TIXFI INC.
(Exact name of registrant as specified in its charter)
Nevada		46-4724127
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6517 Palatine Ave., N, Seattle, WA 98103
(Address of principal executive offices)
206-395-3549
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ]		Smaller reporting company [X]
(Do not check if a smaller reporting company)

TIXFI INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2015

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

TIXFI INC.

INDEX TO CONDENSED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

August 31, 2015

 

	Page
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to the Condensed Financial Statements	7

 

TIXFI INC.

Condensed Balance Sheets

		August 31,				February 28,
		2015				2015
		(Unaudited)
ASSETS
Current Assets
Cash		$	6,576			$	27,114
Inventory			9,211				-
Prepaid expenses			8,333				-
Total current assets			24,120				27,114
Total Assets		$	24,120			$	27,114
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities		$	27,149			$	10,294
Total Liabilities			27,149				10,294
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
0 shares issued and outstanding			-				-
Common stock, $0.001 par value; 100,000,000 shares authorized;
7,475,000 and 7,475,000 issued and outstanding, respectively			7,475				7,475
Additional paid-in capital			52,025				52,025
Accumulated deficit			(62,529	)			(42,680	)
Total stockholders' equity (Deficit)			(3,029	)			16,820
Total Liabilities and Stockholders' Equity (Deficit)		$	24,120			$	27,114

 

		Three Months Ended								Six Months Ended
		August 31,								August 31,
		2015				2014				2015				2014
Revenue		$	7,450			$	20,241			$	7,450			$	27,640
Cost of Goods Sold			7,259				17,899				7,259				23,985
Gross Profit			191				2,342				191				3,655
Operating Expenses
General and administrative			4,392				2,041				4,551				2,128
Professional fees			5,917				9,890				15,489				15,093
Total Operating Expenses			10,309				11,931				20,040				17,221
Loss before income taxes			(10,118	)			(9,589	)			(19,849	)			(13,566	)
Provision for income taxes			-				-				-				-
Net Loss		$	(10,118	)		$	(9,589	)		$	(19,849	)		$	(13,566	)
Basic and diluted net loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic and diluted weighted-average common shares outstanding			7,475,000				5,975,000				7,475,000				5,640,489

 

TIXFI INC.

Condensed Statements of Cash Flows

(Unaudited)

 

		Six Months Ended
		August 31,
		2015				2014
Cash flows from operating activities:
Net loss		$	(19,849	)		$	(13,566	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in assets and liabilities:
Inventory			(9,211	)			(6,909	)
Prepaid expenses			(8,333	)			4,077
Accounts payable and accrued liabilities			16,855				5,960
Net cash used in operating activities			(20,538	)			(10,438	)
Cash flows from investing activities:
Net cash used in investing activities			-				-
Cash flows from financing activities:
Proceeds from issuance of common stock			-				19,500
Net cash provided by financing activities			-				19,500
Net (decrease) increase in cash and cash equivalents			(20,538	)			9,062
Cash and cash equivalents at beginning of period			27,114				5,000
Cash and cash equivalents at end of period		$	6,576			$	14,062
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	-			$	-
Cash paid during the period for tax		$	-			$	-

 

The accompanying notes are an integral part of these condensed financial statements.

TIXFI INC.

Notes to the Financial Statements

August 31, 2015

(Unaudited)

TIXFI INC. (the “Company”) is a Nevada corporation incorporated on January 27, 2014.  It is based in Seattle, WA, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is February 28.

Basis of Presentation

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended August 31, 2015 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended February 28, 2015 contained in the Company's form 10-K filed with SEC on May 29, 2015.

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 and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $6,576 and $27,114 in cash and cash equivalents as at August 31, 2015 and February 28, 2015, respectively.

 

 

As at August 31, 2015 and February 28, 2015, the Company had 7,475,000 common shares issued and outstanding.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 5 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no events have occurred that require disclosure.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Prospectus, Form 424(B)(2), as filed on September 29, 2014.  You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Tixfi,” “we,” “us,” or “our” are to Tixfi Inc.

Corporate Overview

Tixfi Inc. was incorporated in the State of Nevada on January 27, 2014, and the Company’s fiscal year end is February 28. The Company's administrative address is 6517 Palatine North, Seattle, WA 98103. The address of the Company’s agent for service in Nevada and registered corporate office is Corporate Direct, Inc., 2248 Meridian Blvd., Ste H, Minden, NV 89128. The telephone number is 206-395-3549.

Tixfi Inc. has nominal revenues to date, and has only limited cash on hand.  We have relied largely upon the sale of our securities for funding.

Tixfi has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Tixfi, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

Tixfi Inc. derives its revenues from the following services:

The Company buys and resells tickets to end users. The Company buys tickets from ticketmaster.com, stubhub.com, and individuals from craiglists.com. The Company resells these tickets for a profit on ticketmaster.com, stubhub.com, to individuals on craigslist.com and on our website www.tixfi.com, which offer sellers tickets categorized by event, location and type. Types of events include concerts, theatre, comedy acts and sporting events.

 

The Company plans to also implement the following services:

·

The Company plans to establish itself as a leading online brand that provides a service for buyers and sellers of tickets for concerts, sporting events and other live entertainment events. The Company believes we will be able to deliver a service to both buyers and sellers of event tickets. Sellers will be able to sell their event tickets as a direct sale with a fixed price. For each transaction, a commission of 8% from the seller will apply, and a fee of 10% from the buyer. For the fixed sales, sellers will post their available tickets at any price they want. There is no fee for sellers or buyers to register with the website.

·

The Company plans to offer sellers the option to sell their event tickets by auction, with buyers bidding to win the auction. Sellers will have the option to offer a set price, 'buy it now' (foregoing the bidding process), 'make offer' and setting 'reserve' prices. For each transaction, a commission of 8% from the seller will apply, and a fee of 10% from the buyer. There is no fee for sellers or buyers to register with the website.

We believe that consumers (buyers and sellers), who are searching for events tickets will find our website with our services as a result of our internet marketing efforts, specifically social media and search engine optimization marketing. The Company has begun development of its website, and we will use proceeds of share issuance to fully develop the websites functionality.

We will advertise and market our business with a fully-optimized website, internet marketing such as pay-per-click, and social media marketing. Our competitors are generally larger companies with more assets and a larger advertising budget. However, we believe that targeted internet marketing will allow us to attract buyers and sellers of events tickets.

Results of Operations

The following table provides selected financial data about our company for the period ended August 31, 2015 and the year ended February 28, 2015.

The following summary of our results of operations, for the three months ended August 31, 2015, should be read in conjunction with our financial statements, as included in this Form 10-Q.

 

The following summary of our results of operations, for the six months ended August 31, 2015, should be read in conjunction with our financial statements, as included in this Form 10-Q.

 

Currently we feel we have sufficient capital to fund our operations and business development for the next 12 months.

To date we have had minimal develop of our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our ongoing regulatory expenses.

As at August 31, 2015, our company’s cash balance was $6,576 compared to $27,114 as at February 28, 2015 and our total assets were $24,120 compared with $27,114 as at February 28, 2015. The decrease in cash and total assets was primarily due to cash used in professional fees related to ongoing regulatory requirements.

As at August 31, 2015, our company had total liabilities of $27,149 compared with total liabilities of $10,294 as at February 28, 2015.

As at August 31, 2015, our company had capital deficiency of $3,029 compared with working capital of $16,820 as at February 28, 2015. The decrease in working capital was primarily attributed to increased cash used for operating expenses during the quarter.

Cash Flow from Operating Activities

During the six months ended August 31, 2015, our company used $20,538 cash in operating activities, compared to $10,438 cash used during the six months ended August 31, 2014. The increase cash used from operating activities can be primarily attributed to professional fees related to ongoing regulatory requirements.

Cash Flow from Investing Activities

The company did not use any funds for investing activities in the six months ended August 31, 2015 and 2014.

Cash Flow from Financing Activities

During the six months ended August 31, 2015, the Company did not receive or use any cash in financing activities. During the six months ended August 31, 2014, our company received $19,500 in cash in financing activities due from proceeds from the issuance of common shares.

Our auditors issued a going concern opinion on our financial statements as of and for the period ended February 28, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to cover operating costs or raised enough funds. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investment by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended August 31, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

We did not issue unregistered equity securities during the period ended August 31, 2015.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

The following exhibits are included as part of this report:

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1	Rule 1350 Certification of Principal Executive and Financial Officer
101.INS*	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculations
101.DEF*	XBRL Taxonomy Extension Definitions
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation

*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 thereunto duly authorized.

 

 

 

 

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