Attached files
| file | filename |
|---|---|
| EX-32.1 - EX - 32.1 - IDdriven, Inc. | ex-32_1.htm |
| EX-31.1 - EX - 31.1 - IDdriven, Inc. | ex-31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10–Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2015
or
[ ] 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: 333-197094
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TIXFI INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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46-4724127
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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6517 Palatine Ave., N, Seattle, WA 98103
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(Address of principal executive offices)
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206-395-3549
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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 [X] No [ ]
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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one).
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of July 10, 2015, there 7,475,000 shares of the issuer's common stock, par value $0.001, outstanding.
TIXFI INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2015
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PAGE
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Item 1.
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3 | |
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Item 2.
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12 | |
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Item 3.
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17 | |
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Item 4.
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17 | |
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Item 1.
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17 | |
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Item 1A.
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17 | |
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Item 2.
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17 | |
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Item 3.
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17 | |
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Item 4.
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17 | |
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Item 5.
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18 | |
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Item 6.
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18 | |
| 19 |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's form 10-K for year ended February 28, 2015 filed with the SEC on May 29, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending February 28, 2016.
TIXFI INC.
INDEX TO CONDENSED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
May 31, 2015
TABLE OF CONTENTS
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Page
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4
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5
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6
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7
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May 31,
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February 28,
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|||||||
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2015
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2015
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash
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$
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2,385
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$
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27,114
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Prepaid expenses
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16,150
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-
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||||||
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Total current assets
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18,535
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27,114
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Total Assets
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$
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18,535
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$
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27,114
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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11,446
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$
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10,294
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Total Liabilities
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11,446
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10,294
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Stockholders' Equity
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Preferred stock, $0.001 par value; 10,000,000 shares authorized;
0 shares issued and outstanding
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-
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-
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Common stock, $0.001 par value; 100,000,000 shares authorized;
7,475,000 and 7,475,000 issued and outstanding, respectively
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7,475
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7,475
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||||||
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Additional paid-in capital
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52,025
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52,025
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Accumulated deficit
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(52,411
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)
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(42,680
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)
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Total stockholders' equity
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7,089
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16,820
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Total Liabilities and Stockholders' Equity
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$
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18,535
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$
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27,114
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||||
The accompanying notes are an integral part of these condensed financial statements.
TIXFI INC.
(Unaudited)
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Three Months Ended
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May 31,
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||||||||
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2015
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2014
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|||||||
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Revenue
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$
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-
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$
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7,399
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Cost of Goods Sold
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-
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6,086
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Gross Profit
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-
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1,313
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Operating Expenses
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||||||||
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General and administrative
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159
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87
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Professional fees
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9,572
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5,203
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Total Operating Expenses
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9,731
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5,290
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||||||
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Loss before income taxes
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(9,731
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)
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(3,977
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)
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Provision for income taxes
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-
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-
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Net Loss
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$
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(9,731
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)
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$
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(3,977
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)
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Basic and diluted net loss per common share
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$
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(0.00
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)
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$
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(0.00
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)
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Basic and diluted weighted-average common shares outstanding
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7,475,000
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5,305,978
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||||||
The accompanying notes are an integral part of these condensed financial statements.
TIXFI INC.
(Unaudited)
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Three Months Ended
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Three Months Ended
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|||||||
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May 31,
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May 31,
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|||||||
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2015
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2014
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|||||||
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Cash flows from operating activities:
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||||||||
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Net loss
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$
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(9,731
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)
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$
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(3,977
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)
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Adjustments to reconcile net loss to net
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||||||||
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cash used in operating activities:
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Changes in assets and liabilities:
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Inventory
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-
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(12,958
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)
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Prepaid expenses
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(16,150
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)
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502
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Accounts payable and accrued liabilities
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1,152
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5,061
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Net cash used in operating activities
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(24,729
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)
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(11,372
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)
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Cash flows from investing activities:
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||||||||
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Net cash used in investing activities
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-
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-
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Cash flows from financing activities:
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Proceeds from issuance of common stock
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-
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19,500
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Net cash provided by financing activities
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-
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19,500
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Net (decrease) increase in cash and cash equivalents
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(24,729
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)
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8,128
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Cash and cash equivalents at beginning of period
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27,114
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5,000
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Cash and cash equivalents at end of period
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$
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2,385
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$
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13,128
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Supplemental disclosure of cash flow information:
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Cash paid during the period for interest
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$
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-
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$
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-
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Cash paid during the period for tax
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$
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-
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$
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-
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The accompanying notes are an integral part of these condensed financial statements.
TIXFI INC.
May 31, 2015
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
TIXFI INC. (the "Company") is a Nevada corporation incorporated on January 27, 2014. It is based in Seattle, WA, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is February 28.
The Company operates as sports and entertainment ticket broker. To date, the Company's activities have been limited to the purchase and resale of tickets for concerts, sporting and other entertainment events and the raising of equity capital.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company's opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 2015 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended February 28, 2015 contained in the Company's form 10-K filed with SEC on May 29, 2015.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,385 and $27,114 in cash and cash equivalents as at May 31, 2015 and February 28, 2015, respectively.
Accounts Receivable
The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible. The Company does not have allowance for doubtful accounts.
Inventory
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out ("FIFO") method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process.
Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company's financial instruments consist principally of cash and accounts payable and accrued liabilities. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the fair values of all of our other financial instruments approximate their carrying values because of their nature and respective maturity dates or durations.
Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company evaluates the collectability of its accounts receivable on an on-going basis. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Revenue Recognition
The Company recognizes revenue from the sale of goods and services in accordance with ASC 605, "Revenue Recognition." Revenue consists of proceeds and commissions from resale of tickets for concerts, sporting and other entertainment events. Revenue is recognized only when all of the following criteria have been met:
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i)
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Persuasive evidence for an agreement exists;
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ii)
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Service has been provided or goods has been delivered;
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iii)
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The fee is fixed or determinable; and
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iv)
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Revenue is reasonably assured.
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Share-based Expenses
ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were no share-based expenses for the period ended May 31, 2015.
Net Loss per Share of Common Stock
The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Commitments and Contingencies
The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of May 31, 2015.
Recent Accounting Pronouncements
Management has considered all recent other accounting pronouncements recently issued. The Company's management believes that these recent pronouncements do not have significant impact on the Company's financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the three months ended May 31, 2015, the Company generated revenue of $0 and had a net loss from operations of $9,731. As at May 31, 2015, the Company has an accumulated deficit of $52,411 since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending February 28, 2016.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 - EQUITY
Preferred Stock
The Company has authorized 10,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.
There were no preferred shares issued and outstanding as at May 31, 2015 and February 28, 2015.
Common Shares
The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
During year ended February 28, 2015, the Company issued 2,475,000 shares to 28 unaffiliated investors for $49,500 cash.
During the three months ended May 31, 2015, the Company did not issue any common shares.
As at May 31, 2015 and February 28, 2015, the Company had 7,475,000 common shares issued and outstanding.
The Company has no stock option plan, warrants or other dilutive securities.
NOTE 5 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no events have occurred that require disclosure.
Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Prospectus, Form 424(B)(2), as filed on September 29, 2014. You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the "Company," "Tixfi," "we," "us," or "our" are to Tixfi Inc.
Corporate Overview
Tixfi Inc. was incorporated in the State of Nevada on January 27, 2014, and the Company's fiscal year end is February 28. The company's administrative address is 6517 Palatine North, Seattle, WA 98103. The address of the Company's agent for service in Nevada and registered corporate office is Corporate Direct, Inc., 2248 Meridian Blvd., Ste H, Minden, NV 89128. The telephone number is 206-395-3549.
Tixfi Inc. has nominal revenues to date, and has only limited cash on hand. We have relied solely upon the sale of our securities for funding.
Tixfi has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Tixfi, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.
Tixfi Inc. derives its revenues from the following services:
The Company buys and resells tickets to end users. The Company buys tickets from ticketmaster.com, stubhub.com, and individuals from craiglists.com. The Company resells these tickets for a profit on ticketmaster.com, stubhub.com, to individuals on craigslist.com and on our website www.tixfi.com, which offer sellers tickets categorized by event, location and type. Types of events include concerts, theatre, comedy acts and sporting events.
The Company plans to also implement the following services:
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·
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The Company plans to establish itself as a leading online brand that provides a service for buyers and sellers of tickets for concerts, sporting events and other live entertainment events. The Company believes we will be able to deliver a service to both buyers and sellers of event tickets. Sellers will be able to sell their event tickets as a direct sale with a fixed price. For each transaction, a commission of 8% from the seller will apply, and a fee of 10% from the buyer. For the fixed sales, sellers will post their available tickets at any price they want. There is no fee for sellers or buyers to register with the website.
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·
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The Company plans to offer sellers the option to sell their event tickets by auction, with buyers bidding to win the auction. Sellers will have the option to offer a set price, 'buy it now' (foregoing the bidding process), 'make offer' and setting 'reserve' prices. For each transaction, a commission of 8% from the seller will apply, and a fee of 10% from the buyer. There is no fee for sellers or buyers to register with the website.
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We believe that consumers (buyers and sellers), who are searching for events tickets will find our website with our services as a result of our internet marketing efforts, specifically social media and search engine optimization marketing. The Company has begun development of its website, and we will use proceeds of share issuance to fully develop the websites functionality.
We will advertise and market our business with a fully-optimized website, internet marketing such as pay-per-click, and social media marketing. Our competitors are generally larger companies with more assets and a larger advertising budget. However, we believe that targeted internet marketing will allow us to attract buyers and sellers of events tickets.
Results of Operations
The following table provides selected financial data about our company for the period ended May 31, 2015 and the year ended February 28, 2015.
|
May 31, 2015
|
February 28, 2015
|
|||||||
|
Cash
|
$
|
2,385
|
$
|
27,114
|
||||
|
Total Assets
|
$
|
18,535
|
$
|
27,114
|
||||
|
Total Liabilities
|
$
|
11,446
|
$
|
10,294
|
||||
|
Stockholders' Equity
|
$
|
7,089
|
$
|
16,820
|
||||
Our decrease in cash of $24,729 can be attributed to cash used in operating expenses.
The following summary of our results of operations, for the three months ended May 31, 2015, should be read in conjunction with our financial statements, as included in this Form 10-Q.
|
Three Months Ended
|
||||||||
|
May 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Revenue
|
$
|
-
|
$
|
7,399
|
||||
|
Cost of Goods Sold
|
-
|
6,086
|
||||||
|
Gross Profit
|
-
|
1,313
|
||||||
|
Operating Expenses
|
||||||||
|
General and administrative
|
159
|
87
|
||||||
|
Professional fees
|
9,572
|
5,203
|
||||||
|
Total Operating Expenses
|
9,731
|
5,290
|
||||||
|
Loss before income taxes
|
(9,731
|
)
|
(3,977
|
)
|
||||
|
Provision for income taxes
|
-
|
-
|
||||||
|
Net Loss
|
$
|
(9,731
|
)
|
$
|
(3,977
|
)
|
||
Three months ending May 31, 2015:
For the three months ended May 31, 2015, we had revenue of $0, cost of goods sold of $0 and a gross profit of $0, compared to revenue of $7,399, cost of goods sold of $6,086 and a gross profit of $1,313 for the three months ended May 31, 2014. The Company did not generate any revenue for the current period due to the change in management on January 7, 2015 and the fact it has taken the new President longer than expected to transition into her new role.
For the three months ended May 31, 2015, we incurred $159 in general and administrative expenses and $9,572 in professional fees, resulting in an operating and net loss of $9,731, compared to $87 general and administrative expenses, $5,203 professional fees and net loss of $3,977 for the three months ended May 31, 2014. The increase in professional fees can primarily be attributed to ongoing regulatory requirements.
Liquidity and Capital Resources
Currently we feel we do not have sufficient capital to fund our operations and business development for the next 12 months.
To date we have had minimal develop of our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our ongoing regulatory expenses.
As at May 31, 2015, our cash balance was $2,385 and we had current liabilities $11,446.
We had no material commitments for capital expenditures as of May 31, 2015.
We have no known demands or commitments, and we are not aware of any events or uncertainties as of May 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Working Capital
|
May 31, 2015
|
February 28, 2015
|
|||||||
|
Current Assets
|
$
|
18,535
|
$
|
27,114
|
||||
|
Current Liabilities
|
11,446
|
10,294
|
||||||
|
Working Capital
|
$
|
7,089
|
$
|
16,820
|
||||
Cash Flows
|
Three Months Ended
|
||||||||
|
May 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Cash Flows used in Operating Activities
|
$
|
(24,729
|
)
|
$
|
(11,372
|
)
|
||
|
Cash Flows used in Investing Activities
|
-
|
-
|
||||||
|
Cash Flows from Financing Activities
|
-
|
19,500
|
||||||
|
Net Increase in Cash During Period
|
$
|
(24,729
|
)
|
$
|
8,128
|
|||
As at May 31, 2015, our company's cash balance was $2,385 compared to $27,114 as at February 28, 2015 and our total assets were $18,535 compared with $27,114 as at February 28, 2015. The decrease in cash and total assets was primarily due to cash used in professional fees related to ongoing regulatory requirements.
As at May 31, 2015, our company had total liabilities of $11,446 compared with total liabilities of $10,294 as at February 28, 2015.
As at May 31, 2015, our company had working capital of $7,089 compared with working capital of $16,820 as at February 28, 2015. The decrease in working capital was primarily attributed to increased cash used for operating expenses during the quarter.
Cash Flow from Operating Activities
During the three months ended May 31, 2015, our company used $24,729 cash in operating activities, compared to $11,372 cash used during the three months ended May 31, 2014. The increase cash used from operating activities can be primarily attributed to professional fees related to ongoing regulatory requirements.
Cash Flow from Investing Activities
The company did not use any funds for investing activities in the three months ended May 31, 2015 and 2014.
Cash Flow from Financing Activities
During the three months ended May 31, 2015, the Company did not receive or use any cash in financing activities. During the three months ended May 31, 2014, our company received $19,500 in cash in financing activities due from proceeds from the issuance of common shares.
Going Concern
Our auditors issued a going concern opinion on our financial statements as of and for the period ended February 28, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated sufficient revenues to cover operating costs or raised enough funds. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investment by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
As a "smaller reporting company", we are not required to provide the information required by this Item.
Management's Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2015, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
As a "smaller reporting company", we are not required to provide the information required by this Item.
We did not issue unregistered equity securities during the quarter ended May 31, 2015.
None.
Not applicable.
None.
The following exhibits are included as part of this report:
Exhibit No. Description
|
31.1
|
||
|
32.1
|
||
|
101.INS*
|
XBRL Instance
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculations
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definitions
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation
|
|
* XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
TIXFI INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Dated: July 15, 2015
|
/s/ Paula Martin
|
|
|
Paula Martin
|
|
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
|
|
(Principal Executive, Financial, and Accounting Officer)
|
|
|
|
19