Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.

	244 5th Avenue, Suite 200, New York, NY 10001
	(Address of principal executive offices) (Zip Code)

	Registrant’s telephone number, including area code: (917) 310-4718

	Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered		Name of each exchange on which registered
Not Applicable		Not Applicable

	Securities registered pursuant to Section 12(g) of the Act:
	Common Stock (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes |_| No |X

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 | X | No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes |_| No |X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One).

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes |_| No |X|

The aggregate market value of voting stock held by non-affiliates of the registrant at September 30, 2014 was approximately $103,584. The aggregate market value was computed by using the closing price of the common stock as of that date on the Over-the-Counter Bulletin Board (“OTCBB”). (For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates.) There were 127,482,504 shares outstanding of the registrant's Common Stock as of June 30, 2015.

TABLE OF CONTENTS

PART I

ITEM 1	Business	1
ITEM 1 A.	Risk Factors	4
ITEM 1 B.	Unresolved Staff Comments	4
ITEM 2	Properties	4
ITEM 3	Legal Proceedings	4
ITEM 4	Mine Safety Procedures	4

PART II

ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
ITEM 6	Selected Financial Data	5
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
ITEM 7 A.	Quantitative and Qualitative Disclosures About Market Risk	8
ITEM 8	Consolidated Financial Statements and Supplementary Data	8
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
ITEM 9 A.	Controls and Procedures	9
ITEM 9 A(T).	Controls and Procedures	9
ITEM 9B	Other Information	10

PART III

ITEM 10	Directors, Executive Officers, and Corporate Governance	11
ITEM 11	Executive Compensation	12
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	14
ITEM 14	Principal Accounting Fees and Services	15

PART IV

ITEM 15	Exhibits, Financial Statement Schedules	16
SIGNATURES		17

Note about Forward-Looking Statements

This From 10-K contains forward-looking statements, such as statements relating to our financial condition, results of operations, plans, objectives, future performance and business operations. These statements relate to expectations concerning matters that are not historical facts. These forward-looking statements reflect our current views and expectations based largely upon the information currently available to us and are subject to inherent risks and uncertainties. Although we believe our expectations are based on reasonable assumptions, they are not guarantees of future performance and there are a number of important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. By making these forward-looking statements, we do not undertake to update them in any manner except as may be required by our disclosure obligations in filings we make with the Securities and Exchange Commission under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.

PART I

ITEM 1. BUSINESS

General

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “Firefish,” or the “Company” are to Firefish, Inc.

Overview

Firefish was incorporated in the State of Nevada on April 29, 2008. Our principal offices are currently located at 244 5th Avenue, Suite 200, New York, NY 10001. We occupy this office, which is leased by an associate of Harshawardhan Shetty, on a rent free basis. Our current telephone number is (917) 310-4718. 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, Math and Science competency competition referred to as the Primary Olympiad. Both our services are currently offered only in India. In India our offices are located at 76/F Kamgar Nagar, Kurla (East), Mumbai 400024.

We were originally started by an Indian engineer, our CEO Harshawardhan Shetty, to offer social networking services and ancillary offerings to the 18-24 year old, lower-middle class demographic.

To serve this need, we built a robust social networking platform with wide ranging features. We also developed two ancillary lines of businesses that leveraged our user base and developed expertise within our target market (1) text message advertising services to retailers wishing to market their services to our social networking community and (2) educational services to current and potential members of our social networking community such as English language training/certification and English competency competitions.

Our current revenues are chiefly derived from text message advertising services to retailers, competition entry fees for English, Math and Science competency competitions and consulting fees for English language training/certification services.

For our text message advertising services, we have built a website, a mobile advertising platform that enables retailers to manage their advertising campaigns to our highly segmented database of consumers. While our database was seeded with users from our social networking community, we have since then significantly increased the size of our database via acquisition of users through events and purchased databases.

Our English, Math and Science competency competition referred to as the Primary Olympiad is an annual program and competition for young learners. We have built a website for the Primary Olympiad – http://www.primaryolympiad.com. The examination is held annually in January and February.

Industry Background

Parallel to the growth of the social networking industry and its associated internet advertising revenues, the mobile advertising industry has also seen rapid growth in the last five (5) years. This rapid growth is a result of greater and greater numbers of people owning smart phones such as iPhones and Android phones. These users then tend to use applications on their smart phones which in turn carry mobile advertising. While, one of the applications that smart phone users use is social networking applications, typically, smart phone users use many different applications from many different application creators on their phone.

Google Admob and Apple’s iAd platform serve as marketplaces to connect advertisers to application creators. Consumers that download the applications are then shown the advertisement.

Specifically in India, the number of smart phones is quite low but the number of feature phones exceeds 700 million units. In feature phones, advertising content appears as a text message. The mobile advertising industry in India is expected to grow from its current size of $5 million to over $400 million by 2015 driven both by tremendous mobile phone penetration and the growth of the organized retail industry. While in the US, Admob and iAd offer retailers a systematic mechanism to reach consumers, there is not such mechanism for retailers trying to reach the large feature phone text message consumer.

Firefish Overview

For our mobile advertising services to retailers we have developed an online platform. This platform allows retailers to log into their account, choose a consumer segment to send their advertising message to selecting age, gender, location and income levels, compose the advertising message to send, personalize the message via addressing the consumer by name, and schedule the message for later delivery. Retailers can also pay online. In addition, retailers can also call Firefish to fully manage their advertising campaign. While our database of users on the mobile advertising platform was seeded by our users from social networking services, we have significantly grown the size of our database via user acquisition events and database purchases.

Our training/certification/competition services consist of (1) the Primary Olympiad (http://www.primaryolympiad.com) an annual English, Math and Science competency program and competition for young learners with the examination being conducted in January and February each year (2) Spoken English classes (3) English certification programs in partnership with non-governmental agencies and state governments.

Competition

Firefish’s business does not fit into one single industry. Firefish’s competition comes from the mobile advertising industry and from the K-12 education services industry, both of which are rapidly growing. As a result, the number and sophistication of competitors are also rapidly growing. We hope to distinguish ourselves from these competitors by the combination of services we offer, the high quality of our websites and technology, and our focus on our core demographic.

AdMob, incorporated in 2006, is one of the world’s largest mobile advertising companies offering advertising solutions for many mobile platforms, including Android, iOS, webOS, Flash Lite, Windows Phone 7 and all standard mobile web browsers. In November 2009 it was acquired by Google for $750 million. It serves more than 40 billion mobile banner and text ads per month across mobile Web sites and handset applications.

iAd is a mobile advertising platform developed by Apple Inc. for its iPhone, iPod Touch, and iPad line of mobile devices allowing third-party developers to directly embed advertisements into their applications.

Founded in India in 2007, InMobi is the largest independent mobile advertising network in the world. The company launched in the U.S. and Europe in early 2010. It is backed by Silicon Valley venture firm, Kleiner Perkins Caufield & Byers, Sherpalo Ventures, and Mumbai Angels. The InMobi network reaches over 350 Million consumers around the globe. There are over 10,000 publishers and 2,000 advertisers in the network.

Competition to Firefish’s services also comes from those providing education services to K-12 schools in India, specifically those conducting school competitions and those providing school-based assessments.

Intellectual Property

We have not filed for any patent and/or copyright protection for our websites, proprietary technologies and/or planned products. Presently we intend to rely on trade secret protection and/or confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite certain precautions taken by us, it may be possible for third parties to obtain and use our intellectual property without authorization. This risk may be increased due to the lack of any patent and/or copyright protection. If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. Management will from time to time determine whether applying for patent and copyright protection is appropriate for us. We have no guarantee that, if filed, any applications will be granted or, if awarded, whether they will offer us any meaningful protection from other companies in our business. Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to awards for damages.

We cannot be certain that our websites and our proprietary technologies will not infringe upon patents, copyrights or other intellectual property rights held by third parties. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. Additionally, most patent applications are kept confidential for twelve to eighteen months, or longer, and we would not be able to be aware of potentially conflicting claims that they make. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against these third party infringement claims and be diverted from devoting time to our business and operational issues, regardless of the merits of any such claim.

Government Regulation

Our business, websites and our proprietary technologies may be subject to increasing regulation of content, consumer privacy, distribution and online hosting and delivery in the key territories in which we desire to conduct business. If we do not successfully respond to these regulations, our business may suffer. Legislation is continually being introduced that may affect both the content of proprietary technologies and their distribution. For example, data and consumer protection laws in the United States and Europe impose various restrictions on web sites. Those rules vary by territory although the Internet recognizes no geographical boundaries. Any one or more of these factors could harm our business by limiting the proposed features we plan on incorporating into the website and proprietary technologies, by limiting the size of the potential market for our products, and by requiring costly additional differentiation in the website and proprietary technologies for different territories to address varying regulations.

Internet Websites

We have secured the rights to the internet domain names www.firefish.in, and www.primaryolympiad.com.

Employees

We have no other employees other than our sole officer and director, Harshawardhan Shetty. We rely on skilled consultants and third party work. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus. We may also hire an in-house software development team.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

We do not own any property, real or otherwise. Our principal offices are currently located at 244 5th Avenue, Suite 200, New York, NY 10001. We occupy this office, which is leased by an associate of Harshawardhan Shetty, on a rent free basis.

We lease office space in Mumbai, India under a one year renewable lease.. Monthly payments are approximately $600.

We do not have any investments or interests in any real estate. Our company does not invest in real estate mortgages, nor does it invest in securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

Legal Proceedings

We are not a party to any pending legal proceedings, nor are we aware of any governmental authority contemplating any legal proceeding against us.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

We began trading on the OTCBB effective January 31, 2012. The following table sets forth the high and low trade information for our common stock for each quarter since inception of trading. The prices reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual transactions.

Quarter Ended	Low Price		High Price
June 30, 2013	$	0.0011	$	0.0025
September 30, 2013	$	0.0017	$	0.0033
December 31, 2013	$	0.0015	$	0.0034
March 31, 2014	$	0.0016	$	0.0030
June 30, 2014	$	0.0017	$	0.0040
September 30, 2014	$	0.0016	$	0.0030
December 31, 2014	$	0.0013	$	0.0024
March 31, 2015	$	0.0011	$	0.0021

Holders

There are approximately 36 holders of record of Firefish’s common stock as of March 31, 2015.

Transfer Agent

Our transfer agent is Pacific Stock Transfer of 500 E. Warm Springs Road, Suite 240, Las Vegas, NV 89119.

Dividend Policy

Holders of Firefish’s common stock are entitled to receive such dividends as may be declared by the Company’s board of directors. The Company has not declared or paid any dividends on the Company’s common shares and it does not plan on declaring any dividends in the near future. The Company currently intends to use all available funds to finance the operation and expansion of its business.

Recent Sales of Unregistered Securities

Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited consolidated 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.

The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of March 31, 2015, and for each of the years in the two-year period then ended, includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.

PLAN OF OPERATIONS

We were incorporated in Nevada in April 2008. We are an early stage company and have had limited business operations. We have concentrated our efforts on developing a business plan, creating our websites and proprietary technologies and launching small scale operations. Those activities included, but were not limited to, securing initial capital in order to fund our operations.

While we have generated sustained revenue streams from intended operations, the Company currently has limited liquidity, and does not yet have enough revenues sufficient to cover operating costs over an extended period of time. We will need substantial additional capital to support our proposed operations. We have no committed source for any funds as of date here. 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, and could fail in business as a result of these uncertainties.

RESULTS OF OPERATIONS

For the Year Ended March 31, 2015 Compared to the Year Ended March 31, 2014

During the year ended March 31, 2015, we recognized revenues of $144,305, compared to revenues of $176,072 from our operational activities during the year ended March 31, 2014. The decrease in sales of $31,767 or 18.0% was a result of lower revenues from our book resale and training and customization services compared to the previous year. However, that decrease was in part made up by increased revenues from our school competition the Primary Olympiad, which will continue to be our primary focus going forward.

Costs of sales decreased to $56,473 during the year ended March 31, 2015 from $70,411 during the year ended March 31, 2014, a decrease of $13,938 or 19.8%. This is due to the reduced revenues from the book resale and training and customization business and also due to a change in the nature of contracts received for book resale and training and customization where larger proportions of training and customization, resulted in increase in the use of contract labor.

During the year ended March 31, 2015, we incurred general and administrative expenses of $90,424 compared to general and administrative expenses of $101,962 during the year ended March 31, 2014, a decrease of $11,538 or 11.3%. The decrease in general and administrative expense was directly related to the Company's emphasis on reducing costs related to administrative labor and travel and entertainment. The Company expects future changes in general and administrative expenses to be minimal.

LIQUIDITY

At March 31, 2015, the Company had total current assets of $25,141, consisting of $6,737 in cash and $18,404 in accounts receivable. At March 31, 2014, the Company had total current assets of $12,366, consisting of $428 in cash, $9,494 in accounts receivable and $2,444 in other current assets.

During the year ended March 31, 2015, the Company used cash of $9,522 in its operational activities consisting of a net loss of $62,592 and changes in operating accounts of $53,070. During the year ended March 31, 2014, the Company used cash of $33,220 in its operational activities consisting of a net loss of $56,130, non-cash adjustments of $22,164, amortization of debt discount of $21,665 and changes in operating accounts of $23,409. The improvement during the current year directly related to the Company Chief Executive Officer deferring payment on 100% of his fiscal 2015 compensation, whereby in the prior year payments of approximately $23,000 were made.

During the year ended March 31, 2015, the Company received $15,353 from its financing activities compared to $27,111 during the year ended March 31, 2014. The funds received in fiscal 2015 included $5,893 from related party advances and $9,460 from contributed capital from a shareholder. The funds received in fiscal 2014 included $11,804 from related party advances and $50,000 from the sale of common stock. The Company used the proceeds received to fund operations and to pay off short term convertible debt.

Short Term.

On a short-term basis, the Company has not generated revenues sufficient to cover operations. Based on prior history, the Company will continue to have insufficient revenue to satisfy current and recurring costs as it continues its small scale operations. For short term needs the Company will be dependent on receipt, if any, of proceeds from financing activities.

Capital Resources

The Company has only common stock as its capital resource. Firefish has no material commitments for capital expenditures within the next year, however if operations are scaled up, substantial capital will be needed to pay for advertising and further development of websites and proprietary technologies.

Need for Additional Financing

The Company does not have capital sufficient to meet its cash needs. The Company will have to seek loans or equity placements to cover such cash needs.

No commitments to provide additional funds have been made by the Company’s management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to Firefish to allow it to cover the Company’s expenses as they may be incurred.

The Company will need substantial additional capital to support its proposed operations. The Company has had a short history of generating revenues. The Company has no committed source for any funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and could fail in business as a result of these uncertainties.

There is no assurance that the Company will achieve additional monies or financing will be available in the future or, if available, will be at favorable terms. In the event that the Company is unable to raise funds through the sale of its shares, the Company will have substantially less funds available to engage in its operational activities.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited consolidated financial statements of Firefish, Inc. and subsidiary for the years ended March 31, 2015 and 2014 begin on page F-1 at the end of the document.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

KLJ & Associates, LLP

On July 25, 2014, Silberstein Ungar, PLLC (the “Former Accountant”) notified our company that its principals joined the accounting firm of KLJ & Associates, LLP. As a result of the transaction, on July 25 2014, the Former Accountant resigned as our company’s independent registered public accounting firm and our company engaged KLJ & Associates, LLP (the “New Accountant”) as our company’s independent registered public accounting firm. The engagement of the New Accountant was approved by our company’s board of directors.

The Former Accountant’s audit reports on the financial statements of our company for the fiscal years ended March 31, 2014 and 2013 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of the Former Accountant on our company’s financial statements for the fiscal years ended March 31, 2014 and 2013 contained an unqualified opinion with an emphasis of a matter regarding our company’s ability to continue as a going concern.

During the fiscal years ended March 31, 2014 and 2013, and through July 25, 2014 there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended March 31, 2014 and 2013 and prior to July 25, 2014, the Company did not consult with the New Accountant regarding (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did the New Accountant provide advice to our company, either written or oral, that was an important factor considered by our company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(2) of Regulation S-K).

BF Borgers CPA PC

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

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

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

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

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

(i) Inadequate segregation of duties and effective risk assessment.

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

Other than as disclosed above, there were no reportable events during the fiscal years ended March 31, 2015 and 2014, and through the period ended June 1, 2015. The Company’s Board of Directors discussed the subject matter of each reportable event with the Former Accountant. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited period by the Former Accountant, including with respect to the subject matter of each reportable event.

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

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

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure.

Management, after evaluating the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as of March 31, 2015 (the "Evaluation Date") concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were not effective to ensure that material information relating to the Company would be made known to them by individuals within those entities, particularly during the period in which this annual report was being prepared and that information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of the year ended March 31, 2015. The Company 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 the March 31, 2015 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.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

There was no change in the Company’s internal control over financial reporting that occurred during the fiscal year ended March 31, 2015, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information as to persons who currently serve as Firefish, Inc. directors or executive officers, including their ages as of March 31, 2015.

Name	Age	Position

Harshawardhan Shetty	42	President, Chief Executive Officer, Principal Financial and Accounting Officer and Director

Term of Office

Our Directors are appointed for an initial term of one year or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board or the Shareholders of the Company. We may have staggered terms when the number of directors increases to seven or more.

Significant Employees

We have one significant employee: Harshawardhan Shetty, who serves as our President and CEO. We have a written employment agreement with Mr. Shetty.

Biographical Information

Harshawardhan Shetty, Sole Officer and Director since 2008

Presently, Mr. Shetty is the sole officer and director of Firefish. Prior to his founding Firefish in April of 2008, Mr. Shetty was employed as an Investment Banker in the Media and Telecommunications franchise of Citigroup Global Markets in New York, NY from August 2007 until May of 2008. From August 2005 until May 2007, Mr. Shetty was a student at the Tuck Business School at Dartmouth, where he received his MBA. Prior to attending Tuck, Mr. Shetty was employed as a manager in strategy and business development at a large Indian based NGO, Pratham, based in Mumbai India, where he served from December of 2003 until June of 2005. Mr. Shetty was also previously employed at i2 Technologies, based in Dallas, Texas, in consulting and business development and at Infosys, in Bangalore, India, as a computer programmer. Mr. Shetty has a bachelor of technology degree in Mechanical Engineering from IIT Madras and a Master of Science degree in Mechanical Engineering from the University of Maryland, College Park.

Number of Directors. Our board of directors currently consists of one person. Our bylaws provide that the board of directors may consist of such number of directors as determined by the Board of Directors from time to time.

We may seek to add to our board independent directors, at a future date, who are qualified and willing to serve on our board. Once we add a sufficient number of independent directors into our board, we intend to comply with Securities & Exchange Commission, stock exchange, and FINRA rules regarding board members, committees and other corporate governance standards. There can be no assurance that we will be successful in attracting independent directors.

Independent Directors. None of our current Directors are “independent,” as defined in rules promulgated by the Securities & Exchange Commission, NASDAQ, or various stock exchanges.

Committees. Our board of directors currently does not have an audit committee, compensation committee or any other committee. We are looking for a suitable candidate who meets the definition of “financial expert” and would be independent, to join our board of directors and chair our audit committee. We intend to form an audit committee, compensation committee and other committees of our Board when we recruit additional independent directors, including a financial expert and other directors with the experience necessary for audit committee membership.

Code of Ethics. We have not adopted a code of ethics applicable to our executives, as defined by applicable rules of the SEC. We intend to adopt a code of ethics after we recruit independent directors and when we do, the code will be publicly available on our web site at www.firefish.in. If we make any amendments to our code of ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our code of ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our web site at www.firefish.in and/or in a report on Form 8-K filed with the SEC.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to officers and board members during the fiscal years ended March 31, 2015 and 2014. The table sets forth this information for Firefish Inc., including salary, bonus, and certain other compensation to the Board members and named executive officers for the past two fiscal years and includes all Board Members and Officers as of March 31, 2015.

SUMMARY EXECUTIVES COMPENSATION TABLE

Name & Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)

Harshawardhan Shetty, President, CEO and Principal Financial & Accounting Officer (1)	2015 2014	$60,000 $60,000	0 0	0 0	0 0	0 0	0 0	0 0	$60,000 $60,000

(1)	The Company has entered into an Employment Agreement with Harshawardhan Shetty dated November 12, 2008.

On November 12, 2008, Mr. Shetty entered into an Employment Agreement with the Company. The Employment Agreement provides that Mr. Shetty may receive a monthly salary of $5,000, which he has begun to draw as of August 1, 2008. The Employment Agreement provides that our sole executive officer is eligible to participate in our equity incentive plans and other employee benefit programs, if any. However, there can be no assurance that we will adopt such plans.

Mr. Shetty’s employment is “at will” and therefore his Employment Agreement does not have a date of termination. Mr. Shetty’s employment can be terminated with or without cause. As Mr. Shetty is the sole director and officer of the Company and as such the terms of his employment agreement have not been negotiated with or approved by a disinterested third party.

As of March 31, 2015 and 2014, Harshawardhan Shetty was due $248,985 and $188,985, in connection with his accrued salary, respectively.

Director Compensation

Currently members of the Board of Directors do not receive compensation for their services as Board members. The Company may adopt a policy which will compensate existing and/or new board members. Board members may receive additional compensation for participating in the Committees. The amount of any compensation paid to board members and/or committee members will be set and approved by the board based on the Board’s review of compensation paid by companies which are similarly situated to the Company.

The following table sets forth certain information concerning compensation paid to the Company’s directors during the year ended March 31, 2015:

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Non-qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)

Harshawardhan Shetty (1)	$ -0-	$ -0-	$ -0-	$ -0-	$ -0-	$60,000	$60,000

(1)	Mr. Shetty is the sole officer of Firefish and pursuant to the terms of his employment agreement, received a salary of $60,000 during the year ended March 31, 2015.

All of the Company’s officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.

EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity compensation plan or Incentive Stock Option Plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of Firefish, Inc. outstanding common stock by:

·	each person who is known by the Company to be the beneficial owner of five percent (5%) or more of the Company’s common stock;

·	all of the Company’s directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of the Company’s common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of the Company’s common stock that the Company believes was beneficially owned by each person or entity as of June 30, 2015.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner*	Percent of Class (1)
Common shares	Harshawardhan Shetty, President, CEO and Principal Financial & Accounting Officer & Director	66,550,660	52.20%
Common shares	All Directors and Executive Officers as a Group (1 person)	66,550,660	52.20%

(1)	At June 30, 2015, the Company had 127,482,504 shares of its common stock issued and outstanding.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Officers and Directors

We lease office space in Mumbai, India under a one year renewable lease.. Monthly payments are approximately $600.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table represents aggregate fees billed to the Company for the years ended March 31, 2015 and 2014 by their Independent Registered Public Accounting Firms.

	Year Ended March 31,
	2015		2014
Audit Fees	$	26,474	$	17,700
Audit-related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

Total Fees	$	26,474	$	17,700

All audit work was performed by the auditors' full time employees.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following is a complete list of exhibits filed as part of this Form 10K. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.


(a)		Audited consolidated financial statements for years ended March 31, 2015 and 2014

Exhibit Number	Description
3.1	Articles of Incorporation*
3.2	Bylaws*
4.1	Specimen Common Stock Certificate*
4.2	Subscription Agreement between the Company and Genesis Venture Fund India I, LP on June 30, 2008*
5.1	Opinion of Zoma Law Group, LLC.*
10.1	Employment Agreement between the Company and Harshawardhan Shetty on November 12, 2008*
10.2	Form of Common Stock Subscription Agreement between the Company and Investors dated June 20, 2008*
10.3	Services Agreement between the Company, Zoma Ventures, LLC and Genesis Venture Fund India I, LP dated June 30, 2008*
31.1	Certification of Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act**
32.1	Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act**
101.INS	XBRL Instance Document***
101.SCH	XBRL Schema Document***
101.CAL	XBRL Calculations Linkbase Document***
101.DEF	XBRL Definition Linkbase Document***
101.LAB	XBRL Labels Linkbase Document***
101.PRE	XBRL Presentation Linkbase Documen***

*Previously Filed

** Filed herewith

*** 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 Acto of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

FIREFISH, INC.

Consolidated Financial Statements for the Years Ended March 31, 2015 and 2014

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements of Firefish, Inc. and Subsidiary

	Reports of Independent Registered Public Accounting Firms	F-1

	Consolidated Balance Sheets as of March 31, 2015 and 2014	F-3

	Consolidated Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2015 and 2014	F-4

	Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2015 and 2014	F-5

	Consolidated Statements of Cash Flows for the Years Ended March 31, 2015 and 2014	F-6

	Notes to the Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Firefish, Inc.

We have audited the accompanying consolidated balance sheet of Firefish, Inc. and Subsidiary as of March 31, 2015 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Firefish, Inc. and Subsidiary as of March 31, 2015, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred cumulative net losses since inception and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA PC

Lakewood, Colorado

July 14, 2015

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Firefish, Inc.

We have audited the accompanying consolidated balance sheet of Firefish, Inc. and Subsidiary as of March 31, 2014 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Firefish, Inc. and Subsidiary as of March 31, 2014, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Silberstein Ungar, PLLC

Bingham Farms, Michigan

June 25, 2014

F - 2

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

	March 31,			March 31,
	2015			2014

ASSETS

CURRENT ASSETS
Cash	$	6,737		$	428
Accounts receivable		18,404			9,494
Other current assets		-			2,444

TOTAL CURRENT ASSETS		25,141			12,366

TOTAL ASSETS	$	25,141		$	12,366

LIABILITIES & STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	18,761		$	19,225
Accrued expenses - related party		248,985			188,985
Advances - related party		18,429			12,536

TOTAL CURRENT LIABILITIES		286,175			220,746

Commitments and contingencies

STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 127,482,504 shares issued and outstanding at March 31, 2015 and March 31, 2014		127,483			127,483
Additional paid-in capital		427,889			418,429
Accumulated other comprehensive loss		(4,479	)		(4,957	)
Accumulated deficit		(811,927	)		(749,335	)

TOTAL STOCKHOLDERS' DEFICIT		(261,034	)		(208,380	)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	25,141		$	12,366


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

F - 3

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Year Ended
	March 31,
	2015			2014


REVENUES	$	144,305		$	176,072
COST OF REVENUES		56,473			70,411
GROSS MARGIN		87,832			105,661

OPERATING EXPENSES:
General and administrative		90,424			101,962
General and administrative - related party		60,000			60,000

TOTAL OPERATING EXPENSES		150,424			161,962

LOSS FROM OPERATIONS		(62,592	)		(56,301	)

OTHER EXPENSE (INCOME):
Interest expense		-			21,993
Gain on change in fair value of derivative liability		-			(22,164	)

TOTAL OTHER (INCOME) EXPENSE		-			(171	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(62,592	)		(56,130	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS		(62,592	)		(56,130	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment income (loss)		478			(519	)

COMPREHENSIVE LOSS	$	(62,114	)	$	(56,649	)

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

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		127,482,504			125,541,642

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

F - 4

Firefish, Inc. and Subsidiary
Consolidated Statement of Stockholders' Deficit


								Accumulated
					Additional			Other						Total
	Common Stock				Paid-In			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital			Income (Loss)			Deficit			Deficit

Balance as of March 31, 2013		117,116,650	$	117,117	$	348,077		$	(4,438	)	$	(693,205	)	$	(232,449	)

Common Stock Issued for Cash		5,000,000		5,000		45,000			-			-			50,000
Conversion of Convertible Debt into Common Stock		5,365,854		5,366		(966	)		-			-			4,400
Derivative Liability Reclassed to Equity		-		-		26,318			-			-			26,318
Cumulative Translation Adjustment		-		-		-			(519	)		-			(519	)
Net Loss		-		-		-			-			(56,130	)		(56,130	)
Balance as of March 31, 2014		127,482,504		127,483		418,429			(4,957	)		(749,335	)		(208,380	)

Contributed Capital from Shareholder		-		-		9,460			-			-			9,460
Cumulative Other Comprehensive Income (Loss)		-		-		-			478			-			478
Net Loss		-		-		-			-			(62,592	)		(62,592	)
Balance as of March 31, 2015		127,482,504	$	127,483	$	427,889		$	(4,479	)	$	(811,927	)	$	(261,034	)

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

F - 5

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the Year Ended
	March 31,
	2015			2014

OPERATING ACTIVITIES
Net loss	$	(62,592	)	$	(56,130	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair market value of derivative liabilities		-			(22,164	)
Amortization of debt discount		-			21,665
Changes in operating assets and liabilities:
Accounts receivable		(8,910	)		(9,434	)
Prepaids and other current assets		2,444			(2,444	)
Accounts payable and accrued expenses		(464	)		(1,932	)
Accounts payable and accrued expenses - related party		60,000			37,219
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(9,522	)		(33,220	)

FINANCING ACTIVITIES
Net advances - related party		5,893			11,804
Contributed capital from shareholder		9,460			-
Payments on long-term debt		-			(11,993	)
Proceeds from sale of common stock		-			50,000
Payments on convertible note payable		-			(22,700	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		15,353			27,111

FOREIGN CURRENCY EFFECT ON CASH		478			(519	)

NET INCREASE IN CASH		6,309			(6,628	)

CASH - Beginning of period		428			7,056

CASH - End of period	$	6,737		$	428

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

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

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

F - 6

1. Nature of Business and Operations

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, Math and Science competency competition referred to as the Primary Olympiad.

2. Summary of Significant Accounting Policies

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”) using the accrual basis of accounting. Outlined below are those policies considered particularly significant.

Going Concern

The accompanying consolidated 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, as of March 31, 2015 has incurred cumulative net losses of $811,927 since inception and has a working capital deficit of $261,034. The Company currently has limited liquidity, and does not yet have enough revenues sufficient to cover operating costs over an extended period of time. These factors cause substantial doubt about the Company's ability to continue as a going concern. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

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.

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

F - 7

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

As of March 31, 2015 and 2014, the Company' s cash was considered a level 1 instrument. The Company does not have any level 2 and 3 instruments.

Principles of Consolidation

The consolidated 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 income 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 no common stock equivalents as of March 31, 2015 and 2014.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Accounts Receivable

Accounts receivable are reported net of allowance for expected losses. It represents the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are charged to operations in the year in which those differences are determined, with an offsetting entry to a valuation allowance. As of March 31, 2015 and 2014, there have been no such charges.

Revenue Recognition

The Company recognizes revenues from (1) consulting, educational and text message marketing services and (2) sponsored competition entry fees when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. Revenues from consulting, educational and marketing services are generally recognized when the services have been performed as long as the other criteria have been met. Revenues from educational sponsored events, such as our English Olympiad, are recognized when the event has taken place. Revenues from the resale of educational materials are recognized when shipped to the customer and all other tests of revenue recognition disclosed above are met. As of March 31, 2015 and 2014, we have no deferred revenues or costs related to our annual English Olympiad our competition took place in January and February and all previously deferred revenues and costs were recognized.

F - 8

Comprehensive Income (Loss)

The Company recorded other comprehensive income (loss) for the years ended March 31, 2015 and 2014 of $478 and ($519), respectively, as the result of currency translation adjustments.

Derivative Financial Instruments

The provisions of ASC 815 - “Derivatives and Hedging” applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined ASC 815 and to any freestanding financial instruments that are potentially settled in an entity's own common stock. The guidance impacts the Company's consolidated financial statements and position due to embedded conversion feature on a note payable in which the conversion price resets at current market prices.

Convertible Debt

If a conversion feature of conventional convertible debt is not accounted for as a derivative instrument and provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount. In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred.

Income Taxes

The Company follows ASC Accounting Standards Codification (“ASC”) 740, Income Taxes for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision becoming known.

F - 9

Net deferred tax assets consist of the following components as of:

	March 31,
	2015			2014

Net operating loss		113,230			112,219
Accrued liabilities		97,104			73,704
Valuation allowance		(210,334	)		(185,923	)
Net deferred tax asset		-			-

During the years ended March 31, 2015 and 2014, the valuation allowance increased by $24,411 and $22,085, respectively. At March 31, 2015, the Company had approximately $356,000 of federal and state gross net operating losses available. The net operating loss carry forward, if not utilized, will begin to expire in 2032 for federal purposes and 2022 for state purposes.

Reconciliation of the U.S. federal statutory rate do the actual rate are as follows for the years ended December 31:

	March 31,
	2014			2013

Income tax expense at statutory rate		(24,411	)		(21,891	)
Permanent differences		-			(194	)
Valuation allowance		24,411			22,085
Income tax expense per books		-			-

Based on the available objective evidence, including the Company’s limited operating history and current liabilities in excess of assets, management believes it is more likely than not that the net deferred tax assets at March 31, 2015 and 2014, will not be fully realizable. Due to the uncertainty surrounding realization of the deferred tax asset, the Company has provided a full valuation allowance against its net deferred tax assets at March 31, 2015 and 2014.

The Company files income tax returns in the Indian jurisdiction only. Income tax returns filed for fiscal years 2012 and earlier are not subject to examination by U.S. federal state tax authorities. Income tax returns for fiscal years 2012 through 2015 remain open to examination by tax authorities in India. The Company believes that it has made adequate provisions for all income tax uncertainties pertaining to these open tax years.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Stock-based Compensation

As of March 31, 2015, the Company has not issued any share-based payments to its employees or third-party consultants. The Company will account for stock options issued to employees and consultants under ASC 718 Compensation-Stock Compensation. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period.

F - 10

The Company will measure compensation expense for its non-employee stock-based compensation under ASC 505 Equity. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

Concentration of Risks

During the year ended March 31, 2015, one customer accounted for 34.4% of revenues, and one customer accounted for 100% of accounts receivable at March 31, 2015. During the year ended March 31, 2014 one customer accounted for 36% of revenues. Management believes the loss of these customers would have a material impact on the Company’s financial position, results of operations, and cash flows.

Foreign Exchange

The consolidated financial statements are presented in United States Dollars, (“USD”), the reporting currency. The functional currency for the financial statements is Indian Rupees and in accordance with ASC Topic 830, "Foreign Currency Matters", foreign denominated monetary assets and liabilities are translated to their USD equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses were translated at the prevailing rate of exchange at the date of the transaction. Related translation adjustments are reported as a separate component of stockholder’s deficit, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Recent Accounting Pronouncements

In May 2014, the FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this new guidance on the Company's consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern", which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early application is permitted. Management is still in the process of assessing the impact of ASU 2014-15 on the Company’s consolidated financial statements.

3. Convertible Notes

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 incurred interest at 8.0% per annum and was due on June 13, 2013. During the year ended March 31, 2013, the holder converted $5,400 into 5,400,000 shares of common stock. During the year ended March 31, 2014, the holder converted $4,400 into 5,365,854 shares of common stock and the remaining $22,700 in principal plus accrued interest was repaid.

The notes were convertible into common shares after six months and the conversion price was calculated by multiplying 51% (49% discount to market) by the lowest closing bid price during the 30 days prior to the conversion date. The notes were used to fund operations.

F - 11

Since the notes were only convertible after six months, the Company accounted for the derivative liability upon the note becoming convertible if not extinguished. Derivative accounting applied upon the conversion feature being available to the holder, as it was variable and did not have a floor as to the number of common shares in which could be converted.

In addition, the fees paid to the lender for the notes totaled, $2,500, were accounted for as an on issuance discount resulting in a $2,500 discount to the convertible notes. The discounts were fully amortized to interest expense during the year ended March 31, 2013.

Derivative Liabilities

Commencing March 11, 2013, the Company's $32,500 convertible note issued on September 11, 2012, was convertible into common stock. The Company determined that since the conversion price was variable and 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 each note upon the initial date the note became convertible. 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.

Note Issued September 11, 2012

On March 11, 2013, the Company recorded the fair market value of the derivative liability of $47,885, resulting in a full discount to the note. The discount is being amortized over the term of the note. During the year ended March 31, 2014, $21,667 of the discount was amortized to interest expense with no remaining unamortized discount.

During the year ended March 31, 2014, the holder of the convertible notes converted $4,400 of principal into common stock and was repaid the remaining balance of $22,700. The derivative liability of $26,318 associated with the converted and paid principal was credited to additional paid-in capital at the time of conversion and payment. Based on the revaluation of the derivative liability as of date of conversion/payment, the Company recognized a gain on the change in fair value of derivative liability of $22,164 during the year ended March 31, 2014.

See the table below for the range of inputs used to determine the value of the derivative liability using the Black-Scholes pricing model.

	Range of Inputs
	Used During
	the Year Ended
	March 31, 2014
Annual dividend yield		-
Expected life (years)		0.01
Risk-free interest rate		0.05	%
Expected volatility		399	%

4. Long-term Debt

On December 8, 2012 the Company borrowed $11,993 from an individual under a long-term note. Under the terms of the note agreement, the note incurred zero percent interest and could not be called prior to April 2, 2014. In April 2013, the note was repaid.

F - 12

5. Stockholders' Deficit

On April 5, 2012, the Company amended the articles of incorporation to increase the number of authorized shares from 100,000,000 to 1,000,000,000 shares. In addition, effective April 18, 2012, the Company enacted a forward stock split of 10 to 1 shares. All share and per share amounts included herein have been changed to reflect this forward stock split.

In June 2013, the Company sold 5,000,000 shares of common stock at $0.01 to a third party for proceeds of $50,000.

During the year ended March 31, 2015, a shareholder contributed $9,460 in capital to be used for operations.

See Note 3 for discussion regarding the issuance of common stock on the conversion of note payable.

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 March 31, 2015 and 2014, included within accounts payable and accrued expenses - related parties is accrued salary and payroll taxes due under the agreement of $248,985 and $188,985, respectively.

In addition, from time to time the Company's Chief Executive Officer makes payments in connection with the Company's operations. These advances do not incur interest and are due on demand. As of March 31, 2015 and 2014, the Chief Executive Officer was owed $18,429 and $12,536, respectively.

7. Subsequent Events

The Company has evaluated events subsequent to the filing date and has determined that no events, other than those disclosed above, have occurred that would materially affect the consolidated financial statements above.

F - 13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	FIREFISH, INC.

Dated: July 14, 2015
By:	/s/ Harshawardhan Shetty
	Harshawardhan Shetty,
	President, CEO and Principal Financial & Accounting Officer & Director

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT

I, Harshawardhan Shetty, certify that:

1.	I have reviewed this annual report on Form 10-K of Firefish, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 14, 2015

	/s/ Harshawardhan Shetty
	Harshawardhan Shetty
	(Principal Executive Officer, Chief Executive Officer and Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Firefish, Inc. (the "Company") on Form 10-K for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Harshawardhan Shetty, Principal Executive Officer, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 14, 2015

	/s/ Harshawardhan Shetty
	Harshawardhan Shetty
	Harshawardhan Shetty, (Principal Executive Officer, Chief Executive Officer and Principal Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Gifa (PK) (USOTC:GIFX)
Historical Stock Chart
From Nov 2024 to Dec 2024