UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2015

 

Commission File Number 333-197443

 

FIRST FIXTURES, INC.

(Exact name of registrant as specified in it's charter)

 

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

McKenzie Street 31, Eastend, Bloemfontein, South Africa 9301 

(Address of principal executive offices)(Zip Code)

 

775-321-8231 

(Registrant's telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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.

 

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). x Yes    ¨ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ¨ Yes    ¨ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of February 2, 2016, there were 100,043,412 shares of common stock issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

Item 1.

Financial Statements.

 

 

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

 

10

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

11

 

Item 4.

Controls and Procedures.

 

 

11

 

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

 

12

 

Item 1A.

Risk Factors.

 

 

12

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

 

12

 

Item 3.

Defaults Upon Senior Securities.

 

 

12

 

Item 4.

Mine Safety Disclosures

 

 

12

 

Item 5.

Other Information.

 

 

12

 

Item 6.

Exhibits.

 

 

13

 

  

 
2
 


PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

FIRST FIXTURES, INC.

FINANCIAL STATEMENTS

 

December 31, 2015

 

CONDENSED BALANCE SHEETS (UNAUDITED)

 

 

4

 

 

 

 

 

 

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

5

 

 

 

 

 

 

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

6

 

 

 

 

 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

 

7

 

 

 
3
 

 

FIRST FIXTURES, INC.

CONDENSED BALANCE SHEETS

 

 

 

December 31,

2015

 

 

March 31,

2015

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$3,463

 

 

$-

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

$3,463

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

 

172

 

 

 

2,069

 

Due to related party

 

 

34,774

 

 

 

11,422

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

34,946

 

 

 

13,491

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

 

200,000,000 shares of common stock, $0.001 par value,

 

 

 

 

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

 

 

100,043,412 and 2,590,000,000 shares of common stock (Refer Note 3)

 

 

100,043

 

 

 

2,590,000

 

Additional paid-in capital

 

 

(91,953)

 

 

(2,585,000)

Stock subscriptions receivable

 

 

-

 

 

 

(2,978)

Common stock subscribed

 

 

-

 

 

 

2,978

 

Accumulated deficit

 

 

(9,573)

 

 

(18,491)
 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' DEFICIT

 

 

(31,483)

 

 

(13,491)
 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$3,463

 

 

$-

 

 

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

 

 
4
 

 

FIRST FIXTURES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended December 31

 

 

Nine Months Ended December 31

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

5,665

 

 

 

3,923

 

 

 

21,082

 

 

 

13,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL EXPENSES

 

$(5,665)

 

$(3,923)

 

$(21,082)

 

$(13,783)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(5,665)

 

$(3,923)

 

$(21,082)

 

$(13,783)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

-BASIC AND DILUTED

 

 

100,043,412

 

 

 

2,590,000,000

 

 

 

311,059,177

 

 

 

2,590,000,000

 

 

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

 

 
5
 

 

FIRST FIXTURES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine months ended December 31,

2015

 

 

Nine months ended December 31,

2014

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss for the period

 

$(21,082)

 

$(13,783)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

-

 

 

 

-

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

(1,897)

 

 

587

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(22,979)

 

 

(13,196)
 

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

3,090

 

 

 

-

 

Proceeds from related parties

 

 

23,352

 

 

 

9,600

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

26,442

 

 

 

9,600

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

3,463

 

 

 

(3,596)
 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

 

-

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$3,463

 

 

$1,404

 

 

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

 

 
6
 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

First Fixtures, Inc. was incorporated in the State of Nevada as a for-profit Company on February 21, 2014 and established a fiscal year end of March 31. The Company is organized to sell plumbing fixtures over the internet.

 

Basis of presentation – Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended March 31, 2015 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016.

 

Going concern

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $39,573. As at December 31, 2015, the Company has a working capital deficit of $31,483. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

 
7
 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

 

Financial Instruments

 

The carrying amount of the Company's financial assets and liabilities approximates their fair values due to their short term maturities.

 

Basic and Diluted Earnings (Loss) per Common Share

 

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (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. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of December 31, 2015 and 2014, there were no common stock equivalents outstanding.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

 
8
 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Stock-based Compensation

 

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") OpinionNo. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. As of December 31, 2015 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

 

NOTE 3 – CAPITAL STOCK

 

On February 28, 2014, the Company issued 2,590,000,000 (5,000,000 pre-split) common shares at $0.00000193 per share to the sole director and President of the Company for cash proceeds of $5,000.

 

On April 5, 2015, the Company issued 40,017,572 shares of its common stock for $3,090 in cash.

 

On April 23, 2015 the directors of the Company increased its Share Capital from 75,000,000 authorized common shares to 200,000,000 authorized common shares with the same par value of $0.001 per share. No preferred shares have been authorized or issued.

 

On April 23, 2015, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 518 new common shares for 1 old common share. All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 518:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.

 

On April 24, 2015, the founding shareholder of the Company returned 2,529,974,160 (4,884,120 pre-split) restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000004 per share for a total consideration of $10 to the shareholder.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

At December 31, 2015, the Company owed $34,774 (March 31, 2015 $11,422) to its Chief Executive Officer. During the nine month periods ended December 31, 2015 and 2014, the Company received cash advances from the CEO of $23,352 and $9,600 respectively. All amounts due to the related party are unsecured, non-interest bearing and are due on demand.

 

 
9
 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Results of Operations

 

For the three month period ended December 31, 2015 we had no revenue. For the three month period ended December 31, 2014 we had no revenue. Expenses for the three month period ended December 31, 2015 totaled $5,665 resulting in a Net loss of $5,665. The Net Loss for the three month period ended December 31, 2015 is a result of General and administrative expense of $5,665 comprised primarily of accounting expense and printing expense. Expenses for the comparative three month period ended December 31, 2014 totaled $3,923 resulting in a Net loss of $3,923. The Net Loss for the three month period ended December 31, 2014 is a result of General and administrative expense of $3,923 comprised primarily of accounting expense and printing expense.

 

Expenses for the nine month period ended December 31, 2015 totaled $21,082 resulting in a Net loss of $21,082. The Net Loss for the nine month period ended December 31, 2015 is a result of General and administrative expense of $21,082 comprised primarily of accounting expense and printing expense. Expenses for the comparative nine month period ended December 31, 2014 totaled $13,783 resulting in a Net loss of $13,783. The Net Loss for the nine month period ended December 31, 2014 is a result of Office and general expense of $13,784 comprised primarily of accounting expense and printing expense.

 

Capital Resources and Liquidity

 

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

 

As of December 31, 2015, we had $3,463 in cash as compared to $NIL in cash at March 31, 2015. Total liabilities for the period ended December 31, 2015 were $34,946 and compared to $13,491 in total liabilities at March 31, 2015.

 

The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. At December 31, 2015, the Company owed $34,774 (March 31, 2015 $11,422) to its Chief Executive Officer. During the nine month periods ended December 31, 2015 and 2014, the Company received cash advances from the CEO of $23,352 and $9,600 respectively. All amounts due to the related party are unsecured, non-interest bearing and are due on demand.

 

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others. We must raise cash to implement our strategy and stay in business.

 

Off-balance sheet arrangements

 

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

 
10
 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2015, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
11
 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Currently we are not involved in any pending litigation or legal proceeding.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information.

 

None

 

 
12
 

 

Item 6. Exhibits.

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

 

 

 

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer **

___________

* Included in Exhibit 31.1

 

** Included in Exhibit 32.1

 

 
13
 

 

SIGNATURES* 

 

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.

 

 

First Fixtures, Inc.

(Registrant)

 

    
Date: February 2, 2016By:

/s/Colin Povall

 

 

 

Colin Povall

 

 

 

President and Director

Principal and Executive Officer

Principal Financial Officer 

Principal Accounting Officer

 

 

 

14