GIFA, INC. - FORM 10-Q - August 11, 2014

Attached files

file	filename
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.	firefishexh311.htm
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE/ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - GIFA, INC.	firefishexh321.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 June 30, 2014

[ ] 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)

244 5th_Avenue, Suite 200, New York, NY 10001

(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 August 14, 2014 there were 127,482,504 shares of the registrant’s common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)		Page

	Balance Sheets – June 30, 2014 and March 31, 2014 (Unaudited)	F- 1

	Statements of Operations and Comprehensive Loss -Three months ended June 30, 2014 and 2013 (Unaudited)	F- 2

	Statements of Cash Flows Three months ended June 30, 2014 and 2013 (Unaudited)	F- 3

	Notes to the Consolidated Financial Statements (Unaudited)	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		2

Item 4. Controls and Procedures		2

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. Mine Safety Disclosures – Not Applicable		4

Item 5. Other Information – Not Applicable		4

Item 6. Exhibits		5

SIGNATURES		6

PART I

ITEM 1. FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements of Firefish, Inc. and subsidiary

	Consolidated Balance Sheets as of June 30, 2014 and March 31, 2014	F-1

	Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2014 and 2013	F-2

	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2014 and 2013	F-3

	Notes to the Consolidated Financial Statements	F-4

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	June 30,		March 31,
	2014		2014

ASSETS

CURRENT ASSETS
Cash	$	8,198	$	428
Accounts receivable		13,261		9,494
Deferred cost of sales		5,761		-
Other current assets		2,444		2,444

TOTAL CURRENT ASSETS		29,664		12,366

TOTAL ASSETS	$	29,664	$	12,366

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	4,616	$	19,225
Accrued expenses - related party		203,985		188,985
Advances - related party		29,021		12,536
Deferred revenue		42,871		-

TOTAL CURRENT LIABILITIES		280,493		220,746

STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 127,482,504 shares issued and outstanding at June 30, 2014 and March 31, 2014		127,483		127,483
Additional paid-in capital		418,429		418,429
Accumulated other comprehensive income		(4,750)		(4,957)
Accumulated deficit		(791,991)		(749,335)

TOTAL STOCKHOLDERS' DEFICIT		(250,829)		(208,380)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	29,664	$	12,366

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
	June 30,
	2014		2013

REVENUES	$	3,766	$	48,410
COST OF REVENUES		-		11,639
GROSS MARGIN		3,766		36,771

OPERATING EXPENSES:
General and administrative		31,422		21,566
General and administrative - related party		15,000		15,000

TOTAL OPERATING EXPENSES		46,422		36,566

INCOME (LOSS) FROM OPERATIONS		(42,656)		205

OTHER EXPENSE (INCOME):
Interest expense		-		22,054
Gain on change in fair value of derivative liability		-		(22,164)

TOTAL OTHER (INCOME) EXPENSE		-		(110)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(42,656)		315

PROVISION FOR INCOME TAXES		-		-

NET INCOME (LOSS)		(42,656)		315

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment loss		207		(330)

COMPREHENSIVE LOSS	$	(42,449)	$	(15)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00)	$	(0.00)

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		127,482,504		104,543,568

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 Three Months Ended
	June 30,
	2014			2013

OPERATING ACTIVITIES
Net income (loss)	$	(42,656	)	$	315
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair market value of derivative liabilities		-			(22,164	)
Amortization of debt discount		-			21,665
Changes in operating assets and liabilities:
Accounts receivable		(3,767	)		60
Deferred cost of sales		(5,761	)		-
Accounts payable and accrued expenses		(14,609	)		(7,908	)
Accounts payable and accrued expenses - related party		15,000			8,408
Deferred revenue		42,871			1,795
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(8,922	)		2,171

FINANCING ACTIVITIES
Net advances - related party		16,485			4,612
Payments on long-term debt		-			(11,993	)
Proceeds from sale of common stock		-			50,000
Proceeds from convertible note payable		-			(22,700	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		16,485			19,919

FOREIGN CURRENCY EFFECT ON CASH		207			(330	)

NET INCREASE IN CASH		7,770			21,760

CASH - Beginning of period		428			7,056

CASH - End of period	$	8,198		$	28,816

SUPPLEMENTAL CASH FLOW DISCLOSURE:
CASH PAID FOR:
Interest	$	-		$	1,807
Income taxes	$	-		$	-

NON CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for convertible note payable	$	-		$	4,400
Reclass of derivative liability to equity	$	-		$	26,318

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. As of June 30, 2014, we had $42,871 in deferred revenues and $5,761 in deferred costs related to our annual English Olympiad. The competition typically takes place in January and February and all deferred revenues and costs will be recognized at that time.

2. Summary of Significant Accounting Policies

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 $792,000 since inception and has a working capital deficit of approximately $251,000. The Company currently has limited liquidity, and does not yet have 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.

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 June 30, 2014, and the results of its operations and cash flows for the three months ended June 30, 2014 and 2013. 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, 2014.

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 were no common stock equivalents outstanding as of June 30, 2014 and 2013.

Concentration of Risks

During the three months ended June 30, 2014, two customers accounted for 52.8% and 29.3% of revenues, respectively. During the three months ended June 30, 2013, two customers accounted for 63.9% and 24.3% of revenues, respectively. Management believes the loss of these customers would not have a material impact on the Company’s financial position, results of operations, and cash flows.

3. Convertible Note and Derivative Liability

Commencing March 11, 2013, the Company's $32,500 convertible note issued on September 11, 2012 was convertible into common stock. The Company determined that since the conversion price was variable and did not contain a floor, the conversion feature represented a derivative liability.

The Company calculated the derivative liability related to the convertible note issued on September 11, 2012 using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of $47,885, resulting in a full discount to the note, with the excess fair value of the derivative liability over the convertible note of $15,385 charged immediately to expense during the year ended March 31, 2013. The discount was being amortized over the term of the note. During the three months ended June 30, 2014 and 2013, $0 and $21,665, respectively, of the discount was amortized to interest expense.

F -5

FIREFISH, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three months ended June 30, 2013, the holder of the convertible notes converted $4,400 of principal into 5,365,854 shares of common stock and was repaid the remaining balance of $22,700. The derivative liability of $26,318 associated with the converted and paid principal was credited to additional paid-in capital at the time of conversion and payment.

4. Long-term Debt

On December 8, 2012 the Company borrowed $11,993 from a third party under a long-term note. Under the terms of the agreement, the note incurred zero percent interest and had no specified maturity date. Imputed interest on the note was insignificant. In June 2013, the long-term note was paid in full.

5. Common Stock

In June 2013, the Company sold 5,000,000 shares of common stock for proceeds of $50,000.

See Note 3 for discussion regarding $4,400 of convertible notes payable converted into 5,365,854 shares of common stock.

6. Related Party Transactions

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 June 30, 2014, included within accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $203,985.

In addition, from time to time the Company's Chief Executive Officer advances monies to fund operations. These advances do not incur interest and are due on demand. As of June 30, 2014, advances owed were $29,021.

7. Subsequent Events

Management has assessed subsequent events subsequent to June 30, 2014 through the date of issuance of these consolidated financial statements, and has determined it does not have any material subsequent events to disclose in these consolidated 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 September 30, 2010 we were a development stage company that had limited business operations. For the period from inception through September 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, 2014 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 June 30, 2014 Compared to the Three Months Ended June 30, 2013

During the three months ended June 30, 2014, we recognized revenues of $3,766 compared to $48,410 during the three months ended June 30, 2013. The decrease of $44,644 was the result of decreased revenues from our book resale and services business. Revenues during fiscal 2014 and 2013, consist primarily of educational services/products related to training for young learners and young adults which was launched during fiscal 2011. During the three months ended June 30, 2104, we recognized a cost of sales of $0 resulting in gross profit of $3,766; compared to cost of sales of $11,639 and gross profit of $36,771 during the same period in 2013. The decrease in gross profit in the current period was a result of decreased revenue from our book resale and services business.

During the three months ended June 30, 2014, we incurred operational expenses of $46,422 compared to $36,566 during the three months ended June 30, 2013. The $9,856 increase was a result of increased professional fees relating to accounting expenses.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2014, we have total current assets of $29,664, consisting of cash, accounts receivable, and deferred cost of sales. At June 30, 2014, we have total liabilities of $280,493 and a working capital deficit of $250,829.

During the three months ended June 30, 2014, cash used in operating activities was $8,922 which included the net loss of $42,656 and changes in operating assets and liabilities of $33,734.

During the three months ended June 30, 2013, cash used in operating activities was $2,171 which included net income of $315; changes in operating assets and liabilities of $2,355; amortization of the discounts on convertible notes of $21,665 and a $22,164 gain on the change in the fair market value of the Company's derivative liability.

During the three months ended June 30, 2014 and 2013, we did not use or receive any funds from investment activities.

During three months ended June 30, 2014, we received $16,485 in net advances from a related party in which were used to fund operations. During the three months ended June 30, 2013, we received $50,000 from the sale of common stock in which we used to pay $22,700 in convertible notes payable and $11,993 in long-term debt.

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, 2013. Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of December 31, 2013. 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 June 30, 2014 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 June 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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. MINE SAFETY DISCLOSURES

NONE.

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 Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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: August 11, 2014	By: /s/Harshawardhan Shetty
	Harshawardhan Shetty
	President, Chief Executive Officer and Principal
	Accounting Officer

GIFA, INC. - FORM 10-Q - August 11, 2014

Attached files

GIFA, INC. Reports