Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________ to ___________
Commission file number: 333-156637
FIREFISH, INC.
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(Exact name of registrant as specified in its charter)
Nevada 26-2515882
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(State of Incorporation) (IRS Employer ID Number)
533 47th Road, 2nd Floor, Long Island City, NY 11101
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(Address of principal executive offices)
(718) 395-2606
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(Registrant's Telephone number)
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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 for Regulation S-T (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No []
Indicate by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of February 24, 2010 there were 9,866,665 shares of the registrant's common
stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
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Balance Sheets - June 30, 2010 and March 31, 2010 (Audited) F-1
Statements of Operations -
Three Months Ended June 30, 2010 and 2009 and
From April 29, 2008 (Inception) to June 30, 2010 F-2
Statements of Changes in Shareholders' Deficit -
From April 29, 2008 (Inception) to June 30, 2010 F-3
Statements of Cash Flows -
Three months ended June 30, 2010 and 2009 and
From April 29, 2008 (Inception) to June 30, 2010 F-4
Notes to the Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable 3
Item 4. Controls and Procedures 3
Item 4T. Controls and Procedures 3
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 3
Item 1A. Risk Factors - Not Applicable 3
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 3
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 4
Item 4. Removed and Reserved 4
Item 5. Other Information - Not Applicable 4
Item 6. Exhibits 4
SIGNATURES 5
PART I
ITEM 1. FINANCIAL STATEMENTS
Firefish, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)
Restated
June 30, March 31,
2010 2010
----------------------------------------
ASSETS
CURRENT ASSETS
Cash in bank $ 55,322 $ 49,697
Accounts receivable - customers 468 9,000
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TOTAL CURRENT ASSETS 55,790 58,697
----------------------------------------
TOTAL ASSETS $ 55,790 $ 58,697
========================================
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 18,431 $ 9,966
Accounts payable and accrued expenses -related parties - 8,900
----------------------------------------
TOTAL CURRENT LIABILITIES 18,431 18,866
LONG-TERM DEBT - -
----------------------------------------
TOTAL LIABILITIES 18,431 18,866
----------------------------------------
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 100,000,000 shares authorized;
9,866,665 and 9,822,221 shares issued and outstanding at June 30,
2010 and 2009, respectively 9,867 9,822
Additional paid in capital 226,800 202,845
Accumulated other comprehensive income 318 569
Accumulated deficit during development stage (199,626) (173,405)
----------------------------------------
TOTAL STOCKHOLDERS' EQUITY 37,359 39,831
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 55,790 $ 58,697
========================================
The accompanying notes are an integral part of these financial statements.
F-1
Firefish, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From Inception -
April 29, 2008
For the Three Months Ended Through
June 30, June 30,
2010 2009 2010
--------------------------------------------------------
REVENUES $ 10,165 $ 9,000 $ 61,953
COST OF SALES 425 - 425
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GROSS MARGIN 9,740 9,000 61,528
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OPERATING EXPENSES
Software development 5,508 4,892 71,850
General and administrative 11,453 97 27,513
General and administrative - related party 19,000 15,000 161,791
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TOTAL OPERATING EXPENSES 35,961 19,989 261,154
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LOSS FROM OPERATIONS (26,221) (10,989) (199,626)
INCOME TAX EXPENSE - - -
--------------------------------------------------------
NET LOSS (26,221) (10,989) (199,626)
OTHER COMPREHENSIVE INCOME
Foreign currency translation
adjustment gain (loss) 172 4,689 318
--------------------------------------------------------
COMPREHENSIVE LOSS $ (26,049) $ (6,300)$ (199,308)
========================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)$ (0.02)
========================================================
Weighted Average Common Shares
Outstanding 9,835,896 9,822,221 9,577,076
========================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
==================================
Weighted Average Common Shares 9,835,896 9,822,221
==================================
The accompanying notes are an integral part of these financial statements.
F-2
Firefish, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
For the period April 29, 2008 (Date of Inception) to June 30, 2010
Accumulated Accumulated
Deficit During Other Total
Common Stock Additional Paid Development Comprehensive Stockholders'
Shares Amount in Capital Stage Gain (Loss) Equity
-----------------------------------------------------------------------------------------------
Balance April 29, 2008 - $ - $ - $ $- $ -
Shares issued for cash
at $0.001 per share
on April 30, 2008 6,666,666 6,667 - - 6,667
Shares issued for cash
at $0.05 per share
on June 30, 2008 3,155,555 3,155 156,845 - 160,000
Contributed capital - related party 15,000 15,000
Warrants issued - - 10,000 - 10,000
Cumulative translation adjustment (4,988) (4,988)
Net loss for the period
ended March 31, 2009 - - - (65,968) (65,968)
-----------------------------------------------------------------------------------------------
Balance March 31, 2009 9,822,221 $ 9,822 $ 181,845 $ (65,968) $ (4,988) $ 120,711
Contributed capital - related party 21,000 21,000
Cumulative translation adjustment 5,557 5,557
Net loss for the period
ended March 31, 2010, as restated (107,437) (107,437)
-----------------------------------------------------------------------------------------------
Balance March 31, 2010 9,822,221 $ 9,822 $ 202,845 $ (173,405) $ 569 $ 39,831
Warrants exercised at $.45
per share 44,444 45 19,955 20,000
Contributed capital - related party 4,000 4,000
Cumulative translation adjustment (251) (251)
Net loss for the period
ended June 30, 2010 (26,221) (26,221)
-----------------------------------------------------------------------------------------------
Balance June 30, 2010 9,866,665 $ 9,867 $ 226,800 $ (199,626) $ 318 $ 37,359
===============================================================================================
The accompanying notes are an integral part of these financial statements.
F-3
Firefish, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
From Inception
April 29, 2008
For the Three Months Ended Through
June 30, June 30,
2010 2009 2010
----------------------------------------------------
OPERATING ACTIVITIES
Net Loss $ (26,221) $ (10,989) $ (199,626)
Adjustments to reconcile net income to
net cash provided by operating activities:
Other comprehensive income (loss) (251) 4,689 318
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable - customers 8,532 (9,000) (468)
Increase (decrease) in accounts payable (435) (2,454) 18,431
----------------------------------------------------
NET CASH USED IN OPERATING ACTIVITES (18,375) (17,754) (181,345)
----------------------------------------------------
INVESTING ACTIVITIES
Property and equipment purchased - - -
----------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES - - -
----------------------------------------------------
FINANCING ACTIVITIES
Contributed capital-expenses paid by related party 4,000 - 40,000
Proceeds from common stock issued - - 166,667
Proceeds from warrants 20,000 - 30,000
----------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 24,000 - 236,667
----------------------------------------------------
NET INCREASE IN CASH 5,625 (17,754) 55,322
CASH - Beginning of period 49,697 124,218 -
----------------------------------------------------
CASH - End of period $ 55,322 $ 106,464 $ 55,322
====================================================
SUPPLEMENTAL CASH FLOW DISCLOSURE:
CASH PAID FOR:
Interest $ - $ - $ -
====================================================
Income taxes $ - $ - $ -
====================================================
NON CASH OPERATING ACTIVITIES:
Contributed capital - related party $ 21,000 $ 15,000 $ 40,000
====================================================
The accompanying notes are an integral part of these financial statements.
F-4
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
1. Nature of Business and Development Stage Activities
Firefish, Inc. (the "Company") was incorporated in the State of Nevada
on April 29, 2008. The Company's primary operations are in India and
has incurred net losses since inception of $199,626. The Company has
not realized significant revenues to date and therefore is classified
as a development stage company.
The Company's goal is to operate a website for students, college
graduates and career oriented individuals in India that posts jobs and
resumes, as well as a social networking forum for people looking for an
engineering, math or science tutor or willing to be one.
2. Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going
concern. The Company, however, has not realized significant revenues as
of June 30, 2010, and has incurred net losses of $199,626 since
inception. The Company currently has limited liquidity, and has not
completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time. If
the Company is unable to obtain adequate capital, it could be forced to
cease operations.
Management anticipates that the Company will be dependent, for the
foreseeable future, on additional investment capital to fund operating
expenses. The Company intends to position itself so that it may be able
to raise additional funds through the capital markets. In light of
management's efforts, there are no assurances that the Company will be
successful in this or any of its endeavors or become financially viable
and continue as a going concern.
The ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in the
preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
3. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with the
accounting principles generally accepted in the United States of
America and are presented in United States dollars ("USD"). Outlined
below are those policies considered particularly significant.
F-5
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
3. Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held
for investment purposes.
Use of Estimates
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 at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates. All
adjustments necessary for a fair statement of the interim period have
been made, and all adjustments are of a normal and recurring nature.
Fair Value of Financial Statements
The carrying amounts reported in the accompanying consolidated
financial statements for current assets and current liabilities
approximate the fair value because of the immediate or short-term
maturities of the financial instruments.
Principles of Consolidation
The financial statements include the accounts of the Company and its
wholly owned subsidiary Firefish Networks Private Limited, an entity
formed under the laws of the nation of India. All significant
intercompany transactions have been eliminated in the consolidation.
Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of
common shares during the period. Diluted earnings per share is
calculated by dividing the Company's net income available to common
shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for
any potentially dilutive debt or equity.
F-6
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
3. Summary of Significant Accounting Policies (continued)
Revenue Recognition
The Company performs consulting engagements under contractual
agreements during its development stage that may not be directly
related to the projected on-going business of the Company. The Company
recognizes revenue when the contracted services have been completed and
collection is reasonably assured.
Comprehensive Income
The Company recorded Other Comprehensive Income for the three month
period ended June 30, 2010 and June 30, 2009 of $172 and $4,689,respect
-ively, as the result of currency translation adjustments.
Advertising Costs
The Company's policy regarding advertising is to expense advertising
when incurred. The Company incurred $111 in advertising expense for the
three months ended June 30, 2010. No advertising expense was incurred
during the three months ended June 30, 2009.
Income Taxes
The Company provides for income taxes under ASC 740 Income Taxes. ASC
740 requires the use of an asset and liability approach in accounting
for income taxes. Deferred tax assets and liabilities are recorded
based on the differences between the financial statement and tax bases
of assets and liabilities and the tax rates in effect when these
differences are expected to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be
realized.
The provision for income taxes differs from the amounts which would be
provided by applying the statutory federal income tax rate of 39% to
the net loss before provision for income taxes for the following
reasons:
F-7
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
3. Summary of Significant Accounting Policies (continued)
Three Months Ended
June 30,
--------------------
2010 2009
--------------------
Income tax expense at statutory rate $(10,226) $(4,286)
Common stock issued for services - -
Valuation allowance 10,226 4,286
--------- --------
Income tax expense per
books $ - $ -
========= ========
Net deferred tax assets consist of the following components as of:
Three Months Ended
June 30,
------------------
2010 2009
------------------
NOL Carryover $10,226 $ 4,286
Valuation allowance (10,226) (4,286)
-------- --------
Net deferred tax asset $ - $ -
======== ========
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carry forwards of $199,626 for federal income
tax reporting purposes are subject to annual limitations. Should a
change in ownership occur net operating loss carry forwards may be
limited as to use in future years.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances
that could indicate carrying amounts of long-lived assets may not be
recoverable. When such events or changes in circumstances are present,
the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered
through undiscounted expected future cash flows. If the total of the
future cash flows is less than the carrying amount of those assets, the
Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or the
fair value less costs to sell.
F-8
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
3. Summary of Significant Accounting Policies (continued)
Stock-based Compensation.
As of June 30, 2010, the Company has not issued any share-based
payments to its employees.
The Company adopted ASC 718 Compensation-Stock Compensation effective
January 1, 2006 using the modified prospective method. Under this
transition method, stock compensation expense includes compensation
expense for all stock-based compensation awards granted on or after
January 1, 2006, based on the grant-date fair value estimated in
accordance with the provisions of ASC 718.
Concentration of Risks
During the development stage activities of the Company, revenues are
generated by personal consulting services of the Company's Chief
Executive Officer. These consulting services may not be related to the
projected on-going services of the Company.
At June 30, 2010, the Company had Cash in the Bank of $55,322, of which
$6,657 related to its Indian subsidiary bank account. Deposit Insurance
and Credit Guarantee Corporation of India provides insurance on the
Indian funds up to $2,000. The Company regularly maintains a balance in
excess of the maximum insured.
For the three months ended June 30, 2010 and 2009, respectively, 89%
and 100% of the Company's revenues were from one customer.
New Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are
in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that
have been issued that might have a material impact on its financial
position or results of operations.
Foreign Exchange
The financial statements are presented in USD, the reporting currency.
The functional currency for the financial statements is Indian rupees
and in accordance with ASC Topic 830, "Foreign Currency Translation,"
foreign denominated
F-9
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
3. Summary of Significant Accounting Policies (continued)
monetary assets and liabilities are translated to their USD equivalents
using foreign exchange rates which prevailed at the balance sheet date.
Non-monetary assets and liabilities are translated at exchange rates
prevailing at the transaction date. Revenue and expenses were
translated at the prevailing rate of exchange at the date of the
transaction. Related translation adjustments are reported as a separate
component of stockholder's equity (deficit), whereas gains or losses
resulting from foreign currency transactions are included in results of
operations.
4. Common Stock
On April 30, 2008, the Company received $6,667 from its founders for
6,666,666 shares of its common stock.
On June 30, 2008 the Company issued 3,155,555 common shares of its
common stock at a price per share of $0.05 for a total purchase price
of $160,000. The Company also issued warrants to purchase an aggregate
of 1,000,000 shares of the Company's common stock at an exercise price
of $0.45 per share for a term of 24 months in exchange for a payment of
a fee of $10,000.
On May 21, 2010, Genesis Venture Fund India, LLP ("Genesis") completed
a partial exercise of its warrants to purchase 1,000,000 common shares
of the Company at $0.45 per share by tendering $10,000 for the purchase
of 22,222 shares. On June 16, 2010, Genesis purchased 22,222 additional
shares at $.45 per share for $10,000.
On June 30, 2010, all remaining warrants expired and the Company has no
warrants outstanding as of July 1, 2010.
5. Related Party Transactions
On May 21, 2010 and on June 16, 2010, the Company received from an
entity owned by one of the Company's officers separate payments of
$10,000 each for the exercise of warrants at $.45 per share to purchase
a total of 44,444 common shares.
A Company officer has agreed to perform through an entity he controls
consulting services relating to the preparation and filing of the
Company's S-1 at a value that cannot be determined. From inception to
date, the Company has expensed $40,000 of consulting services provided
on its behalf, including $4,000 during the quarter ended June 30, 2010.
The entire $40,000 has been recorded as contributed capital.
F-10
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
5. Related Party Transactions (continued)
No additional shares of the Company have been issued subsequent to the
issuances described above.
6. Correction of Errors in Comparative Financial Statements - Errors
Relate to First Year Presented in the Comparative Financial Statements
The Company has restated its previously issued consolidated financial
statements for the year ended March 31, 2010 for matters related to the
following previously reported items: general and administrative
expenses, not previously reported. The accompanying financial
statements for the year ended March 31, 2010 have been restated to
reflect the corrections.
The following is a summary of the restatement for the Year Ended March
31, 2010:
Increase of previously reported general and administrative expenses $ 9,000
Total increase in loss for year ended March 31, 2010 $ 9,000
=======
Balance Sheet as of March 31, 2010:
Previously Increase
Reported (Decrease) Restated
--------------------------------------------------
Total Liabilities $ 9,866 $ 9,000 $ 18,866
Stockholders' Equity:
Accumulated deficit during
development stage (164,405) (9,000) (173,405)
--------------------------------------------------
Total Liabilities and
Stockholders' Equity 58,697 - 58,697
Statement of Operations for the Year Ended March 31, 2010:
Previously Increase
Reported (Decrease) Restated
--------------------------------------------------
General and administrative $ 6,563 $ 9,000 $ 15,563
Net Loss (98,437) (9,000) (107,437)
F-11
FIREFISH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
7. Subsequent Events
The Company has evaluated events subsequent to June 30, 2010 and
through the issuance of these financial statements, and has determined
that no events, other than those disclosed above, have occurred that
would materially affect the financial statements above.
F-12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
PLAN OF OPERATIONS
We were incorporated in Nevada in April 2008. We are a development stage company
and have had limited business operations. For the period from inception through
June 30, 2010, we have concentrated our efforts on developing a business plan
which is designed to allow us to create our website and proprietary technologies
for use on our website. Those activities included, but were not limited to,
securing initial capital in order to fund the development of the pilot version
of our website, developing our business plan, and other pre-marketing
activities.
During the three months ended June 30, 2010, our operations were focused on the
maintenance of our accounting records, software development and limited
offerings of our services.
We will need substantial additional capital to support our proposed future
energy operations. We have no revenues. We have no committed source for any
funds as of date here. No representation is made that any funds will be
available when needed. In the event funds cannot be raised when needed, we may
not be able to carry out our business plan, may never achieve sales, and could
fail in business as a result of these uncertainties.
The independent registered public accounting firm's report on the Company's
financial statements as of March 31, 2010, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2010 Compared to the Three Months Ended June
30, 2009
During the three months ended June 30, 2010, we recognized revenues of $10,165
compared to $9,000 during the three months ended June 30, 2009 from the offering
of our services in educational tutoring. The increase in sales of $1,165 was a
result of the Company's efforts in advertising over the prior period. During the
three months ended June 30, 2010, we recognized a cost of sales of $425
resulting in a gross profit of $9,740.
1
During the three months ended June 30, 2010, we incurred operational expenses of
$35,961 compared to $19,989 during the three months ended June 30, 2009. The
$15,972 increase was a result of $15,355 increase in general and administrative
activities combined with a $616 increase in software development expenses. The
increase in general and administrative expenses was a result of the Company's
increased activities in maintaining its financial reporting status with the
Securities and Exchange Commission (SEC). The Company expects to see a trend in
this increase as it continues to work to remain current with the SEC.
During the three months ended June 30, 2010, we recognized a net loss of $26,221
compared to a net loss of $10,989 during the three months ended June 30, 2009.
The $15,232 increase in net losses was the result of the $1,165 increase in
revenues offset by a $15,972 increase in operational expenses as discussed
above.
LIQUIDITY
At June 30, 2010, we have total current assets of $55,790, consisting solely of
cash. At June 30, 2010, we have total liabilities of $18,431. At June 30, 2010,
we have working capital of $37,359.
During the three months ended June 30, 2010, we used $18,375 in operating
activities. During the three months ended June 30, 2010, we recognized a net
loss of $26,221, which was offset by non-cash item of $251 in cumulative
currency translation expenses.
During the three months ended June 30, 2009, we used $17,754 in operating
activities. During the three months ended June 30, 2009, we recognized a net
loss of $10,989, which was offset by non-cash items of $4,689 in gains on
cumulative currency translation expenses.
During the three months ended June 30, 2010 and 2009, we did not use or receive
any funds from investment activities.
During the three months ended June 30, 2010 and 2009, we received $24,000 and $0
from financing activities.
On May 21, 2010 and on June 16, 2010, the Company received from an entity owned
by one of the Company's officers separate payments of $10,000 each for the
exercise of warrants at $.45 per share to purchase a total of 44,444 common
shares.
A Company officer has agreed to perform through an entity he controls consulting
services relating to the preparation and filing of the Company's S-1 at a value
that cannot be determined. As of June 30, 2010, the Company has expensed $40,000
of consulting services provided on its behalf.
Short Term.
On a short-term basis, we do not generate revenues sufficient to cover
operations. Based on prior history, we will continue to have insufficient
revenue to satisfy current and recurring liabilities as it seeks explore. For
short term needs we will be dependent on receipt, if any, of offering proceeds.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.
2
No commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow it to cover our expenses as they may be
incurred.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an
evaluation under the supervision and with the participation of our management,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-14 as of the quarter ended June 30,
2010. Based on the foregoing evaluation, our Chief Executive Officer has
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC filings and to ensure that information required to be disclosed in our
periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer, to allow timely decisions regarding
required disclosure.
ITEM 4T. CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
This quarterly report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies."
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE.
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. CHANGES IN SECURITIES
NONE.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive/Accounting Officer pursuant
to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive/Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIREFISH, INC.
(Registrant)
Dated: February 24, 2011 By: /s/ Harshawardhan Shetty
------------------------
Harshawardhan Shetty
President, Chief Executive Officer and
Principal Accounting Officer
