuge
                           Corporate Auditor

                       Shunji Harane
                           Corporate Auditor

     This Board of Corporate Auditors prepared and report upon the following
audit report regarding the performance of duties of the Directors of the Company
during the 7th fiscal year from October 1, 2001 to September 30, 2002, upon     
deliberation, based on the reports from each Corporate Auditor regarding the    
method and the result of audit.                                                 

1.     Scope of Audit                                                           

       Each Corporate Auditor, subject to the audit policy, scheme and allotment
set up by the Board of Corporate Auditors, has attended meetings of the Board of
Directors and other meetings as deemed important, received from Directors and   
other officers reports on the business, perused the documents whereby the       
important decisions were made, examined business and financial conditions at the
head office and main offices and received from subsidiaries reports on the      
business as necessary. In addition, we received from the Independent Auditors   
reports on audit and examined the accounting statements and attached schedules. 

 In addition to the method of audit mentioned above, with respect to
transactions between Directors acting on their own behalf and the companies     
which businesses are competitive to the Company, transactions between Directors 
and the Company in which                                                        

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interests in both parties are contradictory, provision, free of charge, of      
profits conducted by the Company, transactions not in the ordinary course of    
business between its shareholders and the Company or between the subsidiary and 
the Company and acquisition and disposition by the Company of the shares of the 
Company, we received reports from the Directors as necessary, and we examined   
the circumstances of such transactions in detail.                               

2.       Result of Audit                                                        

(1)      We confirm that the method and the result of audit made by BDO Sanyu & 
       Co., Independent Auditor, and Nakachi & Co., Independent Auditor, are
fair.                                                         

(2)      We confirm that the business report is presented in conformity with the
       relevant laws and ordinances as well as the Articles of Incorporation
  of the Company, and presents fairly the position of the Company.

(3)      We confirm that the appropriation of earning is acceptable in          
consideration of the status of the Company's assets and other 
circumstances and there is nothing to be pointed out.         

(4)      We confirm that the schedules related to the financial statements      
    present fairly the matters to be stated and there is nothing to be
pointed out.                                                  

(5)      We confirm that there is nothing to be pointed out concerning illegal  
        acts or facts which are in violation of the laws and ordinances or the
     Articles of Incorporation in the course of the performance of their
         duties (including duties concerning the subsidiaries) by the Directors.
       We confirm that there is no illegal acts of Directors with respect to
         transactions between Directors acting on their behalf and the companies
       which businesses are competitive to the Company, transactions between
  Directors and the Company in which interests in both parties are
       contradictory, the provision, free of charge, of profits conducted by
  the Company, transactions not in the ordinary course of business
        between its shareholders and the Company or between the subsidiary and
   the Company and acquisition and disposition by the Company of the
shares of the Company.                                        

   (Note) Of the auditors, Messrs. Kazuhiko Yabe (Standing Corporate
Auditor), Mr. Koichi Kawai ( Corporate Auditor), Jyunji Tsuge 
        (Corporate Auditor) and Shunji Harane (Corporate Auditor), are outside
    auditors as stipulated in paragraph 1 of Article 18 of the Law for
       Exceptions to the Commercial Code concerning Audit, etc. of Kabushiki
Kaisha.                                                       

                                                                         - End -

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REFERENCE DOCUMENT CONCERNING SOLICITATION FOR EXERCISE OF VOTING RIGHT BY PROXY

1.       Person who solicits for exercise of voting right by proxy:             

Crayfish Co., Ltd.                                            
Kazuhiko Muraki                                               
Representative Director and President                         

2.       Total number of shares voting rights by shareholders:                  

10,258                                                        

3.       Reference matters concerning items of business:                        

      First Item: Matter concerning Approval for Appropriation of Earnings
       for the 7th fiscal year (from October 1, 2001 to September 30, 2002).

    The substance of the Item is as described in the Attached Document
(page 19).                                                    

    The Company obtained net income on annual basis for the first time
         since the Company's listing. However, the Company would like to propose
  not to distribute it as dividends because the Company intends to
         distribute dividends from the time it is expected that the Company will
   continue to obtain stable profits stably while competition in the
internet industry is increasing.                              

       The Company will earnestly work on attaining profits continuously and
make efforts to meet the expectation of the shareholders.     

      This Business Report, Balance Sheet and Income Statement for the 7th
    fiscal year are as described in the Attached Document (page 3-18).

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 Second Item: Matter concerning Election of Three (3) Directors.

 Since the terms of office of all of the three Directors will be
       fulfilled at the close of this general meeting of shareholders, it is
proposed that three Directors be elected.                     

The candidates for the Directors are as follows:              

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------
                                                   Class and                                                           
                                                   number of                                                           
                                                   shares of                                                  Interests
  Name (Birth                                     the Company                                                  with the
     Date)            Address     Principal job      owned                   Brief history                     Company 
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
                                                               April 1995 - joined Asahi Corporation.                  
                                                               September 1996 - joined Hikari Tsushin, Inc.            
                                                                             and assigned to Mobile                    
                                                                             Communication Dept. Kanto Div.            
                                                               September 1998 - became General Manager of              
                                                                             Domestic Mobile Communication             
                                                                             Agency Sales Dept., Hikari                
                                                                             Tsushin, Inc.                             
                                                               July 1999 - became General Manager of Media             
                                                                             Dept., Hikari Tsushin, Inc.               
                                                               December 1999 - became General Manager of               
                                                                             Business Development Dept.,               
                                                                             Hikari Tsushin, Inc.                      
                      22-1,                                    May 2000 - became General Manager of Mobile             
                    Nihonbashi                                               Business Sales Dept., Hikari              
    Kazuhiko        Kakigara-     Representative                             Tsushin, Inc.                             
     Muraki            cho         Director and       None     September 2000 - became General Manager of       None   
    (January         1-chome,      President of                              Mobile Business Headquarters,             
   15, 1977)         Chuo-ku,       the Company                              Hikari Tsushin, Inc.                      
                      Tokyo                                    September 2001 - became Representative                  
                                                                             Director of Business Partner,             
                                                                             Inc.                                      
                                                               November 2001 - became Vice President of                
                                                                             Five Any, Inc. (to present)               
                                                               November 2001 - became Director of First                
                                                                             Charge, Inc. (to present)                 
                                                               April 2002 - became Director of Business                
                                                                             Partner, Inc.                             
                                                               May 2002 - became Representative Director               
                                                                             and President of GIAO Co.,                
                                                                             Ltd. (to present)                         
                                                               June 2002 -  became Representative Director             
                                                                             and President of Crayfish Co.,            
                                                                             Ltd. (to present)                         
-----------------------------------------------------------------------------------------------------------------------
                                                               April 1989 - joined Daiwa Securities Co.,               
                      53-3,                                                 Ltd.                                       
     Fumio          Yayoi-cho                                  March 1996 - joined Interwave, Inc.                     
  Komatsubara        2-chome,       Director of                January 1999 - joined Hikari Tsushin, Inc.              
(June 19, 1966)     Nakano-ku,      the Company       None     May 2000 - became General Manager of Agency      None   
                      Tokyo                                                  Strategy Dept., Hikari                    
                                                                             Tsushin, Inc.                             
-----------------------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]
                                                                                                                       
-----------------------------------------------------------------------------------------------------------------------
                                                               September 2000 - became General Manager of              
                                                                             Affiliate Business Financial              
                                                                             Headquarters, Hikari                      
                                                                             Tsushin, Inc.                             
                                                               September 2001  - became General Manager of             
                                                                             Sales Promotion Dept., Hikari             
                                                                             Tsushin, Inc.                             
                                                               June 2002 - became Director and Chief                   
                                                                             Financial Officer of Crayfish             
                                                                             Co., Ltd. (to present)                    
                                                               April 1993 - joined Taiyosya, Inc.                      
-----------------------------------------------------------------------------------------------------------------------
                                                               November 1999 - joined Hikari Tsushin, Inc.             
                                                                             and assigned to Internet                  
                                                                             Business Dept.                            
                                                               December 1999 - joined CalltoWeb, Inc. and              
                                                                             assigned to Internet Business             
                                                                             Dept.                                     
                                                               February 2000 - became Manager of Solution              
                      33-2,                                                  Dept., CalltoWeb, Inc.                    
  Masaaki            Heiwadai                                  November 2000 - became General Manager of               
 Shimamura           1-chome        Director of                              Operating Planning Dept.,                 
(January 5,         Nerima-ku,      the Company       None                   CalltoWeb, Inc.                    None   
   1969)              Tokyo                                    September 2001 - became Manager of Solution             
                                                                             Dept., CalltoWeb, Inc.                    
                                                               June 2002 - became Director of Crayfish Co.,            
                                                                             Ltd. (to present)                         
-----------------------------------------------------------------------------------------------------------------------

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 6-K Filing	Date	First	Last	Other Filings

	10/1/98	7
	9/27/99	17
	9/30/99	7
	10/1/99	7
	5/31/00	17
	7/5/00	18
	9/30/00	7
	10/1/00	7
	10/25/00	10
	11/21/00	10
	12/26/00	18
	6/20/01	10
	9/26/01	11
	9/30/01	7	11	20-F
	10/1/01	2	24
	11/15/01	11
	12/20/01	8	12
	4/1/02	12
	6/1/02	18
	6/28/02	12
	9/30/02	2	24	20-F
	10/21/02	9
	11/21/02	20
	11/28/02	22
Filed On / Filed As Of / For The Period Ended	12/5/02	1
	12/20/02	2		6-K
	12/27/02	18
	7/4/07	18
	7/31/07	18
	12/26/07	18

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Crayfish Co Ltd · 6-K · For 12/5/02 · EX-1

Filed On 12/5/02 8:47am ET · SEC File 0-30530 · Accession Number 1145549-2-450

Report of a Foreign Private Issuer · Form 6-KFiling Table of Contents

EX-1 · Notice of Convocation of the Ordinary G.M.Exhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents

EX-1 · Notice of Convocation of the Ordinary G.M.
Exhibit Table of Contents