Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.

Gifa disclosed 9 risk factors in its most recent earnings report. Gifa reported the most risks in the “Finance & Corporate” category.

Risk Overview Q3, 2016

Risk Distribution

78% Finance & Corporate

11% Tech & Innovation

11% Production

0% Legal & Regulatory

0% Ability to Sell

0% Macro & Political

Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy

This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.

Risk Change Over Time

S&P500 Average

Sector Average

Risks removed

Risks added

Risks changed

Gifa Risk Factors

New Risk (0)

Risk Changed (0)

Risk Removed (0)

No changes from previous report

The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.

The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.

Risk Highlights Q3, 2016

Main Risk Category

Finance & Corporate

With 7 Risks

Finance & Corporate

With 7 Risks

Number of Disclosed Risks

No changes from last report

S&P 500 Average: 31

No changes from last report

S&P 500 Average: 31

Recent Changes

0Risks added

0Risks removed

0Risks changed

Since Sep 2016

0Risks added

0Risks removed

0Risks changed

Since Sep 2016

Number of Risk Changed

No changes from last report

S&P 500 Average: 2

No changes from last report

S&P 500 Average: 2

See the risk highlights of Gifa in the last period.

Risk Word Cloud

The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.

Risk Factors Full Breakdown - Total Risks 9

Finance & Corporate

Total Risks: 7/9 (78%)Above Sector Average

Share Price & Shareholder Rights3 | 33.3%

Share Price & Shareholder Rights - Risk 1

Limited and Sporadic Trading Market for Common Stock

7. . Our Common Stock trades on the OTC Market on a limited and sporadic basis and there can be no assurance that a liquid trading market for our Common Stock will develop and, if it does develop, that it can be sustained.

Share Price & Shareholder Rights - Risk 2

Possible Rule 144 Stock SalesSecurities Act of 1933

12. Possible Rule 144 Stock Sales. Many of our shares of our outstanding Common Stock are "restricted securities" and may be sold only in compliance with Rule 144 adopted under the Securities Act of 1933, as amended or other applicable exemptions from registration. Any person who acquires our common stock in any private placement should carefully review Rule 144 since any potential public resale may be limited and current broker-dealer and clearing firm requirements may make any re-sale of our common stock difficult at best.

Share Price & Shareholder Rights - Risk 3

Risks of Low Priced Stocks

14. . Currently, our common stock is not trading in any continuous and liquid trading market and it is traded only on the OTC Market. As a result and due to the absence of a continuous and liquid trading market, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, the Company's securities. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities. Under such rule, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. In general, securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock. The Commission has recently adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules. In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving the penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale. Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and if the broker/dealer is the sole market-maker, the broker/dealer must disclose this fact and its control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market-maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives. Finally, all NASDAQ securities are exempt if NASDAQ raised its requirements for continued listing so that any issuer with less than $2,000,000 in net tangible assets or stockholder's equity would be subject to delisting. These criteria are more stringent than the proposed increased in NASDAQ's maintenance requirements. Our securities are subject to the above rules on penny stocks and the market liquidity for our securities could be severely affected by limiting the ability of broker/dealers to sell our securities.

Accounting & Financial Operations3 | 33.3%

Accounting & Financial Operations - Risk 1

Auditor's Opinion: Going Concern

5. . In the context of our existing business and without evaluating the impact of the planned Divestiture and the planned Acquisition (set forth in Item 1 above) our independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern. 6. Limited Financial Resources, Change of Control Events in 2017 & Likely Need for Additional Financing. As of March 31, 2016, our current financial resources were minimal. As noted in Item 1 and in Part II, Item 9B in this Form 10-K (above) in September 2017 our then existing officer and director, Ralph M. Amato resigned and elected Mr. Ilksen Yesilada to serve as the Company's sole officer and director. Mr. Harshawardhan Shetty, our founder had previously resigned and all of the 66,550,660 shares originally issued to Mr. Shetty were returned to the Company as treasury stock and cancelled. Mr. Yesilada also elected Mr. Yusuf Kisa as a Director and as President and two other officers on October 8, 2017. We also anticipate that if negotiations are successful and if circumstances allow, we will undertake the planned sale and divestiture of our existing Subsidiary to Mr. Shetty (the "Divestiture") and undertake a planned acquisition of GIFA Holding, Limited (the "Acquisition"). The specific terms of the planned Divestiture and the specific terms of the planned Acquisition have not been established but we do anticipate completing these transactions in the near future subject to further agreement of the relevant parties. Further, neither the planned Divestiture nor the planned Acquisition have been evaluated by any independent third parties. While we have not yet completed our assessments, we do anticipate that we will likely need to obtain additional financing from the sale of our Common Stock, debt, or some combination thereof in order to undertake further business plans in light of the planned divestiture of our existing business and the acquisition of GIFA Holding Limited that we plan to acquire. Our ability to operate as a going concern may be contingent upon our receipt of additional financing through private placements or by loans. We anticipate that we will require significant additional funds in the future if we are successful in marketing our products and services. There can be no assurance that if additional funds are required they will be available, or, if available, that they can be obtained on terms satisfactory to our Board of Directors. In the event the Company elects to issue stock to raise additional capital, any rights or privileges attached to such stock may either (i) dilute the percentage of ownership of the already issued common shares or (ii) dilute the value of such shares; or (iii) both. No rights or privileges have been assigned to the stock and any such rights and privileges will be at the total discretion of the Board of Directors of the Company. There can be no guarantee that we will be able to obtain additional financing, or if we are successful, that we will be able to do so on terms that are reasonable in light of current market conditions.

Accounting & Financial Operations - Risk 2

Lack of Dividends & No Likelihood of Dividends.

9. In our existing business we have not historically paid dividends and do not contemplate paying dividends in the foreseeable future from our existing business. Since we anticipate undertaking the planned Divestiture of our existing business and undertaking the planned Acquisition, we have no basis to project that we will pay any dividends in the future. 10. No Ability to Control.Any person who acquires our Common Stock will have no real ability to influence or control the Company or otherwise have any ability to elect any person to our Board of Directors. Our officers, directors, and certain other persons currently control the Company and there is no likelihood that any person who acquires our Common Stock will have any real ability to influence or control the Company in any meaningful way. 11. Impact of "blank check" Preferred Stock. In October 2017 we amended our Articles of Incorporation to change the Company's name from Firefish, Inc. to GIFA, Inc. (the "Amendment"). The Amendment also reduced the Company's authorized Common Stock to 500,000,000 and it authorized an aggregate of 10,000,000 shares of the Company's Preferred Stock. And in the case of the Preferred Stock, the Amendment provided that the Company's Board of Directors may, without obtaining the approval or consent of the Company's common stockholders, designate and issue one or more series of the Company's Preferred Stock with each such series to have such rights and privileges as the Company's Board of Directors determines. As a result, the Company's Board of Directors has significant control over the Company and can issue shares of the Company's Preferred Stock that can severely limit the rights of the Company's Common Stockholders.

Accounting & Financial Operations - Risk 3

Limited History & Limited Revenues & Continuing Losses; Risk of Loss & Insolvency

1. . In our existing business, we have a history of limited revenues and we have incurred losses. In that context and as a result of the change in control of the Company resulting from the September and October 2017 Actions (summarized in Item 1 above) and depending on the terms of the planned Divestiture and the planned Acquisition and the understandings that we reach with the parties to these anticipated agreements, we generally face all of the risks inherent in an early-stage business Thus and while we have a history of losses, there can be no assurance that we will ever achieve profitability and positive cash flow. While we believe that our business strategies are sound, there can be no assurance that our business will generate profits and positive cash flow or if we generate profits and positive cash flow, that it can be sustained. Investors should be aware that they may lose all or substantially all of their investment since our Common Stock must be considered a "HIGH RISK" security suitable only for those persons who can accept a high level of risk and the losses that accompany such high risks. 2. Current Status of the Company's Common Stock - Matter of "Skull and Crossbones" & Apparent Irregular Trading Activity. Following the Company's filing of its Form 15 with the Commission on April 17, 2017, the Company's status as a "registrant" under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") was terminated,. As a result the Company was not obligated to timely file quarterly reports on Form 10-Q, annual reports on Form 10-K,, and current event reports on Form 8-K with the Securities and Exchange Commission. Following this action and as an additional cost-saving measure, the Company did not file reports with OTC Markets that would have allowed the Company's shareholders to have access to timely disclosure of the Company's affairs to aid them and the market generally to understand and evaluate the Company and the risks and merits of the Company's Common Stock. However, after the September and October, 2017 Actions, the Company later discovered that unknown third parties conducted what appeared to be massive and entirely irregular trading activity in the Company's Common Stock in such volumes and on an unprecedented daily basis. These third party activities were not reasonably expected or anticipated, Upon review, the Company does not know who or why these trading levels were undertaken and what caused such irregular trading activity. In every way, the Company's officers and directors have since September 26, 2017 taken every reasonable precaution to protect all material non-public information to prevent any unauthorized disclosure of such information in any manner that would not adhere to accepted best practices and the obligations imposed on officers and directors and others by our state and federal securities laws and particularly under the 1934 Act with respect to all material corporate information. Nonetheless, the Company is aware that OTC Markets has imposed a "skull and crossbones" moniker on the OTC Markets website where the Company's information is given. It is the Company's intention to adhere to the highest ethical practices with respect to meeting its obligations to provide the market with accurate and complete information regarding its affairs and do so on a timely basis consistent with good corporate governance and the faithful adherence to our state and federal securities laws.

Corporate Activity and Growth1 | 11.1%

Corporate Activity and Growth - Risk 1

Uncertainties Associated with and Resulting from the Planned Divestiture and the Planned Acquisition

13. . We entered into an agreement with our founder, Mr. Shetty wherein we are to generally undertake the planned Divestiture of our existing business as conducted by our Subsidiary domiciled in India in exchange for the forgiveness of certain debt owed by the Company to Mr. Shetty. We also have plans to acquire the capital stock of GIFA Holding, Limited, a corporation domiciled in the Turkish Republic of Northern Cyprus (the "Acquisition"). In both instances the terms and conditions of the planned Divestiture and the planned Acquisition have not been precisely determined and the exact terms of the agreements associated with each transaction that we anticipate executing will be subject to further clarification and negotiation. While we anticipate that our negotiations will be successful, the extent of the resulting impact on our Company is not known at this time. For these and other reasons, any person who acquires our Common Stock should be prepared to accept the total loss on their investment.

Tech & Innovation

Total Risks: 1/9 (11%)Below Sector Average

Innovation / R&D1 | 11.1%

Innovation / R&D - Risk 1

Development Stage Company

8. . In our existing business and in the business that we anticipate that we will acquire as a result of the planned Acquisition, we face all of the risks inherent in a small company. There is no information at this time upon which to base an assumption that our plans will either materialize or prove successful. Our present business plans and strategies have been developed by the corporate officers and directors that were appointed in October 2017. Further, planned Divestiture and the planned Acquisition have not been evaluated by any independent third party. There can be no assurance that any of our business plans and strategies will generate sales revenues that will result in any profits or positive cash flow. Investors should be aware that they may lose all or substantially all of their investment.

Production

Total Risks: 1/9 (11%)Above Sector Average

Employment / Personnel1 | 11.1%

Employment / Personnel - Risk 1

Corporate Officers & Employees

3. . During the 2016 fiscal year ending March 31, 2016, we had only one corporate officer but we did have employees in our wholly-owned subsidiary that is domiciled in India. For these and other reasons, the purchase of our Common Stock should only be undertaken by persons who can afford the total loss of their investment. However, as a result of the 2017 Actions (as set forth in Item 1 above) and as of October 8, 2017, we have two Directors and four officers. 4. Risks Associated with Planned Divestiture and Planned Acquisition. As a result of the September and October 2017 Actions, we anticipate that we will enter into an agreement for the planned Divestiture our existing business (as conducted by our Subsidiary domiciled in India) with the Subsidiary to be sold and transferred to our founder Mr. Harshawardhan Shetty generally in exchange for his forgiveness of certain debts owed to him by the Company. While the specific terms of the planned Divestiture have not yet been determined we do anticipate that the planned Divestiture will be undertaken in conjunction with our planned acquisition of the capital stock of GIFA Holding Limited, a corporation domiciled in the Turkish Republic of Northern Cyprus (the "Acquisition"). We cannot assure you that we will successfully complete the Divestiture, the Acquisition, or both of them. Further, we obtained only limited advice from an independent third party with respect to the planned Divestiture, the planned Acquisition and both of them. We may later incur unanticipated and protracted financial costs and losses as a result of these transactions.

See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?

Risk factors are any situations or occurrences that could make investing in a company risky.

The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.

They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.

It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.

How do companies disclose their risk factors?

Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.

Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.

Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.

According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.

How can I use TipRanks risk factors in my stock research?

Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.

You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.

Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.

A simplified analysis of risk factors is unique to TipRanks.

What are all the risk factor categories?

TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.

1. Financial & Corporate

Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.

2. Legal & Regulatory

Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.

3. Production

Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.

4. Technology & Innovation

Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.

5. Ability to Sell

Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.

6. Macro & Political

Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.

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