Natural Resource Holdings, Inc 10-Q for FY2020 Q3
Natural Resource Holdings, Inc. (NRHI)
About this 10-Q
Natural Resource Holdings, Inc filed this 10-Q on April 20, 2020, covering the quarter ended January 31, 2020 (FY2020 Q3).
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 January 31, 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
(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
boxxyinc@protonmail.com
(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 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 | o
| Accelerated filer | o
|
| Non-accelerated filer | No (Do not check if a smaller reporting company) | Smaller reporting company | Yes
|
| Emerging growth company | Yes
|
|
|
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: Class
Outstanding as of January 31, 2020
Common Stock: $0.001
4,190,000
TABLE OF CONTENTS
PART 1FINANCIAL INFORMATION
Item 1Financial 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 Risk 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
(Unaudited)
|
| January 31, 2020 |
| April 30, 2019 |
| |
| ASSETS |
|
|
|
| |
| Current Assets |
|
|
|
| |
| Cash | $ - |
| $ - |
| |
| Prepaid Expense |
|
|
|
| |
| Total Current Assets |
|
|
|
| |
| Total Assets | $ - |
| $ - |
| |
|
|
|
|
|
| |
| LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
| |
| Liabilities |
|
|
|
| |
| Current Liabilities |
|
|
|
| |
| Accrued expenses | $ 35,189 |
| $ 26,143 |
| |
| Accounts payable | 1,570 |
| 504 |
| |
| Long term debt-current portion | 13,309 |
| 6,973 |
| |
| Other party loan | 4,050 |
| 4,050 |
| |
| Loan from director | 22,482 |
| 12,221 |
| |
| Total Current Liabilities | 76,600 |
| 49,891 |
| |
| Loan payable |
|
| 6,336 |
| |
| Total Liabilities | 76,600 |
| 56,227 |
| |
| Commitments & Contingencies |
|
|
|
| |
| Stockholders Deficit |
|
|
|
| |
| Common stock, par value $0.001; 75,000,000 shares authorized, 4,190,000 and 4,190,000 shares issued and outstanding respectively; | 4,190 |
| 4,190 |
| |
| Additional paid in capital | 22,610 |
| 22,610 |
| |
| Accumulated deficit | (103,400 | ) | (83,027 | ) | |
| Total Stockholders Equity | (76,600 | ) | (56,227 | ) | |
| Total Liabilities and Stockholders Deficit | $ - |
| $ - |
| |
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
3
BOXXY INC. STATEMENT OF OPERATION
(Unaudited)
|
| For the Three Months Ended | For the Three Months Ended | For the Nine Months Ended | For the Nine Months Ended |
| January 31, 2020 | January 31, 2019 | January 31, 2020 | January 31, 2019 | |
|
REVENUES |
$ - |
$ - |
$ - |
$ - |
|
OPERATING EXPENSES | 11,255 |
14,864 | 19,585 |
20,796 |
|
TOTAL OPERATING EXPENSES | 11,255 |
14,864 | 19,585 |
20,796 |
| OTHER EXPENSES |
|
|
|
|
| Interest Expenses | （263 ） | （264 ） | （788 ） | （587 ） |
| TOTAL OTHER EXPENSES | （263 ） | （264 ） | （788 ） | （587 ） |
|
NET LOSS FROM OPERATIONS |
(11,518 ) |
(15,128 ) |
(20,373 ) |
(21,383 ) |
|
PROVISION FOR INCOME TAXES |
– |
– |
– |
– |
|
NET INCOME/ LOSS |
$ (11,518 ) |
$ (15,128 ) |
$ (20,373 ) |
$ (21,383 ) |
|
NET LOSS PER SHARE: BASIC AND DILUTED |
$ (0.00 ) |
$ (0.00 ) |
$ (0.00 ) |
$ (0.00 ) |
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
4,190,000 |
4,190,000 |
4,190,000 |
4,190,000 |
See accompanying notes to the financial statements.
4
STATEMENT OF STOCKHOLDER EQUITY
|
| Common Stock |
Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |
|
| Shares | Amount | Capital | Stage | Equity |
|
|
|
|
|
|
|
| Inception, April 30, 2019 | 4,190,000 | $ 4,190 | $22,610 | $(83,027) | $(56,227) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year ended July 31, 2019 | - | - | - | (2,845) | (2,845) |
|
|
|
|
|
|
|
| Balance, July 31, 2019 | 4,190,000 | $ 4,190 | $ 22,610 | $ (85,872) | $ (59,072) |
|
|
|
|
|
|
|
| Net loss for the quarter ended October 31, 2019 | - | - | - | (6,010) | (6,010) |
|
|
|
|
|
|
|
| Balance, October 31, 2019 | 4,190,000 | $ 4,190 | $ 22,610 | $ (91,882) | $ (65,082) |
|
|
|
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|
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|
|
|
|
|
| Net loss for the quarter ended January 31, 2020
| - | - | - | (11,518) | (11,518) |
|
|
|
|
|
|
|
| Balance, January 31, 2019
| 4,190,000
| $4,190
| $22,610
| $(103,400)
| $(76,600)
|
|
| Common Stock |
Additional Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |
|
| Shares | Amount | Capital | Stage | Equity |
|
|
|
|
|
|
|
| Balance, April 30, 2018 | 4,190,000 | $ 4,190 | $22,610 | $(46,164) | $(19,364) |
|
Net loss for the three months ended July 31, 2018
|
|
|
| $(3,458) | $(3,458) |
| Balance, July 31, 2018 | 4,190,000 | $ 4,190 | $ 22,610 | $ (49,622) | $ (22,822) |
|
|
|
|
|
|
|
| Net loss for the quarter ended October 31, 2018 |
|
|
| (2,797) | (2,797) |
| Balance, October 31, 2018 | 4,190,000 | $ 4,190 | $ 22,610 | (52,419) | (25,619) |
| Net loss for the quarter ended January 31, 2019 |
|
|
| (15,128) | (15,128) |
| Balance, January 31, 2020 | 4,190,000 | $ 4,190 | $ 22,610 | (67,547) | (40,747) |
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
5
BOXXY INC.
STATEMENT OF CASH FLOWS
(Unaudited)
|
|
| For the |
|
| For the |
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net income/loss for the period |
| $ | (20,373 | ) |
| $ | (21,383 | ) |
| Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
|
|
|
|
|
|
|
| Write-off prepayments |
|
|
|
|
|
| 10,814 |
|
| Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
| Accrued expenses |
|
| 8,258 |
|
|
| (1,500 | ) |
| Accounts payable |
|
| 1,066 |
|
|
| – |
|
| Interest payable |
|
| 788 |
|
|
| 587 |
|
| Prepaid expense |
|
| – |
|
|
| (650 | ) |
| CASH FLOWS USED IN OPERATING ACTIVITIES |
|
| (10,261) |
|
|
| (12,132 | ) |
|
|
|
|
|
|
|
|
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| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from notes payables |
|
|
|
|
|
| 10,786 |
|
| Proceed from (Repayment to) director loan |
|
| 10,261 |
|
|
| 148 |
|
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
|
| 10,261 |
|
|
| 10,638 |
|
|
|
|
|
|
|
|
|
|
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| Net Cash Increase for Period |
|
| – |
|
|
| (1,494 | ) |
|
|
|
|
|
|
|
|
|
|
| Cash at the beginning of Period |
|
| – |
|
|
| 1,494 |
|
| Cash at end of Period |
| $ | – |
|
| $ | -- |
|
|
|
|
|
|
|
|
|
|
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| SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
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| Interest paid |
| $ | – |
|
| $ | – |
|
| Income taxes paid |
| $ | – |
|
| $ | – |
|
See accompanying notes to the financial statements.
6
BOXXY INC.
NOTES TO THE FINANCIAL STATEMENTS January 31, 2020
(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 $103,400, and working capital deficit of $76,600 at January 31, 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 – 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 $22,482 and $12,221 as of January 31, 2020 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 January 31, 2020 and April 30, 2019, respectively. The loans payables are unsecured with annual interest rate of 6% and original maturity date of November 10, 2019. The maturity date is extended till November 10, 2020.
9
The Company has outstanding long-term debt-current portion of $13,309 and $6,973 as of January 31, 2020 and April 30, 2019, respectively. The loans payables are unsecured with annual interest rate of 6% and maturity date of April 15, 2020 for $6,973, and July 19, 2020 for $3,736, and September 15, 2020 for $2,600, respectively.
Interest expenses were $788 and $587 for the nine months ended January 31, 2020 and 2019.
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 January 31, 2020, 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 January 31, 2020, as follows:
|
| January 31, 2020 | April 30, 2019 |
| Tax benefit (expenses) at U.S. statutory rate | $ 6,378 | $ 7,741 |
| Change in valuation allowance | (6,378 ) | (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 January 31, 2020, are as follows:
|
| January 31, 2020 | April 30, 2019 |
| Net operating loss | $ 24,024 | $ 17,646 |
| Valuation allowance | (24,024 ) | (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:
|
| January 31, 2020 | April 30, 2019 |
| Balance-Beginning | $ 17,646 | $ 9,905 |
| Increase/(Decrease) in Valuation allowance | 6,378 | 7,741 |
| Balance-Ending | $ 24,024 | $ 17,646 |
10
The Company has accumulated approximately $103,400 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 January 31, 2020 and 2019
During the three months periods ended January 31, 2020 and 2019 we have not generated any revenue.
For the three months periods ended January 31, 2020 and 2019, operating expenses were $11,255 and $14,864, respectively. Operating expenses consist of mainly professional fees.
The Company incurred interest expenses of $263 and $264 for the three months periods ended January 31, 2020 and 2019.
Our net loss for the three months periods ended January 31, 2020 and 2019 were $11,518 and $15,128, respectively.
Nine Months Periods Ended January 31, 2020 and 2019
During the nine months periods ended January 31, 2020 and 2019 we have not generated any revenue.
For the nine months periods ended January 31, 2020 and 2019, operating expenses were $19,585 and $20,796, respectively. Operating expenses consist of mainly professional fees.
The Company incurred interest expenses of $788 and $587 for the nine months periods ended January 31, 2020 and 2019.
Our net loss for the nine months periods ended January 31, 2020 and 2019 were $20,373 and $21,383, respectively.
Liquidity and Capital Resources
As of January 31, 2020, our total assets were $nil. As of January 31, 2020, our current liabilities were $76,600 consisting of director loan of $22,482, accounts payable of $1,570, long term debt-current portion of $13,309, short-term loans payable of $4,050, and accrued expenses of $35,189. Our working capital deficit was $(76,600) as of January 31, 2020, and working capital deficit was $(49,891) as of April 30, 2019, respectively.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities.
For the nine months period ended January 31, 2020 and 2019, net cash flows used in operating activities was $(10,261) and $(12,132), respectively.
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Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the periods nine months ended January 31, 2020 and 2019.
Cash Flows from Financing Activities
For the nine months period ended January 31, 2020 and 2019, net cash flows provided by financing activities was $10,261 and $10,638, respectively. The Company received advances from related parties of $10,261 as working capital for its operations for the nine months ended January 31, 2020. The Company received proceeds from borrowings of $10,786 for the same period in 2019.
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 three 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 inventory;
(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. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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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 January 31, 2020. 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 nine-month period ended January 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
No report required.
31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
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.
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| BOXXY INC.
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| Dated: April 17, 2020 | By: /s/ Andrejs Bekess
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| Andrejs Bekess, President and Chief Executive Officer and Chief Financial Officer
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrejs Bekess, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Boxxy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a 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.The registrant's other certifying officer(s) and I are 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 controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and
(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.The registrant's other certifying officer(s) and I have disclosed, based on our 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: April 17, 2020
/s/ Andrejs Bekess Andrejs Bekess
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrejs Bekess, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Boxxy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a 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.The registrant's other certifying officer(s) and I are 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 controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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; and
(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.The registrant's other certifying officer(s) and I have disclosed, based on our 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: April 17, 2020
/s/ Andrejs Bekess Andrejs Bekess
CHIEF FINANCIAL OFFICER
(PRINCIPAL 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 Quarterly Report of Boxxy, Inc. (the “Registrant”) on Form 10-Q for the nine months ended January 31, 2020 as filed with the Securities and Exchange Commission on the date hereof, I, Andrejs Bekess, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The QuarterlyReport on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
2.The information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Boxxy, Inc.
Date: April 17, 2020
/s/ Andrejs Bekess
Andrejs Bekess
Chief Executive Officer and Chief Financial Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Boxxy, Inc. and will be retained by Boxxy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.