Natural Resource Holdings, Inc 10-K for FY2020
Natural Resource Holdings, Inc. (NRHI)
About this 10-K
Natural Resource Holdings, Inc filed this 10-K on December 28, 2020, covering the fiscal year ended April 30, 2020 (FY2020).
Headline figures
Fiscal year ended April 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $26.66K
- compared with a net loss of $36.86K a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Mark One
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-213553
| BOXXY INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 5960 |
| 32-0500871 |
| (State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number) |
| (IRS Employer Identification Number) |
WATTOVA 10
OSTRAVA 70200
CZECH REPUBLIC
+420228881919
boxxyinc@protonmail.com
(Address and telephone number of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| (Do not check if a smaller reporting company) | Emerging growth company | ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2019, was $3,570,000 based on a $3.00 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
| Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. |
4,190,000 Shares of common stock as of December 20, 2020
| 2 |
| Table of Contents |
Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
We were incorporated in the State of Nevada on April 16, 2018. We intend to engage in the business of selling beauty sample subscriptions. We intend to implement a monthly subscription (approximately $15 with free shipping) for a box full of beauty samples. This samples will be cosmetics, hair care, body care, face care, fragrances, nail polish, skin care, bath and body, treatments products, and other similar items. We will mail this box to subscribers once per month. These samples will range from actual beauty products to protein bars. This box will include cosmetics, nail polish, skin care, bath and body treatments products and other similar items that will vary from month to month.
While no assurances can be provided, we anticipate that we will receive revenue from the sale of these monthly subscriptions, as well as the sale of full sized products we will be offering on our future website. Our monthly subscription service will introduce customers to try products they may not be aware of or have difficulty finding. Our main target market will be a woman in Europe and North America.
We may also earn a commission on some of the transactions by acting as an agent between buyer and seller.
Our supplier benefits
Our company will offer new effective marketing tool to promote the supplier beauty products. We will help the supplier brand to stand out from the large variety of beauty products available on the market, when customers are searching for suitable product. We are hoping to ensure high audience reach and engagement into their brand. We will provide supplier sample with additional booklet containing full information on points of sales, prices, product description and „how to use” info. We provide the links for customers to buy the full-sized supplier products on our website. Our service will introduce the supplier product to large audience without supplier’s significant investment into advertising. We will help to organize the supplier product sampling wisely, by sending samples directly to potential customers.
Our subscribers benefits.
Most consumers want to try a product before committing to a full-size purchase. The monthly subscription service will help subscriber to try products they may not otherwise find themselves. If someone has very little access to high-end brands then our subscription service would be a good way to try new beauty products out before buying. Our subscribers will discover new products and buy with confidence.
| 3 |
| Table of Contents |
Marketing
Our marketing strategy will be email marketing campaign, promotions on our website for new subscribers with discounts and extras. We will advertise on beauty related Internet websites, social media advertising, products tasting. We are hoping to use social media such as Facebook as main source of bringing new customers to our services.
Competition
We compete against a number of companies, most of which have substantially greater resources than we do. The beauty business is characterized by vigorous competition throughout the world. Brand recognition, advertising, promotion, quality, performance, availability and price are some of the factors that impact consumers’ choices among online beauty sample subscription services. Biggest multinational competitors engaged in the online beauty supply business are: birchbox.com, beautybar.com and glossybox.com.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Submission of Matters to a Vote of Security Holders
None.
| 4 |
| Table of Contents |
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. As of April 30, 2020, no shares of our common stock have traded.
Number of Holders
As of December 20, 2020, the 4,190,000 issued and outstanding shares of common stock were held by a total of 31 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2020 and 2019. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
| 5 |
| Table of Contents |
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
The following summary of our operations should be read in conjunction with our audited financial statements for the years ended April 30, 2020 and 2019, which are included herein:
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| Year Ended |
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| |||||||
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| April 30, |
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| Changes |
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| 2020 |
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| 2019 |
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| Amount |
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| % |
| ||||
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| Operating expenses |
| $ | 25,617 |
|
| $ | 36,047 |
|
| $ | (10,430 | ) |
|
| (29 | )% |
| Other expenses |
|
| 1,044 |
|
|
| 816 |
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|
| 228 |
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| 28 | % |
| Net Loss |
| $ | 26,661 |
|
| $ | 36,863 |
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| $ | (10,202 | ) |
|
| (28 | )% |
| 6 |
| Table of Contents |
During the year ended April 30, 2020 and 2019, the Company did not earn any revenue.
Net loss for the year ended April 30, 2020 was $26,661 compared to $36,863 for the year ended April 30, 2019. The decrease in net loss during the year ended April 30, 2020 was due to a decrease in operating expenses.
Our operating expenses for the year ended April 30, 2020 was $25,617 compared to $36,047 for the year ended April 30, 2019. The decrease in operating expenses during the year ended April 30, 2020 was due to a decrease in professional fees paid to attorneys, auditors and transfer agents.
During the year ended April 30, 2020 and 2019, the Company incurred interest expense of $1,044 and $816, respectively.
Liquidity and Capital Resources
Working Capital
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| As of |
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| As of |
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| April 30, |
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| April 30, |
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| Changes |
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| 2019 |
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| Amount |
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| % |
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| Current Assets |
| $ | - |
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| $ | - |
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| $ | - |
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| Current Liabilities |
| $ | 75,915 |
|
| $ | 49,891 |
|
| $ | 26,024 |
|
|
| 52 | % |
| Working Capital Deficiency |
| $ | (75,915 | ) |
| $ | (49,891 | ) |
| $ | (26,024 | ) |
|
| 52 | % |
Our total current liabilities as of April 30, 2020 were $75,915 as compared to total current liabilities of $49,891 as of April 30, 2019. The increase was primarily due to an increase in accounts payable and accrued liabilities, loan form director and accrued interest.
Our working capital deficiency as of April 30, 2020 was $75,915 as compared to our working capital deficiency of $49,891 as of April 30, 2019. The increase in working capital deficiency was mainly due to an increase in accounts payable and accrued liabilities, loan form director and accrued interest.
Cash Flows
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| Year Ended |
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| April 30, |
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| Changes |
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| Cash flows used in operating activities |
| $ | (10,261 | ) |
| $ | (13,881 | ) |
| $ | 3,620 |
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| (26 | )% |
| Cash flows used in investing activities |
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| - |
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| - |
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| - |
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| - |
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| Cash flows provided by financing activities |
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| 10,261 |
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| 12,387 |
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| (2,126 | ) |
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| (17 | )% |
| Net changes in cash |
| $ | - |
|
| $ | (1,494 | ) |
| $ | 1,494 |
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| - |
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| 7 |
| Table of Contents |
Cash Flows from Operating Activities
Net cash used in operating activities was $10,261 for the year ended April 30, 2020 compared with $13,881 used in operating activities during the year ended April 30, 2019.
During the year ended April 30, 2020, the net cash used in operating activities was attributed to net loss of $26,661, decreased by an increase in accounts payable and accrued liabilities of $15,356 and an increase in accrued interest of $1,044.
During the year ended April 30, 2019, the net cash used in operating activities was attributed to net loss of $36,863, decreased by a decrease in prepaid expenses of $10,814 and an increase in accounts payable and accrued liabilities of $12,168.
Cash Flows from Investing Activities
We have not generated cash flow from investing activities for the year ended April 30, 2020 and 2019.
Cash Flows from Financing Activities
During the year ended April 30, 2020, net cash from financing activities was $10,261 compared to $13,881 during the year ended April 30, 2019. Proceeds from financing activities during the year ended April 30, 2020 were derived entirely from advancement from director. Proceeds from financing activities during the year ended April 30, 2019 were derived from proceeds from long-term debts of $10,786 and advancement from director of $1,601.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Going Concern
The independent auditors' report accompanying our April 30, 2020 and April 30, 2019 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
| 8 |
| Table of Contents |
Off-Balance Sheet Arrangements
We have no 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 stockholders.
Critical Accounting Policies
The preparation of financial statements in 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 and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
| 9 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
BOXXY INC.
| Report of Independent Registered Accounting Firm | 11 |
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| 12 |
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| Statements of Operations for the Years ended April 30, 2020 and 2019 |
| 13 |
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| Statements of Stockholder’s Deficit for the Years ended April 30, 2020 and 2019 |
| 14 |
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| Statements of Cash Flows for the Years ended April 30, 2020 and 2019 |
| 15 |
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| 16 |
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| 10 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders of
Boxxy Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Boxxy Inc. (the Company) as of April 30, 2020 and 2019, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2020, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ JLKZ CPA LLP
We have served as the Company’s auditor since May 12, 2016
JLKZ CPA LLP.
Flushing, New York
December 23, 2020
| 11 |
| Table of Contents |
BOXXY INC.
AS OF APRIL 30, 2020 AND 2019
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| April 30, 2020 |
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| April 30, 2019 |
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| ASSETS |
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| Current Assets |
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| Total Current Assets |
| $ | - |
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| $ | - |
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| TOTAL ASSETS |
| $ | - |
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| $ | - |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
| $ | 41,187 |
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| $ | 25,831 |
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| Accrued interest |
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| 1,860 |
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| 816 |
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| Loans payable |
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| 6,336 |
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| 6,973 |
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| Other party loan |
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| 4,050 |
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| 4,050 |
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| Loan form director |
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| 22,482 |
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| 12,221 |
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| Total Current Liabilities |
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| 75,915 |
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| 49,891 |
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| Loan payable |
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| 6,973 |
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| 6,336 |
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| Total Liabilities |
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| 82,888 |
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| 56,227 |
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| Stockholders’ Deficit |
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| Common stock, par value $0.001; 75,000,000 shares authorized, 4,190,000 shares issued and outstanding |
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| 4,190 |
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| 4,190 |
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| Additional paid-in capital |
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| 22,610 |
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| 22,610 |
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| Accumulated deficit |
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| (109,688 | ) |
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| (83,027 | ) |
| Total Stockholders’ Deficit |
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| (82,888 | ) |
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| (56,227 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these audited financial statements.
| 12 |
| Table of Contents |
BOXXY INC.
FOR THE YEAR ENDED APRIL 30, 2020 AND 2019
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| Year Ended |
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| 2019 |
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| OPERATING EXPENSES |
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| General and administrative expenses |
| $ | 25,617 |
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| $ | 36,047 |
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| Total Operating Expenses |
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| 25,617 |
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| 36,047 |
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| OTHER EXPENSES |
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| Interest expense |
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| (1,044 | ) |
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| (816 | ) |
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| (1,044 | ) |
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| (816 | ) |
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| Loss from operations |
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| (26,661 | ) |
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| (36,863 | ) |
| Provision for income taxes |
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| - |
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| - |
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| NET LOSS |
| $ | (26,661 | ) |
| $ | (36,863 | ) |
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| NET LOSS PER SHARE: BASIC AND DILUTED |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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| 4,190,000 |
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| 4,190,000 |
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The accompanying notes are an integral part of these audited financial statements.
| 13 |
| Table of Contents |
BOXXY INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED APRIL 30, 2020 AND 2019
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| Additional |
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| Total |
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| Number of Shares |
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| Accumulated Deficit |
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| Stockholders' Deficit |
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| Balance - April 30, 2018 |
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| 4,190,000 |
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| $ | 4,190 |
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| $ | 22,610 |
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| $ | (46,164 | ) |
| $ | (19,364 | ) |
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| Net loss |
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| - |
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| - |
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| - |
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| (36,863 | ) |
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| (36,863 | ) |
| Balance - April 30, 2019 |
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| 4,190,000 |
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| $ | 4,190 |
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| $ | 22,610 |
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| $ | (83,027 | ) |
| $ | (56,227 | ) |
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| Net loss |
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| - |
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| - |
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| - |
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| (26,661 | ) |
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| (26,661 | ) |
| Balance - April 30, 2020 |
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| 4,190,000 |
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| $ | 4,190 |
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| $ | 22,610 |
|
| $ | (109,688 | ) |
| $ | (82,888 | ) |
The accompanying notes are an integral part of these audited financial statements.
| 14 |
| Table of Contents |
BOXXY INC.
FOR THE YEAR ENDED APRIL 30, 2020 AND 2019
|
|
| Year Ended |
| |||||
|
|
| April 30, |
| |||||
|
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
|
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
| Net loss |
| $ | (26,661 | ) |
| $ | (36,863 | ) |
| Adjustments to reconcile net income (loss) to net cash from operating activities: |
|
| ||||||
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Prepaid expenses |
|
| - |
|
|
| 10,814 |
|
| Accounts payable and accrued liabilities |
|
| 15,356 |
|
|
| 12,168 |
|
| Accrued interest |
|
| 1,044 |
|
|
| - |
|
| Net cash used in operating activities |
|
| (10,261 | ) |
|
| (13,881 | ) |
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from long-term debts |
|
| - |
|
|
| 10,786 |
|
| Proceeds from director loan |
|
| 10,261 |
|
|
| 1,601 |
|
| Net cash provided by financing activities |
|
| 10,261 |
|
|
| 12,387 |
|
|
|
|
|
|
|
|
|
|
|
| Net change in cash and cash equivalents |
|
| - |
|
|
| (1,494 | ) |
| Cash and cash equivalents - beginning of period |
|
| - |
|
|
| 1,494 |
|
| Cash and cash equivalents - end of period |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental Cash Flow Disclosures |
|
|
|
|
|
|
|
|
| Cash paid for interest |
| $ | - |
|
| $ | 1,631 |
|
| Cash paid for income taxes |
| $ | - |
|
| $ | - |
|
The accompanying notes are an integral part of these audited financial statements.
| 15 |
| Table of Contents |
BOXXY INC.
NOTES TO AUDITED FINANCIAL STATEMENTS
APRIL 30, 2020
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Boxxy Inc. (the “Company”) was incorporated in Nevada on April 19, 2018. We are a development stage company that intends to develop an online beauty sample subscription service. We will mail this box once per month. Generally, subscriber will receive the box with 6-8 samples and 1-2 bonus items. This samples maybe cosmetics, hair care, body care, face care, fragrances, nail polish, skin care, bath and body, treatments products, etc. We are not going to pay for the samples we are getting from our supplier partners. We may also earn a commission on some of the transactions by acting as an agent between buyer and seller.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is April 30.
Reclassifications
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of accounts payable and accrued liabilities, accrued interest, current portion of long-term debt, other party loan and loan from director approximates its fair value due to their short-term maturity.
Revenue Recognition
The Company recognizes revenue from the online beauty sample subscription services in accordance with ASC 606,”Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
| 16 |
| Table of Contents |
Start-Up Costs
In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 4)
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At April 30, 2020, there were no unrecognized tax benefits. (See Note 7)
Basic and Diluted Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2020 and 2019, the Company has no dilutive instruments.
Commitment and contingencies
None
Recent accounting pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
| 17 |
| Table of Contents |
As reflected in the financial statements, the Company had an accumulated deficit of $109,688, and working capital deficit of $75,915 at April 30, 2020.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company has received capital from the director of the Company to pay for the Company expenses that are unsecured, non-interest bearing and due on demand. During the year ended April 30, 2020 and 2019, the director advanced $10,261 and $1,601 to the Company for paying operating expenses. As of April 30, 2020 and 2019, the loan from director was $22,482 and $12,221 as of April 30, 2020 and April 30, 2019, respectively.
NOTE 5 – LOAN PAYABLE
The Company has outstanding loans payable of $6,336 and $6,973 as of April 30, 2020 and April 30, 2019, respectively. The loans payable are unsecured with annual interest rate of 6% and maturity date of July 19, 2020 for the loan of $3,736 and September 15, 2020 for the loan of $2,600, respectively.
The Company has outstanding long-term loan payable of $6,973 and $6,336 as of April 30, 2020 and April 30, 2019, respectively. The loan payable is unsecured with annual interest rate of 6% and original maturity date of April 15, 2020. The maturity date is extended through April 15, 2025.
The Company has outstanding other party loan of $4,050 and $4,050 as of April 30, 2020 and April 30, 2019, respectively. The loan payable is unsecured with annual interest rate of 6% and original maturity date of November 10, 2019. The maturity date is extended through November 10, 2020.
Interest expenses were $1,044 and $816 for the year ended April 30, 2020 and 2019, respectively.
NOTE 6 – STOCKHOLDER’S EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
As of April 30, 2020 and April 30, 2019, the Company had 4,190,000 shares issued and outstanding.
| 18 |
| Table of Contents |
NOTE 7 – INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2020 and 2019, are as follows:
|
|
| April 30, |
|
| April 30, |
| ||
|
|
| 2020 |
|
| 2019 |
| ||
| Net operating loss carryforward |
| $ | (99,687 | ) |
| $ | (73,027 | ) |
| Statutory tax rate |
|
| 21 | % |
|
| 21 | % |
| Deferred tax asset |
|
| 23,245 |
|
|
| 15,546 |
|
| Less: Valuation allowance |
|
| (23,245 | ) |
|
| (15,546 | ) |
| Net deferred asset |
| $ | - |
|
| $ | - |
|
As of April 30, 2020, the Company had $99,687 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018, can be carryforward for twenty years, whereas NOLs generated after April 30, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2020are subject to review by the tax authorities.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the April 30, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| 19 |
| Table of Contents |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2019 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
|
| 1. | We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
|
|
|
|
|
| 2. | We did not maintain appropriate cash controls – As of April 30, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. |
|
|
|
|
|
| 3. | We did not implement appropriate information technology controls – As at April 30, 2019, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2020 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
| 20 |
| Table of Contents |
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
| Name and Address of Executive Officer and/or Director |
| Age |
| Position |
|
| ||||
| Lian Yao Bin |
| 53 |
| Director, President, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer |
| 569 South Xizang Road, Shanghai, China 200010 |
|
|
|
|
Biographical Information and Background of officer and director
Lian Yao Bin was appointed as a director of our Company to replace Andrejs Bekess, our former director on September 29, 2020. Mr. Lian received a Bachelor in Business Administration from the Shanghai University of International Business and Economics in 1994. He has significant experience in marketing and sales management, having held varying management positions in Shanghai Yongqiao Plastics, Feizhou Electric Power Equipment and Lijiu Machinery Manufacturing Limited amongst others in the last 2 decades.
| 21 |
| Table of Contents |
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
We have no employees other than our Treasurer and a sole director, Lian Yao Bin; he currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.
Item 11. Executive Compensation
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) for the year ended April 30, 2020 and April 30, 2019.
| Name and Principal Position |
| Year |
| Salary (US$) |
|
| Bonus (US$) |
|
| Stock Awards (US$) |
|
| Option Awards (US$) |
|
| Non-Equity Incentive Plan Compensation (US$) |
|
| Nonqualified Deferred Compensation Earnings (US$) |
|
| All Other Compensation (US$) |
|
| Total (US$) |
| ||||||||
| Lian Yao Bin(1) |
| 2020 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| President |
| 2019 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Andrejs Bekess(2) |
| 2020 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| President |
| 2019 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| (1) | Mr. Lian was appointed as President, Chief Executive Officer, Chief Financial Officer and a Director on September 29, 2020. |
| (2) | Mr. Bekees was resigned as President, Chief Executive Officer, Chief Financial Officer and a Director on September 29, 2020. |
SUMMARY COMPENSATION TABLE
There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROL
As of April 30, 2020, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 20, 2020 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
| 22 |
| Table of Contents |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Class(1) |
| |
| Principal Stockholders
Skycrest Holdings Limited Suite 1, 2nd Floor Sound & Vision House, Francis Rachel Str., Victoria, Mahe, Seychelles |
| 3,000,000 Shares of Common Stock |
|
| 71.60 | % |
| Directors and Executive Officers as a Group |
| 3,000,000 Shares of Common Stock |
|
| 71.60 | % |
_________________
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 20, 2020. As of December 20, 2020, there were 4,190,000 shares of our company’s common stock issued and outstanding. |
Item 13. Certain Relationships and Related Transactions
No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Item 14. Principal Accountant Fees and Services
During fiscal year ended April 30, 2020, we incurred approximately $14,000 for the year ended April 30, 2020 and $6,500 for the period ended April 30, 2019 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements.
| 23 |
| Table of Contents |
The following exhibits are filed as part of this Annual Report.
| Exhibits: |
|
|
|
|
|
|
|
| Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
|
|
|
|
|
| Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act | |
|
|
|
|
|
|
| 24 |
| Table of Contents |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BOXXY INC. |
| ||
|
|
|
| |
| Dated: December 28, 2020 | By: | /s/ Lian Yao Bin |
|
|
|
| Lian Yao Bin, President and Chief Executive Officer and Chief Financial Officer |
|
| 25 |
EXHIBIT 31.1
CERTIFICATION
I, Lian Yao Bin, Chief Executive Officer and Chief Financial Officer of Boxxy Inc., certify that:
| 1. | I have reviewed this Form 10-K of Boxxy Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
| d) | disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
Date: December 28, 2020
| /s/ Lian Yao Bin |
|
| Lian Yao Bin |
|
| President, Chief Executive Officer, Chief Financial Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Boxxy Inc. (the "Company") on Form 10-K for the period ended April 30, 2020 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 28, 2020
| /s/ Lian Yao Bin |
|
| Lian Yao Bin |
|
| President, Chief Executive Officer, Chief Financial Officer |
|