NRHI 10-Q
Natural Resource Holdings, Inc. (NRHI)
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 10-Q
Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2019
[_] 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
(State or Other Jurisdiction of Incorporation or Organization)
5960
(Primary Standard Industrial Classification Number)
32-0500871
(IRS Employer Identification Number)
WATTOVA 10
OSTRAVA 70200 CZECH REPUBLIC
+420228881919
(Address and telephone number of principal executive offices) Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which<br><br>registered |
|---|---|---|
| N/a | N/a | N/a |
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 [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, 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 | [X] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
| Emerging growth company | [X] |
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 [X] No [_]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date: ClassOutstanding as of October 31, 2019 4,190,000
TABLE OF CONTENTS
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited) 3
| Balance Sheets | 3 | |
|---|---|---|
| Statements of Operations | 4 | |
| Statement of Stockholders’ Deficit | 5 | |
| Statements of Cash Flows | 6 | |
| Notes to Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Ris k Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 4. | Controls and Procedures Quantitative and Qualitative Disclosures About Market Risk | 13 |
| PART II. | OTHER Information Controls and Procedures | 14 |
| Item 1 | Legal Proceedings Other Information | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds Legal Proceedings | |
| Item 3 | Defaults Upon Senior Securities Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 4 | Mine safety disclosures Defaults Upon Senior Securities | 14 |
| Item 5 | Other Information Mine safety disclosures | 14 |
| Item 6 | Exhibits Other Information | 14 |
| Signatures Exhibits | 14 | |
| Signatures | 14 | |
| 14 |
BOXXY INC.BALANCE SHEETS
BOXXY INC.STATEMENT OF OPERATION
[(Unaudited) For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended October 31, 2019 October 31, 2018 October 31, 2019 October 31, 2018 REVENUES $ - $ - $ - $ - OPERATING EXPENSES 5,747 2,600 8,330 5,932 TOTAL OPERATING EXPENSES 5,747 2,600 8,330 5,932OTHER EXPENSES Interest Expenses（263）（197）（525）（323）TOTAL OTHER EXPENSES（263）（197）（525）（323） NET LOSS FROM OPERATIONS (6,010 ) (2,797 ) (8,855 ) (6,255 ) PROVISION FOR INCOME TAXES – – – – NET INCOME/ LOSS $ (6,010 ) $ (2,797 ) $ (8,855 ) $ (6,255 ) NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 4,190,0003,397,826 4,190,000 3,000,000 See accompanying notes to the financial statements. 4]()
[(Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Six Six Months ended Months ended Ocotber 31, 2019 October 31, 2018 (8,855 )$ (6,255) Adjustments to reconcile net loss to net cash (used in) operating activities: $ Changes in assets and liabilities: Accrued expenses2,132(1,500 )Accounts payable––Interest payable525323Prepaid expense–(650 )CASH FLOWS USED IN OPERATING ACTIVITIES(6,198 )(8,082 ) CASH FLOWS FROM FINANCING ACTIVITIESProceeds from borrowing– 6,736Proceed from (Repayment to) director loan6,198(148 )CASH FLOWS PROVIDED BY FINANCING ACTIVITIES6,1986,588 Net Cash Increase for Period– (1,494 )Cash at the beginning of Period–1,494 Cash at end of Period–$ – SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid– $ –Income taxes paid–$ –All values are in US Dollars. See accompanying notes to the financial statements. 6 BOXXY INC. NOTES TO THE FINANCIAL STATEMENTS October 31, 2019 (Unaudited) NOTE 1 – ORGANIZATION AND 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- SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES 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 (“US GAAP”) and are presented in US dollars. Interim Financial Information The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These consolidated financial statements should be read in conjunction with the audited financial statements for the year ended April 30, 2019, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim consolidated financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended April 30, 2019. Development Stage Company The Company is a development stage company as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities. The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915. Fiscal Year-End The Company elected April 30 as its fiscal year ending date. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. 7 The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis. Cash and Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Advertising The Company will expense its advertising when incurred. There has been no advertising since inception. 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. Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. The Company’s online beauty sample subscription services are considered to be one performance obligation; therefore, revenue is recognized when services have been provided as each performance obligation is satisfied. Income Taxes Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 8 Earnings per Share The Company has adopted ASC No. 260, “Earnings Per Share” which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. Recently Issued Accounting Pronouncements In October 2018, the FASB issued ASU No. 2018-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. This ASU is effective October 1, 2019 on a prospective basis with early adoption permitted. The Company would apply this guidance to applicable transactions after the adoption date. In October 2018, the FASB issued ASU No. 2018-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This ASU is effective prospectively to impairment tests beginning October 1, 2020, with early adoption permitted. The Company would apply this guidance to applicable impairment tests after the adoption date. The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will 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. As reflected in the financial statements, the Company had an accumulated deficit of $91,882, and working capital deficit of $65,082 at October 31, 2019. 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 – LOAN FROM DIRECTOR 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. The outstanding amounts were $18,419 and $12,221 as of October 31, 2019 and April 30, 2019, respectively. NOTE 5 – LOAN PAYABLE The Company has outstanding short-term loans payable of $4,050 and $4,050 as of October 31, 2019 and April 30, 2019, respectively. The loans payables are unsecured with annual interest rate of 6% and maturity date of November 10, 2020 for $4,050, respectively. 9 The Company has outstanding long-term debt-current portion of $13,309 and $6,973 as of October 31, 2019 and April 30, 2019, respectively. The loans payables are unsecured with annual interest rate of 6% and maturity date of April 15, 2020 for Long term $6,973, and July 19, 2020 for $3,736, and September 15, 2020 for $2,600, respectively. Interest expenses were $525 and $323 for the six months ended October 31, 2019 and 2018. NOTE 6 – STOCKHOLDER’S EQUITY The Company has 75,000,000, $0.001 par value shares of common stock authorized. As of April 30, 2017, the Company issued 3,000,000 shares of common stock to a director for subscription of $3,000 at $0.001 per share, the subscription was received in May 2017. From May 2017 to July 31, 2018, the Company issued 600,000 common shares at $0.02 per share for a total price of $12,000. In August and September 2017, the Company issued 590,000 common shares at $0.02 per share for a total price of $11,800. As of October 31, 2019, the Company had 4,190,000 shares issued and outstanding. NOTE 7 - INCOME TAXES The reconciliation of income tax benefit (expenses) at the U.S. statutory rate of 21% for the period ended October 31, 2019, as follows: October 31, 2019 April 30, 2019Tax benefit (expenses) at U.S. statutory rate$ 3,959 $ 7,741 Change in valuation allowance(3,959 )(7,741 )Tax benefit (expenses), net$ –$ – The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets as of October 31, 2019, are as follows: October 31, 2019 April 30, 2019Net operating loss$ 21,605$ 17,646 Valuation allowance(21,605 )(17,646 )Deferred tax assets, net$ –$ – The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows: October 31, 2019 April 30, 2019Balance-Beginning$ 17,646$ 9,905Increase/(Decrease) in Valuation allowance3,9597,741Balance-Ending$ 21,605 $ 17,646 10 The Company has accumulated approximately $91,882 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years. Such NOL carryover can only offset eighty percent (80%) of taxable income without regard to the new section 199A deduction. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. NOTE 8 - COMMITMENT & CONTINGENCIES The Company does not own or lease any real or personal property and does not have any capital commitments. NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date that these financial statements were available to be issued. 11 FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 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. Results of Operation 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. Three Months Periods Ended October 31, 2019 and 2018 During the three months periods ended October 31, 2019 and 2018 we have not generated any revenue. For the three months periods ended October 31, 2019 and 2018, operating expenses were $5,747 and $2,600, respectively. Operating expenses consist of mainly professional fees. The Company incurred interest expenses of $263 and $197 for the three months periods ended October 31, 2019 and 2018. Our net loss for the three months periods ended October 31, 2019 and 2018 were $6,010 and $2,797, respectively. Six Months Periods Ended October 31, 2019 and 2018 During the six months periods ended October 31, 2019 and 2018 we have not generated any revenue. For the six months periods ended October 31, 2019 and 2018, operating expenses were $8,330 and $5,932, respectively. Operating expenses consist of mainly professional fees. The Company incurred interest expenses of $525 and $323 for the six months periods ended October 31, 2019 and 2018. Our net loss for the six months periods ended October 31, 2019 and 2018 were $8,855 and $6,255, respectively. Liquidity and Capital Resources]()
As of October 31, 2019, our total assets were $nil. As of October 31, 2019, our current liabilities were $65,082 consisting of director loan of $18,419, accounts payable of $504, long term debt-current portion of $13,309, short-term loans payable of $4,050, and accrued expenses of $28,800. Our working capital deficit was $(65,082) as of October 31, 2019, and working capital deficit was $(49,891) as of April30, 2019, respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended October 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES