10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 10Q

_________________

(Mark One)

 [ X ]        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[   ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 333-156637

FIREFISH, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-2515882
(State of Incorporation)	(IRS Employer ID Number)

244 5th_Avenue, Suite 200, New York, NY 10001

 (Address of principal executive offices)

(917) 310-4718 

(Registrant's Telephone number)

Indicate by check mark  whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the  past 12 months (or for such  shorter  period that the  registrant  was required  to file  such  reports),  and  (2)  has  been  subject  to the  filing requirements for the past 90 days. Yes [X]  No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [ ]     No []

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [  ]No [X]

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of November 11, 2014 there were 127,482,504 shares of the registrant’s common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (Unaudited)		Page
	Balance Sheets – September 30, 2014 and March 31, 2014  (Unaudited)	F-1
	Statements of Operations and Comprehensive Loss -	F-2
	Three and six months ended September 30, 2014 and 2013(Unaudited)
	Statements of Cash Flows –	F-3
	Three and six months ended September 30, 2014 and 2013 (Unaudited)
	Notes to the Consolidated Financial Statements (Unaudited)	F-4
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
Item 3.  Quantitative and Qualitative Disclosures About Market Risk – Not Applicable		3
Item 4. Controls and Procedures		3
Item 4T.  Controls and Procedures		3
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings –Not Applicable		4
Item 1A.  Risk Factors - Not Applicable		4
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  - Not Applicable		4
Item 3. Defaults Upon Senior Securities – Not Applicable		4
Item 4. Mine Safety Disclosures – Not Applicable		4
Item 5.  Other Information – Not Applicable		4
Item 6.  Exhibits		4
SIGNATURES		5

PART I

ITEM 1. FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Financial Statements of Firefish, Inc. and subsidiary
	Consolidated Balance Sheets as of September 30, 2014 and March 31, 2014 (Unaudited)	F-1
	Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended September 30, 2014 and 2013 (Unaudited)	F-2
	Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013 (Unaudited)	F-3
	Notes to the Consolidated Financial Statements (Unaudited)	F-4

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	September 30,			March 31,
	2014			2014
ASSETS
CURRENT ASSETS
Cash	$	36,424		$	428
Accounts receivable		6,423			9,494
Deferred cost of sales		28,239			-
Other current assets		2,444			2,444
TOTAL CURRENT ASSETS		73,530			12,366
TOTAL ASSETS	$	73,530		$	12,366
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	5,565		$	19,225
Accrued expenses - related party		218,985			188,985
Advances - related party		18,231			12,536
Deferred revenue		118,801			-
TOTAL CURRENT LIABILITIES		361,582			220,746
STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 127,482,504 shares issued and outstanding at September 30, 2014 and March 31, 2014		127,483			127,483
Additional paid-in capital		418,429			418,429
Accumulated other comprehensive income		(4,089	)		(4,957	)
Accumulated deficit		(829,875	)		(749,335	)
TOTAL STOCKHOLDERS' DEFICIT		(288,052	)		(208,380	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	73,530		$	12,366

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

F - 1

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
	For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
REVENUES	$	-		$	7,791		$	3,766		$	56,201
COST OF REVENUES		-			695			-			12,334
GROSS MARGIN		-			7,096			3,766			43,867
OPERATING EXPENSES:
General and administrative		22,884			31,145			54,306			52,711
General and administrative - related party		15,000			15,000			30,000			30,000
TOTAL OPERATING EXPENSES		37,884			46,145			84,306			82,711
LOSS FROM OPERATIONS		(37,884	)		(39,049	)		(80,540	)		(38,844	)
OTHER EXPENSE (INCOME):
Interest expense (income)		-			(61	)		-			21,993
Gain on change in fair value of derivative liability		-			-			-			(22,164	)
TOTAL OTHER (INCOME) EXPENSE		-			(61	)		-			(171	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(37,884	)		(38,988	)		(80,540	)		(38,673	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS		(37,884	)		(38,988	)		(80,540	)		(38,673	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment loss		661			(896	)		868			(1,226	)
COMPREHENSIVE LOSS	$	(37,223	)	$	(39,884	)	$	(79,672	)	$	(39,899	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING		127,482,504			127,482,504			127,482,504			123,611,386

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

F - 2

FIREFISH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Six Months Ended
	September 30,
	2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	(80,540	)	$	(38,673	)
Adjustments to reconcile net income (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		3,071			60
Deferred cost of sales		(28,239	)		(24,822	)
Accounts payable and accrued expenses		(13,660	)		(5,698	)
Accounts payable and accrued expenses - related party		30,000			12,261
Deferred revenue		118,801			59,888
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		29,433			2,517
FINANCING ACTIVITIES
Net advances - related party		5,695			(732	)
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		5,695			14,575
FOREIGN CURRENCY EFFECT ON CASH		868			(1,226	)
NET INCREASE IN CASH		35,996			15,866
CASH - Beginning of period		428			7,056
CASH - End of period	$	36,424		$	22,922
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 - 3

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.  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, 2014, we had $118,801 in deferred revenues and $28,239 in deferred costs related to our annual English Olympiad. The competition typically takes place in January and February and all deferred revenues and costs will be recognized at that time.

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 $830,000 since inception and has a working capital deficit of approximately $288,000.  The Company currently has limited liquidity, and does not yet have 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, 2014, and the results of its operations and cash flows for the six months ended September 30, 2014 and 2013. 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, 2014.

F - 4

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 were no common stock equivalents outstanding as of September 30, 2014 and 2013.

Concentration of Risks

During the six months ended September 30, 2014, two customers accounted for 52.8% and 29.3% of revenues, respectively. During the three months ended September 30, 2013, two customers accounted for 63.9% and 24.3% of revenues, respectively. Management believes the loss of these customers would not have a material impact on the Company’s financial position, results of operations, and cash flows.

3.             Convertible Note and Derivative Liability

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 did not contain a floor, the conversion feature represented a derivative liability.

The Company calculated the derivative liability related to the convertible note issued on September 11, 2012 using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of $47,885, resulting in a full discount to the note, with the excess fair value of the derivative liability over the convertible note of $15,385 charged immediately to expense during the year ended March 31, 2013. The discount was being amortized over the term of the note. During the six months ended September 30, 2014 and 2013, $0 and $21,665, respectively, of the discount was amortized to interest expense.

During the six months ended September 30, 2013, the holder of the convertible notes converted $4,400 of principal into 5,365,854 shares of 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.

F - 5

FIREFISH, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.             Long-term Debt

On December 8, 2012 the Company borrowed $11,993 from a third party under a long-term note.  Under the terms of the agreement, the note incurred zero percent interest and had no specified maturity date.  Imputed interest on the note was insignificant.  In June 2013, the long-term note was paid in full.

5.             Common Stock

In June 2013, the Company sold 5,000,000 shares of common stock for proceeds of $50,000.

See Note 3 for discussion regarding $4,400 of convertible notes payable converted into 5,365,854 shares of 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, 2014, included within accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $218,985.

In addition, from time to time the Company's Chief Executive Officer advances monies to fund operations. These advances do not incur interest and are due on demand. As of September 30, 2014, advances owed were $18,231.

7.             Subsequent Events

Management has assessed subsequent events subsequent to September 30, 2014 through the date of issuance of these consolidated financial statements, and has determined it does not have any material subsequent events to disclose in these consolidated financial statements.

F - 6

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, 2014 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, 2014 Compared to the Three Months Ended September 30, 2013

During the three months ended September 30, 2014, we recognized revenues of $0 compared to $7,791 during the three months ended September 30, 2013. The decrease of $7,791 was the result of decreased revenues from our book resale and services business and the deferral of revenues during the current quarter.  Revenues during fiscal 2014 and 2013, consist primarily of educational services/products related to training for young learners and young adults which was launched during fiscal 2011. During the three months ended September 30, 2014, we recognized a cost of sales of $0 resulting in gross profit of $0; compared to cost of sales of $695 and gross profit of $7,096 during the same period in 2013.  The decrease in revenues and cost of revenues in the current period was a result of decreased revenue from our book resale and services business as we have moved our primary to focus to the annual English Olympiad.

During the three months ended September 30, 2014, we incurred operational expenses of $37,884 compared to $46,145 during the three months ended September 30, 2013. The $8,261 decrease was a result of decrease in professional and general administrative costs due to our focus on reducing our cost structure.

1

For the Six Months Ended September  30, 2014 Compared to the Six  Months Ended September 30, 2013

During the six months ended September 30, 2014, we recognized revenues of $3,766 compared to $56,201 during the six months ended September 30, 2013.  The decrease of $52,435 was the result of decreased revenues from our book resale and services business.  Revenues during the prior fiscal 2014 and 2013 consisted primarily of educational services/products related to training for young learners and young adults which was launched during fiscal 2011. Whereas in fiscal 2015, most of our revenue will be from the English Olympiad which is to take place in January and February 2015. During the six months ended September 30, 2104, we recognized a cost of sales of $0 resulting in gross profit of $3,766; compared to cost of sales of $12,334 and gross profit of $43,867 during the same period in 2013.  The decrease in revenues and cost of revenues in the current period was a result of decreased revenue from our book resale and services business as we have moved our primary to focus to the annual English Olympiad.

During the six months ended September 30, 2014, we incurred operational expenses of $84,306 compared to $82,711 during the six months ended September 30, 2013. The $1,595 increase was insignificant and due to a slight increase in professional fees in the first quarter.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2014, we have total current assets of $73,530, consisting of cash, accounts receivable, deferred cost of sales and other current assets.  At September 30, 2014, we have total liabilities of $361,582 and a working capital deficit of $288,052.

During the six months ended September 30, 2014, cash provided by operating activities was $29,433 which included the net loss of $80,540 and changes in operating assets and liabilities of $109,973. The biggest factor during the current year was we collected approximately twice the amount of fees in connection with our annual English Olympiad as compared to the prior period.

During the six months ended September 30, 2013, cash provided by operating activities was $2,517 which included the net loss of $38,673; changes in operating assets and liabilities of $41,689; amortization of the discounts on convertible notes of $21,665 and a $22,164 gain on the change in the fair market value of the Company's derivative liability.

During the six months ended September 30, 2014 and 2013, we did not use or receive any funds from investment activities.

During three months ended September 30, 2014, we received $5,695 in net advances from a related party in which were used to fund operations and $14,575 provided by financing activities in the prior year primarily related to $50,000 in proceeds from the sale of common stock offset by payments on debt and notes payable.

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.

2

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, 2014.  Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of September 30, 2014. Management believes that internal control over financial reporting is not effective. We have identified the following current material weakness considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations:

· Lack of Management review as the Company has one employee that enters into, reviews, and controls all transactions.  The individual is also responsible for financial and regulatory reporting.

This material weakness was first identified by our Chief Executive and Principal Accounting Officer during the year ended March 31, 2010.  This weakness continues to exist as of September 30, 2014 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, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3

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.

Exhibit 31.1	Certification of Chief Executive/Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1	Certification of Principal Executive/Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*

*           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.

4

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIREFISH, INC.
	(Registrant)
Dated: November 12, 2014	By: /s/Harshawardhan Shetty
	Harshawardhan Shetty
	President, Chief Executive Officer and Principal
	Accounting Officer

5

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

CERTIFICATION OF PERIODIC REPORT

I, Harshawardhan Shetty, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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;

4. The registrant's other certifying officer 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)) 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 4th 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.

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.

Dated: November 12, 2014

/s/ Harshawardhan Shetty

(Principal Executive Officer,

Chief Executive Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION

CERTIFICATION OF DISCLOSURE 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 Quarterly Report of Firefish, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2014 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.

Dated: November 12, 2014

/s/ Harshawardhan Shetty

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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.

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5. Common Stock (Details) (USD $)	1 Months Ended	6 Months Ended
	Jun. 30, 2013	Sep. 30, 2013
Details
Development Stage Entities, Stock Issued, Shares, Issued for Cash	5,000,000
Proceeds from Issuance of Common Stock	$ 50,000
Principal converted to common stock		$ 4,400
Principal converted to common stock shares		5,365,854

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4. Long-term Debt

6 Months Ended

Sep. 30, 2014

Notes

4. Long-term Debt

4.         Long-term Debt

On December 8, 2012 the Company borrowed $11,993 from a third party under a long-term note.  Under the terms of the agreement, the note incurred zero percent interest and had no specified maturity date.  Imputed interest on the note was insignificant.  In June 2013, the long-term note was paid in full.

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3. Convertible Note and Derivative Liability

6 Months Ended

Sep. 30, 2014

Notes

3. Convertible Note and Derivative Liability

3.         Convertible Note and Derivative Liability

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 did not contain a floor, the conversion feature represented a derivative liability.

The Company calculated the derivative liability related to the convertible note issued on September 11, 2012 using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of $47,885, resulting in a full discount to the note, with the excess fair value of the derivative liability over the convertible note of $15,385 charged immediately to expense during the year ended March 31, 2013. The discount was being amortized over the term of the note. During the six months ended September 30, 2014 and 2013, $0 and $21,665, respectively, of the discount was amortized to interest expense.

During the six months ended September 30, 2013, the holder of the convertible notes converted $4,400 of principal into 5,365,854 shares of 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.

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Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Mar. 31, 2014
CURRENT ASSETS
Cash	$ 36,424	$ 428
Accounts receivable	6,423	9,494
Deferred cost of sales	28,239
Other current assets	2,444	2,444
TOTAL CURRENT ASSETS	73,530	12,366
TOTAL ASSETS	73,530	12,366
CURRENT LIABILITIES
Accounts payable and accrued expenses	5,565	19,225
Accrued expenses - related party	218,985	188,985
Advances - related party	18,231	12,536
Deferred revenue	118,801
TOTAL CURRENT LIABILITIES	361,582	220,746
STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 127,482,504 shares issued and outstanding at September 30, 2014 and March 31, 2014	127,483	127,483
Additional paid-in capital	418,429	418,429
Accumulated other comprehensive income	(4,089)	(4,957)
Accumulated deficit	(829,875)	(749,335)
TOTAL STOCKHOLDERS' DEFICIT	(288,052)	(208,380)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 73,530	$ 12,366

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1. Nature of Business

6 Months Ended

Sep. 30, 2014

Notes

1. Nature of Business

1.         Nature of Business

Firefish, Inc. (the “Company”) was incorporated in the State of Nevada on April 29, 2008.  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, 2014, we had $118,801 in deferred revenues and $28,239 in deferred costs related to our annual English Olympiad. The competition typically takes place in January and February and all deferred revenues and costs will be recognized at that time.

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2. Summary of Significant Accounting Policies: Concentration of Risks (Details)	3 Months Ended	6 Months Ended
	Sep. 30, 2013	Sep. 30, 2014
Customer 1
Concentration Risk, Customer	63.9%	52.8%
Customer 2
Concentration Risk, Customer	24.3%	29.3%

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4. Long-term Debt (Details) (USD $)	1 Months Ended
	Dec. 31, 2012
Details
Proceeds from Issuance of Long-term Debt	$ 11,993

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2. Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2014

Notes

2. Summary of Significant Accounting Policies

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 $830,000 since inception and has a working capital deficit of approximately $288,000.  The Company currently has limited liquidity, and does not yet have 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, 2014, and the results of its operations and cash flows for the six months ended September 30, 2014 and 2013. 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, 2014.

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 were no common stock equivalents outstanding as of September 30, 2014 and 2013.

Concentration of Risks

During the six months ended September 30, 2014, two customers accounted for 52.8% and 29.3% of revenues, respectively. During the three months ended September 30, 2013, two customers accounted for 63.9% and 24.3% of revenues, respectively. Management believes the loss of these customers would not have a material impact on the Company’s financial position, results of operations, and cash flows.

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Consolidated Balance Sheets Parenthetical (USD $)	Sep. 30, 2014	Mar. 31, 2014
Consolidated Balance Sheets Parenthetical
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock shares issued	127,482,504	127,482,504
Common stock shares outstanding	127,482,504	127,482,504

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2. Summary of Significant Accounting Policies: Principles of Consolidation (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Principles of Consolidation

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.

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Document and Entity Information	6 Months Ended
	Sep. 30, 2014	Nov. 11, 2014
Document and Entity Information
Entity Registrant Name	Firefish, Inc
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001445883
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		127,482,504
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Apr. 29, 2008

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2. Summary of Significant Accounting Policies: Basic Loss Per Common Share (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Basic Loss Per Common Share

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 were no common stock equivalents outstanding as of September 30, 2014 and 2013.

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Consolidated Statements of Operations and Comprehensive Loss (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statements of Operations and Comprehensive Loss
REVENUES		$ 7,791	$ 3,766	$ 56,201
COST OF REVENUES		695		12,334
GROSS MARGIN		7,096	3,766	43,867
OPERATING EXPENSES:
General and administrative	22,884	31,145	54,306	52,711
General and administrative - related party	15,000	15,000	30,000	30,000
TOTAL OPERATING EXPENSES	37,884	46,145	84,306	82,711
LOSS FROM OPERATIONS	(37,884)	(39,049)	(80,540)	(38,844)
OTHER EXPENSE (INCOME):
Interest expense (income)		(61)		21,993
Gain on change in fair value of derivative liability				(22,164)
TOTAL OTHER (INCOME) EXPENSE		(61)		(171)
LOSS BEFORE PROVISION FOR INCOME TAXES	(37,884)	(38,988)	(80,540)	(38,673)
PROVISION FOR INCOME TAXES
NET LOSS	(37,884)	(38,988)	(80,540)	(38,673)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment loss	661	(896)	868	(1,226)
COMPREHENSIVE LOSS	$ (37,223)	$ (39,884)	$ (79,672)	$ (39,899)
BASIC AND DILUTED INCOME (LOSS) PER SHARE	$ 0.00	$ 0.00	$ 0.00	$ 0.00
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	127,482,504	127,482,504	127,482,504	123,611,386

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7. Subsequent Events

6 Months Ended

Sep. 30, 2014

Notes

7. Subsequent Events

7.         Subsequent Events

Management has assessed subsequent events subsequent to September 30, 2014 through the date of issuance of these consolidated financial statements, and has determined it does not have any material subsequent events to disclose in these consolidated financial statements.

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6. Related Party Transactions

6 Months Ended

Sep. 30, 2014

Notes

6. Related Party Transactions

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, 2014, included within accrued expenses - related parties are accrued salary and payroll taxes due under the agreement of $218,985.

In addition, from time to time the Company's Chief Executive Officer advances monies to fund operations. These advances do not incur interest and are due on demand. As of September 30, 2014, advances owed were $18,231.

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3. Convertible Note and Derivative Liability (Details) (USD $)	6 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Details
Short term convertible note gross	$ 32,500	[1]
Fair market value of the derivative liability	47,885
Excess fair value of the derivative liability over the convertible note	15,385
Discount amortized to interest expense	0		21,665
Principal converted to common stock			4,400
Principal converted to common stock shares			5,365,854
Balance Paid			22,700
Derivative liability credited to additional paid-in capital			$ 26,318

[1] Note issued September 11, 2012

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2. Summary of Significant Accounting Policies: Concentration of Risks (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Concentration of Risks

Concentration of Risks

During the six months ended September 30, 2014, two customers accounted for 52.8% and 29.3% of revenues, respectively. During the three months ended September 30, 2013, two customers accounted for 63.9% and 24.3% of revenues, respectively. Management believes the loss of these customers would not have a material impact on the Company’s financial position, results of operations, and cash flows.

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2. Summary of Significant Accounting Policies: Use of Estimates (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Use of Estimates

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. 

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2. Summary of Significant Accounting Policies: Going Concern (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Going Concern

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 $830,000 since inception and has a working capital deficit of approximately $288,000.  The Company currently has limited liquidity, and does not yet have 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.

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2. Summary of Significant Accounting Policies: Basis of Presentation (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Basis of Presentation

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, 2014, and the results of its operations and cash flows for the six months ended September 30, 2014 and 2013. 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, 2014.

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2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

6 Months Ended

Sep. 30, 2014

Policies

Fair Value of Financial Instruments

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.

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2. Summary of Significant Accounting Policies: Going Concern (Details) (USD $)	Sep. 30, 2014
Details
Approximate Net Losses Since Inception	$ 830,000
Approximate Working Capital Deficit	$ 288,000

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6. Related Party Transactions (Details) (USD $)	6 Months Ended
	Sep. 30, 2014	Mar. 31, 2014
Details
Salaries, wages and officers' compensation per month	$ 5,000
Accrued expenses - related party	218,985	188,985
Advances - related party	$ 18,231	$ 12,536

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
OPERATING ACTIVITIES
Net income (loss)	$ (80,540)	$ (38,673)
Adjustments to reconcile net income (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:
Change in Accounts receivable	3,071	60
Change in Deferred cost of sales	(28,239)	(24,822)
Change in Accounts payable and accrued expenses	(13,660)	(5,698)
Change in Accounts payable and accrued expenses - related party	30,000	12,261
Change in Deferred revenue	118,801	59,888
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	29,433	2,517
FINANCING ACTIVITIES
Net advances - related party	5,695	(732)
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	5,695	14,575
FOREIGN CURRENCY EFFECT ON CASH	868	(1,226)
NET INCREASE IN CASH	35,996	15,866
CASH - Beginning of period	428	7,056
CASH - End of period	36,424	22,922
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

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5. Common Stock

6 Months Ended

Sep. 30, 2014

Notes

5. Common Stock

5.         Common Stock

In June 2013, the Company sold 5,000,000 shares of common stock for proceeds of $50,000.

See Note 3 for discussion regarding $4,400 of convertible notes payable converted into 5,365,854 shares of common stock.

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1. Nature of Business (Details) (USD $)	6 Months Ended
	Sep. 30, 2014
Details
Entity Incorporation, State Country Name	Nevada
Entity Incorporation, Date of Incorporation	Apr. 29, 2008
Deferred Revenue	$ 118,801
Deferred cost of sales	$ 28,239