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EXCEL - IDEA: XBRL DOCUMENT - GIFA, INC.Financial_Report.xls
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE/ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - GIFA, INC.ex31-1.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE/ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - GIFA, INC.ex32-1.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________

FORM 10Q
_________________
(Mark One)

[ X ]              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2011

[     ]              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.
(Exact name of registrant as specified in its charter)

Nevada
26-2515882
(State of Incorporation)
(IRS Employer ID Number)

402 W Broadway Ste 2800, San Diego, CA 92101
 (Address of principal executive offices)

(917) 310-4718 
(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 (§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 4, 2012 there were 9,866,665 shares of the registrant’s common stock issued and outstanding.
 
 

 

PART I – FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements (Unaudited)
Page
     
 
Balance Sheets – December 31, 2011 and March 31, 2011
F-1
     
 
Statements of Operations - Three and nine months ended December 31, 2011 and 2010
F-2
     
 
Statements of Cash Flows – Nine months ended December 31, 2011 and 2010
F-3
     
 
Notes to the Consolidated Financial Statements
F-4
     
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
4
     
Item 1A.
Risk Factors - Not Applicable
4
   
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds -Not Applicable
4
     
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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
     
Financial Statements of Firefish, Inc. and subsidiary
 
     
 
Consolidated Balance Sheets as of December 31, 2011 and March 31, 2011
F-1
     
 
Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended December 31, 2011 and 2010
F-2
     
 
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2011 and 2010
F-3
     
 
Notes to the Consolidated Financial Statements
F-4
 
 
 

 
FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(unaudited)
             
   
December 31
   
March 31,
 
   
2011
   
2011
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 11,193     $ 18,217  
Accounts receivable - customers
    717       9,468  
Deferred cost of sales
    16,494       -  
Prepaids and other current assets
    -       1,513  
                 
TOTAL CURRENT ASSETS
    28,404       29,198  
                 
TOTAL ASSETS
  $ 28,404     $ 29,198  
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 6,917     $ 22,678  
Accounts payable and accrued expenses - related party
    82,660       37,660  
Deferred revenue
    53,404       -  
                 
TOTAL CURRENT LIABILITIES
    142,981       60,338  
                 
STOCKHOLDERS' DEFICIT
               
Common stock: $0.001 par value; 100,000,000 shares authorized;
               
9,866,665 and 9,866,665 shares issued and outstanding at
               
December 31, 2011 and March 31, 2011, respectively
    9,867       9,867  
Additional paid-in capital
    239,350       234,850  
Accumulated other comprehensive income/(loss)
    (5,822 )     1,180  
Accumulated deficit
    (357,972 )     (277,037 )
                 
TOTAL STOCKHOLDERS' DEFICIT
    (114,577 )     (31,140 )
                 
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
  $ 28,404     $ 29,198  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-1 

 
 
 
FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
                         
   
For the Three Months Ended
   
For the Nine Months Ended
 
   
December 31,
   
December 31,
 
   
2011
   
2010
   
2011
   
2010
 
                         
                         
REVENUES
  $ 15,257     $ 12,940     $ 48,497     $ 41,862  
COST OF SALES
    17,018       13,602       42,647       35,138  
GROSS MARGIN (LOSS)
    (1,761 )     (662 )     5,850       6,724  
                                 
OPERATING EXPENSES
                               
 
                               
     General and administrative
    26,205       21,928       71,618       39,684  
     General and administrative - related party
    15,000       15,000       45,131       45,000  
                                 
TOTAL OPERATING EXPENSES
    41,205       36,928       116,749       84,684  
                                 
LOSS FROM OPERATIONS
    (42,966 )     (37,590 )     (110,899 )     (77,960 )
OTHER INCOME - RELATED PARTY
    -       -       (29,964 )     -  
                                 
NET LOSS
    (42,966 )     (37,590 )     (80,935 )     (77,960 )
                                 
OTHER COMPREHENSIVE LOSS
                               
     Foreign currency translation
                               
       adjustment gain (loss)
    (1,294 )     (62 )     (7,002 )     611  
                                 
COMPREHENSIVE LOSS
  $ (44,260 )   $ (37,652 )   $ (87,937 )   $ (77,349 )
                                 
BASIC AND DILUTED LOSS PER SHARE
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
                                 
Weighted Average Common Shares Outstanding
    9,866,665       9,866,665       9,866,665       9,856,322  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 F-2

 

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
             
   
For the Nine Months Ended
 
   
December 31,
 
   
2011
   
2010
 
             
OPERATING ACTIVITIES
           
Net loss
  $ (80,935 )   $ (77,960 )
Adjustments to reconcile net loss to
               
       net cash used in operating activities:
               
Contributed capital
    2,500       10,300  
Changes in operating assets and liabilities:
               
Accounts receivable - customers
    8,751       8,532  
Prepaids and other current assets
    1,513       (2,338 )
Deferred cost of sales
    (16,494 )     (11,339 )
Accounts payable and accrued expenses
    (15,761 )     (9,584 )
Accounts payable and accrued expenses - related party
    45,000       13,760  
Deferred revenue
    53,404       24,727  
NET CASH USED IN OPERATING ACTIVITES
    (2,022 )     (43,902 )
                 
FINANCING ACTIVITIES
               
Proceeds from extension of warrants
    2,000       -  
Proceeds from exercise of warrants
    -       20,000  
NET CASH PROVIDED BY FINANCING ACTIVITIES
    2,000       20,000  
                 
FOREIGN CURRENCY EFFECT ON CASH
    (7,002 )     611  
                 
NET DECREASE IN CASH
    (7,024 )     (23,291 )
                 
CASH - Beginning of period
    18,217       49,697  
                 
CASH - End of period
  $ 11,193     $ 26,406  
                 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
               
CASH PAID FOR:
               
        Interest
  $ -     $ -  
        Income taxes
  $ -     $ -  
                 
NON CASH INVESTING AND FINANCING ACTIVITIES:
               
        Contributed capital - related party
  $ 2,500     $ 10,300  
                 
The accompanying notes are an integral part of these consolidated financial statements.
 
F-3 

 
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


1.            Nature of Business

Firefish, Inc. (the “Company”) was incorporated in the State of Nevada on April 29, 2008 (“Inception”).  The Company’s primary operations are in India.

The Company offers mobile and internet marketing services to retailers. The Company also offers educational services to young learners and young adults. On an annual basis, in January and February the Company hosts an English competency competition referred to as the English Olympiad.

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 incurred net losses of approximately $358,000 since inception.  The Company currently has limited liquidity, and does not yet have enough 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

Basis of Presentation

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. The accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of December 31, 2011, and the results of its operations and cash flows for the three and nine months ended December 31, 2011 and 2010. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission. The Company believes that the disclosures in the unaudited consolidated financial statements are adequate to make the information presented not misleading.  The operating results of the Company on a quarterly basis may not be indicative of operating results for the full year.  For further information, refer to the financial statements and notes included in the Company’s Form 10-K for the year ended March 31, 2011.

 
F-4

 
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


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.

Fair Value of Financial Instruments

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 loss 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. There are 133,334 and 977,778 common stock equivalents outstanding as of December 31, 2011 and 2010, respectively, which are excluded because they are considered anti-dilutive.

Concentration of Risks

During the three months ended December 31, 2011 and 2010 one customer accounted for 59.0% and 69.6% of revenues, respectively. During the nine months ended December 31, 2011 and 2010 one customer accounted for 55.7% and 64.5% of the revenue, respectively.  As of December 31, 2011 and 2010 one customer accounted for 100% and 95.1% of the accounts receivable, respectively.  Management believes the loss of this customer would not have a material impact on the Company’s financial position, results of operations, and cash flows.

4.            Common Stock

On May 21, 2010, Genesis Venture Fund India, LLP (“Genesis”), a related party due to significant holdings of the Company’s common stock, 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 exercised warrants for an additional 22,222 shares at $0.45 per share for $10,000.

Under the initial terms of the agreement, the warrants were due to expire on June 29, 2010. On June 29, 2010, the Company extended the expiration date of warrants to purchase 133,334 shares of common stock until August 15, 2011. On August 1, 2011, the Company extended the expiration date of warrants to purchase 133,334 shares of common stock until October 15, 2011.  On December 21, 2011, the Company further extended the expiration date of the warrants to purchase 133,334 shares of common stock until March 31, 2012 for consideration of $2,000.

 
F-5

 
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)


5.            Related Party Transactions

A former officer and current shareholder of the Company has agreed to pay for certain costs in connection with the Company’s public filing requirements. These costs included legal and accounting fees. During the nine months ended December 31, 2011 and 2010, this former officer paid $2,500 and $10,300 of these fees, respectively.  The Company accounts for these amounts as a contribution of capital to additional paid-in capital.

In addition, the Company has an at-will employment agreement with its Chief Executive Officer.  Under the terms of the agreement the Chief Executive Officer is paid a salary of $5,000 per month plus taxes. As of December 31, 2011, included within accounts payable and accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $82,660.

On April 15, 2011, the Company entered into a consulting agreement with Aero Financial, Inc (“Aero”), a significant shareholder of the Company. Under the terms of the agreement the Company is to perform services related to business plan development, capital raising and overall management of one of Aero’s business ventures. Under the terms of the agreement, the Company was to be paid $10,000 per month for the term beginning April 1, 2011 through termination of December 31, 2011. On May 31, 2011, the agreement was terminated by the Company. The $20,000 received under the agreement has been classified as other income on the accompanying statement of operations and comprehensive loss due to the consulting services provided not being one of the Company’s primary lines of operation.

On July 15, 2011, the Company entered into a consulting agreement with Spectral Capital Corporation, whose legal counsel is a shareholder of the Company. Under the terms of the agreement the Company is to perform services related to creating a professional presentation. Under the terms of the agreement, the Company was to be paid $10,000. The $10,000 received under the agreement has been classified as other income on the accompanying statement of operations and comprehensive loss due to the consulting services provided not being one of the Company’s primary lines of operation.

6.            Subsequent Events

Management has assessed subsequent events through February 7, 2012, the date of issuance of these financial statements.
 
 
F-6

 

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. Through June 30, 2010 we were a development stage company that had limited business operations. For the period from inception through June 30, 2010, we concentrated our efforts on developing a business plan which was 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.

We will need substantial additional capital to support our proposed future operations; however, we have no committed source for any funds as of this filing.  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, increase revenue necessary to sustain operations, and could fail in business as a result of these uncertainties.

The Company’s independent registered public accounting firm’s report on the Company’s financial statements as of March 31, 2011 included 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 December 31, 2011 Compared to the Three Months Ended December 31, 2010
 
During the three months ended December 31, 2011, we recognized revenues of $15,257 compared to $12,940 during the three months ended December 31, 2010.  The increase in revenues of $2,317 was a result of launching a new education service product related to vocational training for young adults . During the three months ended December 31, 2011, we recognized a cost of sales of $17,018 resulting in a gross loss of $1,761; compared to cost of sales of $13,602 and gross loss of $662 during the same period in 2010.  The decrease in gross profit in the current period was a result deferred revenues and expenses related to our English Olympiad which will be recognized upon the event taking place.
 
During the three months ended December 31, 2011, we incurred operational expenses of $41,205 compared to $36,928 during the three months ended December 31, 2010.  The $4,277 increase was a result of an increase in general and administrative costs.  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 SEC requirements.

 
1

 

For the Nine Months Ended December 31, 2011 Compared to the Nine Months Ended December 31, 2010

During the nine months ended December 31, 2011, we recognized revenues of $48,497 compared to $41,862 during the nine months ended December 31, 2010.  The increase in revenues of $6,635 was a result of the long-term growth trend of our mobile advertising businesses. The Company acquired more customers by increasing marketing efforts. During the nine months ended December 31, 2011, we recognized a cost of sales of 42,647 resulting in a gross profit of $5,850; compared to cost of sales of $35,138 and gross profit of $6,724 during the same period in 2010.  The minor decrease in gross profit in the current period was a result of long-term growth trend of our mobile advertising business netted against higher costs of sales.

During the nine months ended December 31, 2011, we incurred operational expenses of $116,749 compared to $84,684 during the nine months ended December 31, 2010.  The $32,065 increase was a result of an increase in general and administrative costs.  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 SEC requirements.

During the nine months ended December 31, 2011, we recorded other income of $29,964 compared to $0 during the nine months ended December 31, 2010. The increase was directly related to a consulting agreement we entered into, and then terminated, during fiscal 2012 and a consulting agreement we entered into with a related party.

LIQUIDITY

At December 31, 2011, we have total current assets of $28,404, consisting of cash, accounts receivable and deferred costs of sales.  At December 31, 2011, we have total liabilities of $142,981 and a working capital deficit of $114,577.

During the nine months ended December 31, 2011, we recognized a net loss of $80,935. During the nine months ended December 31, 2011, cash used in operating activities was $2,022 which included the net loss of $80,935, changes in operating assets and liabilities of $76,413, and contributed capital of $2,500.

During the nine months ended December 31, 2010, we used $43,902 in operating activities.  During the nine months ended December 31, 2010, we recognized a net loss of $77,960, which was offset by non-cash item of $10,300 in contributed capital expenses by a related party and $23,758 in operating assets and liabilities.

During the nine months ended December 31, 2011 and 2010, we did not use or receive any funds from investment activities.

During the nine months ended December 31, 2011 and 2010, we received $2,000 and $20,000 from financing activities.  The $2,000 received during the nine months ended December 31, 2011 was consideration received for the extension of the expiration date of 133,334 warrants.  The $20,000 received during the nine months ended December 31, 2010, consisted of proceeds from the exercise of warrants.

 
2

 

Need for Additional Financing

We do not have capital sufficient to meet our cash needs for expansion of operations.  We will have to seek loans or equity placements to cover such cash needs.  Once expansion commences, our needs for additional financing is likely to increase substantially.

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 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 Rules13a 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 December 31, 2011.  Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of December 31, 2011. Management believes that internal control over financial reporting is not effective. We have identified the following current material weakness considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations:

 
·
Lack of Management review as the Company has one employee that enters into, reviews, and controls all transactions.  The individual is also responsible for financial and regulatory reporting.

This material weakness was first identified by our Chief Executive and Principal Accounting Officer during the year ended March 31, 2010.  This weakness continues to exist as of December 31, 2011 due to the small size of the Company. We cannot remedy the weakness until additional employee(s) and/or consultants can be retained to adequately segregate duties.  Until such time, Management is maintaining adequate records to substantiate transactions.

ITEM 4T. CONTROLS AND PROCEDURES

Management’s Quarterly Report on Internal Control over Financial Reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
3

 

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.
   
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
   
101.INS XBRL Instance
101.SCH XBRL Schema
101 CAL XBRL Calculation
101.DEF XBRL Definition
101.LAB XBRL Label
101.PRE XBRL Presentation
 
 
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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 7, 2012
By: /s/Harshawardhan Shetty
 
Harshawardhan Shetty
 
President, Chief Executive Officer and Principal
 
Accounting Officer
 
 
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