Attached files

file filename
EX-16.1 - LETTER FROM KLJ & ASSOCIATES, LLP DATED JUNE 1, 2015 - GIFA, INC.firefishexh161.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 3, 2015

Firefish, Inc.
(Exact name of registrant as specified in its charter)

Nevada
333-156637
26-2515882
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
244 5th Avenue, Suite 200, New York, NY
10001
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code (917) 310-4718
 
___________________________________________________
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   [  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   [  ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   [  ]   Pre-commencement  communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   [  ]   Pre-commencement  communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
SECTION 4- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
 
ITEM 4.01 Changes in Registrant’s Certifying Accountant

On June 1, 2015, the Company notified KLJ & Associates, LLP (the "Former Accountant") that a new independent registered public accounting firm would be engaged.

On June 1, 2015, the engagement of BF Borgers CPA PC (the "New Accountant") as the independent registered public accounting firm was approved by the Company’s Board of Directors.

The Former Accountant did not issue any audit reports on the financial statements of the Company, but did review the Company’s financial statements as of and the three months ended June 30, 2014, as of and for the three and six months ended September 30, 2014 and as of and for the three and nine months ended December 31, 2014.

During the fiscal years ended March 31, 2015 and 2014, and through June 1, 2015, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended March 31, 2015 and 2014, and through June 1, 2015, there were the following “reportable events” (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part II, Item 9 A(T) of the Company’s Form 10-K for the annual period ended March 31, 2014, the Company’s management determined that the Company’s internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:
(i) Inadequate segregation of duties and effective risk assessment.

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.
 
Other than as disclosed above, there were no reportable events during the fiscal years ended March 31, 2015 and 2014, and through the period ended June 1, 2015. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

During the fiscal years ended March 31, 2015 and 2014 and through June 1, 2015, the Company did not consult with the New Accountant regarding (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did the New Accountant provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(2) of Regulation S-K).

On June 1, 2015, the Company provided the Former Accountant with its disclosures in the Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.

 
 

 
 
ITEM 9.01 - Financial Statements and Exhibits
 
The following exhibit is included as part of this report:
 
Exhibit 16.1
 
Letter from KLJ & Associates, LLP dated June 1, 2015.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Firefish, Inc.
 
/s/ Harshawardhan Shetty
Harshawardhan Shetty
President and Chief Executive Officer

Date: June 3, 2015