10-Q 1 boxxy_10q-073118.htm FORM 10-Q

 

Table of Contents

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 July 31, 2018

 

[_] 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)

 

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 o (Do not check if a smaller reporting company) Smaller reporting company þ
Emerging growth company o    

 

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 [_]

 

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[ X ]

 

Applicable Only to Corporate Registrants

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 July 31, 2018
Common Stock: $0.001 4,190,000

 

 

 

   

 

 

 

 

TABLE OF CONTENTS

 

PART 1  FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited) 3
  Balance Sheets 3
  Statements of Operations 4
  Statements of Cash Flows 5
  Notes to Financial Statements 6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3.  Quantitative and Qualitative Disclosures About Market Risk 13
Item 4. Controls and Procedures 14
PART II. OTHER INFORMATION  
Item 1.  Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3.  Defaults Upon Senior Securities 15
Item 4.  Mine safety disclosures 15
Item 5.   Other Information 15
Item 6.  Exhibits 15
  Signatures 16

 

 

 

 

 2 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BOXXY INC.

BALANCE SHEETS

 

   July 31, 2018 (Unaudited)  

April 30, 2018

(Audited)

 
ASSETS          
Current Assets          
Cash  $148   $1,494 
Prepaid Expense   11,464    10,814 
Total Current Assets   11,611    12,308 
           
Total Assets  $11,611   $12,308 
           
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Liabilities          
Current Liabilities          
Accrued expenses  $12,476   $13,976 
Accounts payable   504    504 
Interest payable   126     
Loan from director   10,619    10,619 
Total Current Liabilities   23,725    25,099 
Loan payable   10,709    6,573 
Total Liabilities   34,434    31,672 
           
Commitments & Contingencies        
           
Stockholders’ Deficit          
Common stock, par value $0.001; 75,000,000 shares authorized, 4,190,000 shares issued and outstanding   4,190    4,190 
Additional paid in capital   22,610    22,610 
Accumulated deficit   (49,622)   (46,164)
Total Stockholders’ Equity   (22,822)   (19,364)
           
Total Liabilities and Stockholders’ Deficit  $11,611   $12,308 

 

See accompanying notes to the financial statements.

 

 

 

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BOXXY INC.

STATEMENT OF OPERATION

(Unaudited)

 

  

For the
Three Months
Ended
July 31, 2018

   For the
Three Months
Ended
July 31, 2017
 
         
         
REVENUES  $   $7,053 
           
OPERATING EXPENSES   3,332    2,054 
           
TOTAL OPERATING EXPENSES   3,332    2,054 
           

OTHER EXPENSES

          
Interest Expenses   (126)    
TOTAL OTHER EXPENSES   (126)    
           
NET INCOME (LOSS) FROM OPERATIONS   (3,458)   4,999 
           
           
PROVISION FOR INCOME TAXES        
           
NET INCOME (LOSS)  $(3,458)  $4,999 
           
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)
           
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   4,190,000    3,397,826 

 

 

See accompanying notes to the financial statements.

 

 

 

 4 

 

 

BOXXY INC.

STATEMENT OF CASH FLOWS

(Unaudited)

 

   For the
Three Months
Ended
July 31, 2018
   For the
Three Months
Ended
July 31, 2017
 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income/loss for the period  $(3,458)  $(4,999)
Adjustments to reconcile net loss to net cash (used in) operating activities:          
Changes in assets and liabilities:          
Accrued expenses   (1,500)   (2,000)
Interest payable   126     
Prepaid expense   (650)   (5,814)
CASH FLOWS USED IN OPERATING ACTIVITIES   (5,482)   (2,815)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from borrowing   4,136     
Proceeds from issuance of common stock       12,000 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   4,136    12,000 
           
Net Cash Increase for Period   (1,346)   9,185 
           
Cash at the beginning of Period   1,494    88 
Cash at end of Period  $148   $9,273 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Interest paid  $   $ 
Income taxes paid  $   $ 

 

 

See accompanying notes to the financial statements.

 

 

 

 

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BOXXY INC.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2018

(Unaudited)

 

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Boxxy Inc. (the “Company”) was incorporated in Nevada on April 19, 2017. 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.

 

NOTE 2 – RESTATEMENTS

 

Restatement for the year ending April 30, 2017

 

In preparation of current period financial statements, the Company discovered omitted transactions on a newly opened bank account. Specifically, a deposit of $100 by the sole director and officer of the Company and bank charges of $12 were omitted during the year ended April 30, 2017.

 

The correction of this issue includes recording the $100 deposit by the sole director and officer of the Company as a Loan from director and the $12 bank charges as operating expenses.

 

A summary of the changes to the financial statements originally reported is as follows:

 

   Originally            
   Reported      Adjustment   Restated 
                
Current assets                  
Cash  $   (a)   88   $88 
Prepaid Expense   160           160 
Total Current Assets   160       88    248 
Total Assets   160       88    248 
Liabilities                  
Current Liabilities                  
Accrued Expense   3,500            
Loan from director   11,419   (a)   100    11,519 
Total Liabilities   14,419       100    14,519 
Stockholders’ Deficit                  
Common stock, par value $0.001; 75,000,000 shares authorized, 3,000,000 shares issued and outstanding, respectively;   3,000            
Additional paid-in capital               
Subscription receivables               
Accumulated deficit   (17,759)  (a)   (12)   (17,771)
Total Stockholders' Deficit   (14,759)      (12)   (14,771)
Total Liabilities and Stockholders’ Deficit  $160       88   $248 
                   
Revenues  $          $ 
Operating Expenses   12,992   (a)   12    13,004 
Total Operating Expenses   12,992       12    13,004 
Net loss from operations   (12,992)      (12)   (13,004)
Provision for income taxes               
Net Loss  $(12,992)      (12)  $(13,004)

______________________

(a) To record $100 deposit by the sole director and officer of the Company as a Loan from director and the $12 bank charges as operating expenses.

  

 

 

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NOTE 3- 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, 2018, 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, 2018.

 

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.

 

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.

  

 

 

 7 

 

 

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.

 

 

 

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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.

  

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 2017, the FASB issued ASU No. 2017-01, 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, 2018 on a prospective basis with early adoption permitted. The adoption of this ASU did not have a material impact to the Company’s financial statements.

 

In October 2017, the FASB issued ASU No. 2017-04, 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 4 – 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 $49,622 and working capital deficit of $12,114 at July 31, 2018.

 

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.

 

 

 

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NOTE 5 – 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 $10,619 and $10,619 as of July 31, 2018 and April 30, 2018, respectively.

 

NOTE 6 – LOAN PAYABLE

 

The Company has outstanding loans payable of $10,709 as of July 31, 2018 and $6,573 as of April 30, 2018, respectively. The loans payable are unsecured with annual interest rate of 6%. The maturity date for loan payable of $6,573 is April 15, 2020, and the maturity date for loan payable of $3,736 is July 19, 2020, respectively. Interest expenses were $126 for the period ended July 31, 2018 and $nil for the year ended April 30, 2018.

 

NOTE 7 – STOCKHOLDER’S EQUITY

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

At 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 July 31, 2018, the Company had 4,190,000 shares issued and outstanding.

 

NOTE 8 - INCOME TAXES

 

The reconciliation of income tax benefit (expenses) at the U.S. statutory rate of 21% for the period ended as follows:

 

   July 31,   April 30, 
   2018   2018 
Tax benefit (expenses) at U.S. statutory rate  $726   $3,863 
Change in valuation allowance   (726)   (3,863)
Tax benefit (expenses), net  $   $ 

 

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:

  

   July 31,   April 30, 
   2018   2018 
Net operating loss  $10,631   $9,905 
Valuation allowance   (10,631)   (9,905)
Deferred tax assets, net  $   $ 

 

 

 

 10 

 

 

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:

 

   July 31,   April 30, 
   2018   2018 
Balance-Beginning  $9,905   $6,042 
Increase/(Decrease) in Valuation allowance   726    3,863 
Balance-Ending  $10,631   $9,905 

 

The Company has accumulated approximately $49,622 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which begin to expire in fiscal 2036. 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 9 - COMMITMENT & CONTINGENCIES

 

The Company does not own or lease any real or personal property and does not have any capital commitments.

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through September 14, 2018 and the date that these financial statements were available to be issued. There have been no events that would require adjustment to or disclose in the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

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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 July 31, 2018 and 2017

 

During the three months periods ended July 31, 2018 we have not generated any revenues. During the three months period ended July 31, 2017 we have generated $7,053 in revenue for Agent Commission.

 

Operating expenses

 

For the three months periods ended July 31, 2018 and 2017 were $3,458 and $2,054, respectively. Operating expenses consist of mainly professional fees.

 

Our net loss for the three months periods ended July 31, 2018 and 2017 were $3,458 and $4,987, respectively.

 

Liquidity and Capital Resources

 

As at July 31, 2018, our total assets were $11,611. As at July 31, 2018, our current liabilities were $23,725 consisting of director loan of 10,619, accounts payable of $504, interest payable of $126, and accrued expenses of $12,476. Our working capital deficit was $(12,114) at July 31, 2018 and working capital deficit was$ (12,791) at April 30, 2018, respectively.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three months period ended July 31, 2018, net cash flows used in operating activities was $(5,482). For the three months period ended July 31, 2017, net cash flows used in operating activities was $(2,815).

 

 

 

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Cash Flows from Investing Activities

 

We have not generated cash flows from investing activities for the periods three months ended July 31, 2018 and 2017.

  

Cash Flows from Financing Activities

 

For the three months period ended July 31, 2018, net cash flows provided by financing activities was $4,136 consisting of proceeds from borrowing of $4,136.

 

For the three months period ended July, 2017, net cash flows provided by financing activities was $12,000 consisting of proceeds from common stock subscription $12,000.

 

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.

 

 

 

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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.

 

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 July 31, 2018. 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 three-month period ended July 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

 

 

 

 

 

 

 

 

 

 

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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.

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

ITEM 6. EXHIBITS

 

Exhibits:

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Schema Document
101.CAL XBRL Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Label Linkbase Document
101.PRE XBRL Presentation Linkbase Document

 

 

 

 

 

 

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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: September 14, 2018 By: /s/ Andrejs Bekess
  Andrejs Bekess, President and Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

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