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, 2012
[ ] 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
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26-2515882
|
|
(State of Incorporation)
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(IRS Employer ID Number)
|
12707 High Bluff Drive, Suite 200, San Diego, CA 92130
(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.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
(Do not check if a smaller reporting company)
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[ ]
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Smaller reporting company
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[X]
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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 09, 2012 there were 108,416,650 shares of the registrant’s common stock issued and outstanding.
PART I – FINANCIAL INFORMATION
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Item 1.
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Consolidated Financial Statements
(Unaudited)
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Page
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Balance Sheets – September 30, 2012 and March 31, 2012
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F-1
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Statements of Operations -
Three and six months ended September 30, 2012 and 2011
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F-2
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Statements of Cash Flows –
Six months ended September 30, 2012 and 2011
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F-3
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Notes to the Consolidated Financial Statements
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F-4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition a
nd Results of Operations
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1
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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3
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–
Not Applicable
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Item 4.
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Controls and Procedures
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3
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Item 4T.
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Controls and Procedures
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3
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings –
Not Applicable
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4
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Item 1A.
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Risk Factors -
Not Applicable
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4
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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4
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-
Not Applicable
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Item 3.
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Defaults Upon Senior Securities –
Not Applicable
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4
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Item 4.
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Mine Safety Disclosures
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4
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Item 5.
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Other Information –
Not Applicable
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4
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Item 6.
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Exhibits
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4
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SIGNATURES
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5
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PART I
ITEM 1. FINANCIAL STATEMENTS
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Unaudited Financial Statements of Firefish, Inc. and subsidiary
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Consolidated Balance Sheets as of September 30, 2012 and March 31, 2012
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F-1
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Consolidated Statements of Operations and Comprehensive Income (Loss)
for the Three and Six Months Ended September 30, 2012 and 2011
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F-2
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Consolidated Statements of Cash Flows for the Six Months Ended
September 30, 2012 and 2011
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F-3
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Notes to the Consolidated Financial Statements
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F-4
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FIREFISH, INC. AND SUBSIDIARY
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CONSOLIDATED BALANCE SHEETS
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(unaudited)
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September 30,
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|
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March 31,
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|
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2012
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2012
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|
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ASSETS
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CURRENT ASSETS
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Cash
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$
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55,801
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$
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171,705
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Accounts receivable
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100,462
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|
763
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Deferred cost of sales
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10,057
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-
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TOTAL CURRENT ASSETS
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166,320
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172,468
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TOTAL ASSETS
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$
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166,320
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$
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172,468
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|
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LIABILITIES & STOCKHOLDERS' DEFICIT
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|
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CURRENT LIABILITIES
|
|
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Accounts payable and accrued expenses
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$
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70,503
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|
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$
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165,066
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Accrued expenses - related party
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124,160
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97,660
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Advances - related party
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9,595
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5,258
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Deferred revenue
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50,525
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-
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Convertible notes payable, net of discount of $11,183 and $2,500, respectively
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60,717
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25,000
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Derivative liability
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14,194
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-
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TOTAL CURRENT LIABILITIES
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|
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329,694
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292,984
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STOCKHOLDERS' DEFICIT
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Common stock: $0.001 par value; 1,000,000,000 shares authorized at September 30, 2012;
100,000,000 shares authorized at March 31, 2012; 108,416,650 and 98,666,650 shares issued and outstanding at
September 30, 2012 and March 31, 2012, respectively
|
|
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108,417
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98,667
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Additional paid-in capital
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257,294
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152,550
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Accumulated other comprehensive income
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(4,409
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)
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(5,816
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)
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Accumulated deficit
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(524,676
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)
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(365,917
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)
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TOTAL STOCKHOLDERS' DEFICIT
|
|
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(163,374
|
)
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|
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(120,516
|
)
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TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
|
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$
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166,320
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$
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172,468
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|
The accompanying notes are an integral part of these consolidated financial statements.
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FIREFISH, INC. AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
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(Unaudited)
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|
|
|
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For the Three Months Ended
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For the Six Months Ended
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|
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September 30,
|
|
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September 30,
|
|
|
|
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2012
|
|
|
2011
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2012
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2011
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REVENUES
|
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$
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105,269
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|
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$
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15,686
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$
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119,600
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|
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$
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33,240
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COST OF SALES
|
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71,652
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14,229
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73,875
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25,629
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|
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GROSS MARGIN
|
|
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33,617
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1,457
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|
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45,725
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|
|
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7,611
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|
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|
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OPERATING EXPENSES
|
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|
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|
|
|
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|
|
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|
|
|
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|
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|
|
|
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|
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General and administrative
|
|
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30,256
|
|
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27,446
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|
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|
63,033
|
|
|
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45,413
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|
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General and administrative - related party
|
|
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15,000
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|
|
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15,000
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|
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30,000
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|
|
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30,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
TOTAL OPERATING EXPENSES
|
|
|
45,256
|
|
|
|
42,446
|
|
|
|
93,033
|
|
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|
75,544
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|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
LOSS FROM OPERATIONS
|
|
|
(11,639
|
)
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|
|
(40,989
|
)
|
|
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(47,308
|
)
|
|
|
(67,933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on derivative liability
|
|
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85,588
|
|
|
|
-
|
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|
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85,588
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|
|
|
|
|
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Interest expense
|
|
|
23,113
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|
|
|
-
|
|
|
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25,863
|
|
|
|
-
|
|
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Other income - related party
|
|
|
-
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|
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(9,964
|
)
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|
|
-
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|
|
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(29,964
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)
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|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
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TOTAL OTHER (INCOME) EXPENSE
|
|
|
108,701
|
|
|
|
(9,964
|
)
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|
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111,451
|
|
|
|
(29,964
|
)
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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NET LOSS
|
|
$
|
(120,340
|
)
|
|
$
|
(31,025
|
)
|
|
$
|
(158,759
|
)
|
|
$
|
(37,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment gain (loss)
|
|
|
1,775
|
|
|
|
(5,396
|
)
|
|
|
1,407
|
|
|
|
(5,708
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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COMPREHENSIVE LOSS
|
|
$
|
(118,565
|
)
|
|
$
|
(36,421
|
)
|
|
$
|
(157,352
|
)
|
|
$
|
(43,677
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED LOSS
PER SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares
Outstanding
|
|
|
100,839,204
|
|
|
|
98,666,650
|
|
|
|
99,758,863
|
|
|
|
98,666,650
|
|
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,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(158,759
|
)
|
|
$
|
(37,969
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Change in fair market value of derivative liabilities
|
|
|
85,588
|
|
|
|
-
|
|
|
Amortization of debt discount
|
|
|
23,817
|
|
|
|
-
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(99,699
|
)
|
|
|
-
|
|
|
Prepaids and other current assets
|
|
|
-
|
|
|
|
1,513
|
|
|
Deferred cost of sales
|
|
|
(10,057
|
)
|
|
|
(16,127
|
)
|
|
Accounts payable and accrued expenses
|
|
|
(94,563
|
)
|
|
|
(14,794
|
)
|
|
Accrued expenses - related party
|
|
|
26,500
|
|
|
|
30,000
|
|
|
Deferred revenue
|
|
|
50,525
|
|
|
|
52,651
|
|
|
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES
|
|
|
(176,648
|
)
|
|
|
15,274
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net advances - related party
|
|
|
4,337
|
|
|
|
-
|
|
|
Proceeds from extension of warrants
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds from exercise of warrants
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds from convertible note payable
|
|
|
55,000
|
|
|
|
-
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
59,337
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN CURRENCY EFFECT ON CASH
|
|
|
1,407
|
|
|
|
(5,708
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(115,904
|
)
|
|
|
9,566
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
- Beginning of year
|
|
|
171,705
|
|
|
|
18,217
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
- End of year
|
|
$
|
55,801
|
|
|
$
|
27,783
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURE:
|
|
|
|
|
|
|
|
|
|
CASH PAID FOR:
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NON CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Conversions of convertible notes payable into common stock
|
|
$
|
15,600
|
|
|
$
|
-
|
|
|
Derivative liability reclassed to additional paid-in capital
|
|
$
|
98,894
|
|
|
$
|
-
|
|
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
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 September 30, 2012, the Company deferred revenues and costs related to the English Olympiad of $50,525 and $10,057, respectively. The revenues and costs will be recognized when the English Olympiad has been completed.
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 $524,000 since inception and has a working capital deficit of approximately $163,000. 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.
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, 2012, and the results of its operations and cash flows for the three and six months ended September 30, 2012 and 2011. 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, 2012.
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 7,437,500 and 133,334 common stock equivalents outstanding as of September 30, 2012 and 2011, respectively, which are excluded because they are considered anti-dilutive.
Concentration of Risks
During the six months ended September 30, 2012 and 2011, one customer accounted for 78.9% and 54.2% of revenues, respectively. As of September 30, 3012, one customer accounted for 93.9% of 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.
3. Convertible Notes
On February 28, 2012, the Company borrowed $27,500, of which $25,000 in proceeds were received, under a short-term convertible note with a third party. Under the terms of the agreement, the note incurs interest at 8% per annum and is due on November 30, 2012. During the six months ended September 30, 2012, the holder converted $15,600 into 9,750,000 shares of common stock. As of September 30, 2012, a balance of $11,900 remains on the convertible note.
On May 18, 2012, the Company borrowed $27,500, of which $25,000 in proceeds were received, under a short-term convertible note with a third party. Under the terms of the agreement, the note incurs interest at 8% per annum and is due on February 22, 2013.
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On September 11, 2012, the Company borrowed $32,500, of which $30,000 in proceeds were, received, under a short-term convertible note with a third party. Under the terms of the agreement, the note incurs interest at 8% per annum and is due on June 13, 2013.
The notes are convertible into common shares after six months and the conversion price is calculated by multiplying 51% (49% discount to market) by the lowest closing bid price during the 30 days prior to the conversion date.
Since the conversion features are only convertible after six months, there are no derivative liabilities at the notes inception. However, the Company accounts for the derivative liabilities upon the passage of time and the notes becoming convertible, if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder as it is variable and does not have a floor as to the number of common shares in which could be converted. See Note 4 below for additional information.
In addition, the fees paid to the lender, $2,500 for each note totaling $7,500, were accounted for as an on issuance discount resulting in a $7,500 discount. The discount is being amortized over the term of the notes. During the six months ended September 30, 2012, $4,250 of the discount as amortized to interest expense. As of September 30, 2012, a discount of $3,250 remained and will be fully amortized during the year ended March 31, 2013.
4. Derivative Liabilities
Commencing August 28, 2012, the Company's $27,500 convertible note issued on February 28, 2012 was convertible into common stock. The Company determined that since the conversion price was variable and does not contain a floor, the conversion feature represented a derivative liability.
The Company calculated the derivative liability using the Black-Scholes pricing model for the note upon the initial conversion date and recorded the fair market value of the derivative liability of $60,941. Resulting in a full discount to the note, with the excess fair value of the derivative liability over the convertible note of $33,441 charged immediately to expense. The discount is being amortized over the term of the notes. During the six months ended September 30, 2012, $19,567 of the discount was amortized to interest expense. As of September 30, 2012, a discount of $7,933 remained and will be fully amortized during the year ended March 31, 2013.
Upon conversion of all or a portion of the convertible note, the derivative liability associated with the principal converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital. During the six months ended September 30, 2012, the holder of the convertible notes converted $15,600 of principal into common stock. The derivative liability of $98,894 associated with the converted principal was credited to additional paid-in capital at the time of conversion.
The derivative liability associated with the convertible note was $14,194 as of September 30, 2012. Based on this revaluation at quarter end and the revaluation of derivative liabilities measured during the period immediately before extinguishment of associated convertible note, the Company recognized a gain in fair value of derivative liability of $85,588 during the six months ended September 30, 2012 which includes the day one charge, revalue at dates of conversion and the marking to fair value at September 30, 2012.
FIREFISH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During the six months ended September 30, 2012, the following range of inputs was used to determine the value of the derivative liability using the Black-Scholes pricing model:
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September 30,
2012
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Annual dividend yield
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-
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Expected life (years)
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0.17 - 0.26
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Risk-free interest rate
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0.17
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%
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Expected volatility
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229.90
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%
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5. Common Stock
Under the initial terms of an agreement with Genesis Venture Fund India, LLP (“Genesis”), a related party due to significant holdings of the Company’s common stock, 1,333,340 warrants were due to expire on June 29, 2010. On June 29, 2010, the Company extended the expiration date of warrants to purchase 1,333,340 shares of common stock until August 15, 2011. On August 1, 2011, the Company extended the expiration date of warrants to purchase 1,333,340 shares of common stock until October 15, 2011. On December 21, 2011, the Company further extended the expiration date of the warrants to purchase 1,333,340 shares of common stock until March 31, 2012 for consideration of $2,000. The warrants expired without exercise on March 31, 2012.
See Note 3 for discussion regarding convertible notes payable converted into 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 September 30, 2012, included within accounts payable and accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $124,160.
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.
7. Subsequent Events
Management has assessed subsequent events through the date of issuance of these consolidated 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 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, 2012 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, 2012 Compared to the Three Months Ended September 30, 2011
During the three months ended September 30, 2012, we recognized revenues of $105,269 compared to $15,686 during the three months ended September 30, 2011. The increase of $89,583 was the direct result of a contract in August 2012 in which the Company resold educational products and services to a customer. Revenues during fiscal 2012 and 2013, consist primarily of educational services/products related to vocational training for young adults which was launched during fiscal 2011. During the three months ended September 30, 2012, we recognized a cost of sales of $71,652 resulting in gross income of $33,617; compared to cost of sales of $14,229 and gross income of $1,457 during the same period in 2011. The increase in gross profit in the current period was a result of the significant contract we performed on in August 2012 whereby the margins were significantly better than our general product mix. In 2011, we had a contract in which provided quarterly receipts of $9,000 with little or no margin.
During the three months ended September 30, 2012, we incurred operational expenses of $30,256 compared to $27,446 during the three months ended September 30, 2011. The $2,810 increase was a result of a slight increase in general and administrative costs due to a slight increase in operations. The Company expects general and administrative costs to remain relatively consistent in future periods.
For the Six Months Ended September 30, 2012 Compared to the Six Months Ended September 30, 2011
During the six months ended September 30, 2012, we recognized revenues of $119,600 compared to $33,240 during the six months ended September 30, 2011. The increase of $86,360 was the direct result of a contract in August 2012 in which the Company resold educational products and services to a customer. Revenues during fiscal 2012 and 2013, consist primarily of educational services/products related to vocational training for young adults which was launched during fiscal 2011. During the six months ended September 30, 2012, we recognized a cost of sales of $73,875 resulting in gross income of $45,725; compared to cost of sales of $25,629 and gross income of $7,611 during the same period in 2011. The increase in gross profit in the current period was a result of the significant contract we performed on in August 2012 whereby the margins were significantly better than our general product mix. In 2011, we had a contract in which provided quarterly receipts of $9,000 with little or no margin.
During the six months ended September 30, 2012, we incurred operational expenses of $63,033 compared to $45,413 during the six months ended September 30, 2011. The $17,620 increase was a result of a slight increase in general and administrative costs due to a slight increase in operations. The Company expects general and administrative costs to remain relatively consistent in future periods.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2012, we have total current assets of $166,320, consisting primarily of cash and accounts receivable. At September 30, 2012, we have total liabilities of $329,694 and a working capital deficit of $163,374.
During the six months ended September 30, 2012, cash used in operating activities was $176,648 which included the net loss of $158,759, changes in operating assets and liabilities of $127,294 amortization of the discounts on convertible notes of $23,817 and a $85,588 loss on the change in the fair market value of the Company's derivative liability.
During the six months ended September 30, 2011, cash provided by operating activities was $15,274. During the six months ended September 30, 2011, we recognized a net loss of $37,969, which was offset by an increase in changes of operating assets and liabilities of $53,243.
During the six months ended September 30, 2012 and 2011, we did not use or receive any funds from investment activities.
During the six months ended September 30, 2012, we received $55,000 from convertible notes payable in which the proceeds of such were used for fund operations.
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, 2012. Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of September 30, 2012. 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:
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·
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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.
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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, 2012 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 September 30, 2012, 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.
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Exhibit 31.1
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Certification of Chief Executive/Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
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Exhibit 32.1
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Certification of Principal Executive/Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act
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101 INS
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XBRL Instance Document*
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101 SCH
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XBRL Schema Document*
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101 CAL
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XBRL Calculation Linkbase Document*
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101 DEF
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XBRL Definition Linkbase Document*
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101 LAB
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XBRL Labels Linkbase Document*
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101 PRE
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XBRL Presentation Linkbase Document*
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* 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.
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FIREFISH, INC.
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(Registrant)
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Dated: November 13, 2012
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By:
/s/Harshawardhan Shetty
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Harshawardhan Shetty
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President, Chief Executive Officer and Principal
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Accounting Officer
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5
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