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 September 30, 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 November 1, 2011 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 |
| | |
| Balance Sheets – September 30, 2011 and March 31, 2011 | F-1 |
| | |
| Statements of Operations - Three and six months ended September 30, 2011 and 2010 | F-2 |
| | |
| Statements of Cash Flows – Six months ended September 30, 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 |
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Item 5. | Other Information - Not Applicable | 4 |
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Item 6. | Exhibits | 4 |
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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 September 30, 2011 and March 31, 2011 | F-1 |
| | |
| Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended September 30, 2011 and 2010 | F-2 |
| | |
| Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2011 and 2010 | F-3 |
| | |
| Notes to the Consolidated Financial Statements | F-4 |
FIREFISH, INC. AND SUBSIDIARY |
CONSOLIDATED BALANCE SHEETS |
(unaudited) |
| | | | | | |
| | September 30, | | | March 31, | |
| | 2011 | | | 2011 | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
CURRENT ASSETS | | | | | | |
Cash | | $ | 27,783 | | | $ | 18,217 | |
Accounts receivable - customers | | | 9,468 | | | | 9,468 | |
Deferred cost of sales | | | 16,127 | | | | - | |
Prepaids and other current assets | | | - | | | | 1,513 | |
| | | | | | | | |
TOTAL CURRENT ASSETS | | | 53,378 | | | | 29,198 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 53,378 | | | $ | 29,198 | |
| | | | | | | | |
LIABILITIES & STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable and accrued expenses | | $ | 7,884 | | | $ | 22,678 | |
Accounts payable and accrued expenses - related party | | | 67,660 | | | | 37,660 | |
Deferred revenue | | | 52,651 | | | | - | |
| | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 128,195 | | | | 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 | | | | | | | | |
September 30, 2011 and March 31, 2011, respectively | | | 9,867 | | | | 9,867 | |
Additional paid-in capital | | | 234,850 | | | | 234,850 | |
Accumulated other comprehensive income | | | (4,528 | ) | | | 1,180 | |
Accumulated deficit | | | (315,006 | ) | | | (277,037 | ) |
| | | | | | | | |
TOTAL STOCKHOLDERS' DEFICIT | | | (74,817 | ) | | | (31,140 | ) |
| | | | | | | | |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | | $ | 53,378 | | | $ | 29,198 | |
The accompanying notes are an integral part of these consolidated financial statements.
FIREFISH, INC. AND SUBSIDIARY |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
(unaudited) |
| | | | | | | | | | | | |
| | For the Three Months Ended | | | For the Six Months Ended | |
| | September 30, | | | September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
REVENUES | | $ | 15,686 | | | $ | 18,757 | | | $ | 33,240 | | | $ | 28,922 | |
COST OF SALES | | | 14,229 | | | | 12,111 | | | | 25,629 | | | | 21,536 | |
GROSS MARGIN | | | 1,457 | | | | 6,646 | | | | 7,611 | | | | 7,386 | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
General and administrative | | | 27,446 | | | | 5,795 | | | | 45,413 | | | | 17,756 | |
General and administrative - related party | | | 15,000 | | | | 15,000 | | | | 30,131 | | | | 30,000 | |
| | | | | | | | | | | | | | | | |
TOTAL OPERATING EXPENSES | | | 42,446 | | | | 20,795 | | | | 75,544 | | | | 47,756 | |
| | | | | | | | | | | | | | | | |
LOSS FROM OPERATIONS | | | (40,989 | ) | | | (14,149 | ) | | | (67,933 | ) | | | (40,370 | ) |
OTHER INCOME - RELATED PARTIES | | | (9,964 | ) | | | - | | | | (29,964 | ) | | | - | |
| | | | | | | | | | | | | | | | |
NET LOSS | | | (31,025 | ) | | | (14,149 | ) | | | (37,969 | ) | | | (40,370 | ) |
| | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE LOSS | | | | | | | | | | | | | | | | |
Foreign currency translation | | | | | | | | | | | | | | | | |
adjustment gain (loss) | | | (5,396 | ) | | | 501 | | | | (5,708 | ) | | | 673 | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE LOSS | | $ | (36,421 | ) | | $ | (13,648 | ) | | $ | (43,677 | ) | | $ | (39,697 | ) |
| | | | | | | | | | | | | | | | |
BASIC AND DILUTED LOSS PER SHARE | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | | | | |
Weighted Average Common Shares | | | | | | | | | | | | | | | | |
Outstanding | | | 9,866,665 | | | | 9,866,665 | | | | 9,866,665 | | | | 9,837,764 | |
The accompanying notes are an integral part of these consolidated financial statements.
FIREFISH, INC. AND SUBSIDIARY |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Unaudited) |
| | | | | | |
| | For the Six Months Ended | |
| | September 30, | |
| | 2011 | | | 2010 | |
| | | | | | |
OPERATING ACTIVITIES | | | | | | |
Net loss | | $ | (37,969 | ) | | $ | (40,370 | ) |
Adjustments to reconcile net loss to | | | | | | | | |
net cash used in operating activities: | | | | | | | | |
Services contributed to capital | | | - | | | | 4,000 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable - customers | | | - | | | | (2,241 | ) |
Prepaids and other current assets | | | 1,513 | | | | (3,167 | ) |
Deferred cost of sales | | | (16,127 | ) | | | (11,339 | ) |
Accounts payable and accrued expenses | | | (14,794 | ) | | | 3,184 | |
Accounts payable and accrued expenses - related party | | | 30,000 | | | | (1,240 | ) |
Deferred revenue | | | 52,651 | | | | 24,728 | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES | | | 15,274 | | | | (26,445 | ) |
| | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | |
Proceeds from exercise of warrants | | | - | | | | 20,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | - | | | | 20,000 | |
| | | | | | | | |
FOREIGN CURRENCY EFFECT ON CASH | | | (5,708 | ) | | | 673 | |
| | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | | 9,566 | | | | (5,772 | ) |
| | | | | | | | |
CASH - Beginning of period | | | 18,217 | | | | 49,697 | |
| | | | | | | | |
CASH - End of period | | $ | 27,783 | | | $ | 43,925 | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW DISCLOSURE: | | | | | | | | |
CASH PAID FOR: | | | | | | | | |
Interest | | $ | - | | | $ | - | |
Income taxes | | $ | - | | | $ | - | |
| | | | | | | | |
NON CASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | |
Contributed capital - related party | | $ | - | | | $ | 4,000 | |
The accompanying notes are an integral part of these consolidated financial statements.
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business and Development Stage Activities
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 $315,000 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 September 30, 2011, and the results of its operations and cash flows for the three and six months ended September 30, 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.
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 September 30, 2011 and 2010, respectively, which are excluded because they are considered anti-dilutive.
Concentration of Risks
During the three months ended September 30, 2011 and 2010 one customer accounted for 57.4% and 48.0% of revenues, respectively. During the six months ended September 30, 2011 and 2010 one customer accounted for 54.2% and 62.2% of the revenue, respectively. As of September 30, 2011 and 2010 one customer accounted for 95.1% of the accounts receivable. 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 further extended the expiration date of warrants to purchase 133,334 shares of common stock until October 15, 2011.
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 three and nine months ended September 30, 2011 and 2010, this officer paid $0, $4,000, $0, and $4,000 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 September 30, 2011, included within accounts payable and accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $67,660.
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
On October 15, 2011, the Company extended the expiration of a common stock subscription agreement with Genesis in which Genesis was required to invest an additional $60,000 by June 29, 2010 or have 666,667 of its common shares cancelled. The Company has extended the requirement until December 31, 2011.
Management has assessed subsequent events through November 2, 2011, the date of issuance of these financial statements.
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 September 30, 2011 Compared to the Three Months Ended September 30, 2010
During the three months ended September 30, 2011, we recognized revenues of $15,686 compared to $18,757 during the three months ended September 30, 2010. The decrease in revenues of $3,071 was a result of delay in one of our projects related to the teaching of the English language. During the three months ended September 30, 2011, we recognized a cost of sales of $14,229 resulting in a gross profit of $1,457; compared to cost of sales of $12,111 and gross profit of $6,646 during the same period in 2010. The decrease in gross profit in the current period was a result of delay in one of our projects related to the teaching of the English language.
During the three months ended September 30, 2011, we incurred operational expenses of $42,446 compared to $20,795 during the three months ended September 30, 2010. The $21,651 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) along with the increased use of consultants and costs related to growth of the mobile advertising business. The Company expects to see a trend in this increase as it continues to work to remain current with the SEC and expand the business to accommodate growth.
During the three months ended September 30, 2011, we recorded other income of $9,964 compared to $0 during the three months ended September 30, 2010. The increase was directly related to a consulting agreement we entered into with a related party.
For the Six Months Ended September 30, 2011 Compared to the Six Months Ended September 30, 2010
During the six months ended September 30, 2011, we recognized revenues of $33,240 compared to $28,922 during the six months ended September 30, 2010. The increase in revenues of $4,318 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 six months ended September 30, 2011, we recognized a cost of sales of $25,629 resulting in a gross profit of $7,611; compared to cost of sales of $21,536 and gross profit of $7,386 during the same period in 2010. The minor increase 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 six months ended September 30, 2011, we incurred operational expenses of $75,544 compared to $47,756 during the six months ended September 30, 2010. The $27,778 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) along with the increased use of consultants and costs related to growth of the mobile advertising business. The Company expects to see a trend in this increase as it continues to work to remain current with the SEC and expand the business to accommodate growth.
During the six months ended September 30, 2011, we recorded other income of $29,964 compared to $0 during the six months ended September 30, 2010. The increase was directly related to a related party consulting agreement we entered into, and then terminated, during fiscal 2012 and a consulting agreement we entered into with a related party.
LIQUIDITY
At September 30, 2011, we have total current assets of $53,378, consisting of cash, accounts receivable and deferred costs of sales. At September 30, 2011, we have total liabilities of $128,195 and a working capital deficit of $74,817.
During the six months ended September 30, 2011, we recognized a net loss of $37,969. During the six months ended September 30, 2011, cash provided by operating activities was $15,274 which included the net loss of $37,969 and changes in operating assets and liabilities of $53,243.
During the six months ended September 30, 2010, we used $26,445 in operating activities. During the six months ended September 30, 2010, we recognized a net loss of $40,370, which was offset by non-cash item of $4,000 in contributed capital expenses by a related party and $9,925 in operating assets and liabilities.
During the six months ended September 30, 2011 and 2010, we did not use or receive any funds from investment activities.
During the six months ended September 30, 2011 and 2010, we received $0 and $20,000 from financing activities. The $20,000 received during the six months ended September 30, 2010 consisted of proceeds from the exercise of warrants.
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 September 30, 2011. Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of September 30, 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 September 30, 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.
In order to improve the Company’s internal controls, the Company has engaged a third party consultant enter into and review transactions, which will then be reviewed by the Chief Executive officer. Management believes that this added layer of review will improve internal control quality of the Company. Other than this modification, there have no other changes to internal controls over financial reporting that occurred during the quarter ended September 30, 2011, 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. 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 |
| | |
| 101.INS | XBRL Instance |
| 101.SCH | XBRL Schema |
| 101.CAL | XBRL Calculation |
| 101.DEF | XBRL Definition |
| 101.LAB | XBRL Label |
| 101.PRE | XBRL Presentation |
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: November 2, 2011 | By: /s/Harshawardhan Shetty Harshawardhan Shetty President, Chief Executive Officer and Principal Accounting Officer |
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