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EX-31 - EXHIBIT 31.1 - FlikMedia, Inc.ex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-Q
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended November 30, 2013.
 
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
 
Commission File Number 000-53337
 
CROSSBOX, INC.
(Name of small business issuer in its charter)
 
Nevada
 
27-1139744
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
5000 Birch Street, Suite 4800, Newport Beach, CA 92660
(Address of principal executive offices)
 
(949) 373-7281
(Registrant’s telephone number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
x Yes     ¨ No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes     ¨ No (Not required)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer ¨
 
Accelerated Filer ¨
Non-Accelerated Filer ¨
 
Smaller Reporting Company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   x Yes  ¨ No
 
As of January 3, 2014, there were 15,100,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
 
 
 
CROSSBOX, INC.
 
TABLE OF CONTENTS 
 
 
 
Page
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
ITEM 1.
FINANCIAL STATEMENTS
1
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2
ITEM 3.
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
5
ITEM 4.
CONTROLS AND PROCEDURES
5
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
ITEM 6.
EXHIBITS
7
 
 
 
PART I: FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
 
1

 
CROSSBOX, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
 
For the Periods Ended November 30, 2013 and 2012
 
TABLE OF CONTENTS
 
 
PAGE
 
 
Condensed Balance Sheets
F-1
 
 
Condensed Statements of Operations
F-2
 
 
Condensed Statements of Cash Flows
F-3
 
 
Notes to Condensed Financial Statements – unaudited
F-4 - F-6
 
 
 
CROSSBOX, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
  
 
 
(UNAUDITED)
 
(AUDITED)
 
 
 
Nov 30, 2013
 
May 31, 2013
 
ASSETS
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
Cash
 
$
 
 
$
100
 
 
 
 
 
 
 
 
 
Total Assets
 
$
 
 
$
100
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts Payable
 
 
14,603
 
 
11,092
 
 
 
 
 
 
 
 
 
Advances from Shareholders
 
 
30,000
 
 
20,000
 
 
 
 
 
 
 
 
 
Total Current Liabilities
 
 
44,603
 
 
31,092
 
 
 
 
 
 
 
 
 
Stockholders' Equity (Deficit):
 
 
 
 
 
 
 
Preferred stock, $.001 par value; authorized 5,000,000, none issued
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
Common stock, $.001 par value; 70,000,000 shares authorized 15,100,000 shares issued and outstanding at November 30, 2013 and May 31, 2013
 
 
15,100
 
 
15,100
 
 
 
 
 
 
 
 
 
Additional paid in capital
 
 
45,900
 
 
45,900
 
 
 
 
 
 
 
 
 
Accumulated deficit during the development stage
 
 
(105,603)
 
 
(91,992)
 
 
 
 
 
 
 
 
 
Total Stockholders' Equity (Deficit)
 
 
(44,603)
 
 
(30,992)
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders' Equity (Deficit)
 
$
0
 
$
100
 
 
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
 
 
F-1

 

CROSSBOX, INC.

 

(A DEVELOPMENT STAGE COMPANY)

 
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS
ENDED NOVEMBER 30, 2013 AND 2012
AND FOR THE PERIOD FROM JULY 29, 2009 (INCEPTION)
THROUGH NOVEMBER 30, 2013
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
From
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
July 29,
 
 
 
For the
 
For the
 
For the
 
For the
 
2009
 
 
 
Three
 
Three
 
Six
 
Six
 
(Date of
 
 
 
Months
 
Months
 
Months
 
Months
 
Inception)
 
 
 
Ended
 
Ended
 
Ended
 
Ended
 
To
 
 
 
Nov 30,
 
Nov 30,
 
Nov 30,
 
Nov 30,
 
Nov 30,
 
 
 
2013
 
2012
 
2013
 
2013
 
2013
 
Revenue:
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Total Revenue
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General & administrative
 
 
13,127
 
 
2,523
 
 
13,611
 
 
11,704
 
 
105,603
 
Total Operating Expenses
 
 
13,127
 
 
2,523
 
 
13,611
 
 
11,704
 
 
105,603
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS
 
$
(13,127)
 
 
(2,523)
 
 
(13,611)
 
 
(11,704)
 
 
(105,603)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock Outstanding
 
 
15,100,000
 
 
 
 
 
15,100,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Basic and Fully Dilutive)
 
$
(0)
 
 
 
 
$
(0)
 
 
 
 
 
 
 
 
 
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
 
 
F-2

 
CROSSBOX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED NOVEMBER 30, 2013 AND 2012
AND FOR THE PERIOD FROM JULY 29, 2009 (INCEPTION)
THROUGH NOVEMBER 30, 2013
(UNAUDITED)
 
 
 
For the
 
For the
 
 
 
 
 
Six
 
Six
 
(Date of
 
 
 
Months
 
Months
 
Inception)
 
 
 
Ended
 
Ended
 
July 29, 2009
 
 
 
Nov 30,
 
Nov 30,
 
to Nov 30,
 
 
 
2013
 
2012
 
2013
 
Operating Activities:
 
 
 
 
 
 
 
 
 
 
Net Loss
 
$
(13,611)
 
$
(11,704)
 
$
(105,603)
 
Adjustments to reconcile net (loss)
    to net cash provided by
    operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in Accounts payable
 
 
3,511
 
 
(2,087)
 
 
14,603
 
Issuance of stock for services rendered
 
 
-
 
 
-
 
 
10,000
 
 
 
 
 
 
 
 
 
 
 
 
Net Cash Used in Operating Activities
 
 
(10,100)
 
 
(13,791)
 
 
(81,000)
 
 
 
 
 
 
 
 
 
 
 
 
Investing Activities:
 
 
-
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
Financing Activities:
 
 
 
 
 
 
 
 
 
 
Issuance of common stock for cash
 
 
-
 
 
-
 
 
47,000
 
Receipt of stock subscriptions receivable
 
 
-
 
 
-
 
 
4,000
 
Advances from shareholders
 
 
10,000
 
 
10,000
 
 
30,000
 
Net Cash Provided by Financing Activities
 
 
10,000
 
 
10,000
 
 
81,000
 
Net Increase (Decrease) in Cash
 
 
(100)
 
 
(3,791)
 
 
0
 
 
 
 
 
 
 
 
 
 
 
 
Cash at Beginning of Period
 
 
100
 
 
3,992
 
 
-
 
Cash at End of Period
 
$
-
 
$
201
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
Non-Cash Investing & Financing Activities
 
 
 
 
 
 
 
 
 
 
Issuance of stock for management services rendered
 
$
-
 
$
-
 
$
10,000
 
Issuance of stock for subscriptions receivable
 
$
-
 
$
-
 
$
4,000
 
 
THE FOLLOWING NOTES FORM AN INTEGRAL PART OF THESE STATEMENTS
 
 
F-3

 
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2013
(UNAUDITED)
 
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
 
NATURE OF OPERATIONS
 
CrossBox, Inc., formerly known as Go Green Directories, Inc. (the “Company”), was incorporated under the laws of the State of Nevada on July 29, 2009.  The Company’s activities to date have been limited to organization and capital formation.  The Company is a “development stage company” and has acquired five different domain names with sites all linking with the main website, gogreendirectories.com  Go Green Directories, Inc. will act as a “green pages” listing service for those individuals and corporations offering or in search of, ecologically friendly products and services.
 
BASIS OF PRESENTATION
 
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
 
CASH AND CASH EQUIVALENTS
 
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be
cash equivalents.
 
REVENUE RECOGNITION
 
The Company recognizes revenue at the time services are performed.
 
USE OF ESTIMATES
 
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from these estimates.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable.  The carrying amounts of these financial instruments approximate fair value because of their short-term maturities.  The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
 
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year.  Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants.  Basic and diluted EPS are the same for the Company, as of November 30, 2013, as the Company does not have any common share equivalents outstanding.
 
 
F-4

 
INCOME TAXES:
 
The Company uses the asset and liability method of accounting for income taxes. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities.  Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
 
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.  As of November 30, 2013, the Company has recorded a valuation allowance to fully offset the deferred tax asset of approximately $36,900 related to its cumulative net operating losses of $105,603.
 
CONCENTRATION OF CREDIT RISK:
 
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash.  During the year the Company did not maintain cash deposits at financial institution in excess of the limit covered by the Federal Deposit Insurance Corporation. 
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

NOTE 3 – ACQUISITION OF DOMAIN NAMES AND DEPOSITS
Our web site, www.gogreendirectories.com is currently under construction. We have also purchased www.gogreendirectories.net, www.gogreendirectories.org, and www.gogreendirectories.info. These sites will be automatically linked to the main site. All of these domain names were purchased for an initial two year period for $161.

NOTE 4 – COMMON STOCK
 
On July 31, 2009 the Company issued 5,000,000 shares of its common stock to its President and Chief Executive Officer, Lawson Kerster at a price of $0.001 per share or $5,000 in return for his time effort and expense of forming the company and keeping it in good standing.
 
 
F-5

 
On May 31, 2010 the Company issued 5,000,000 shares of our common stock to our Secretary/Treasurer and Chief Financial Officer, Rachael Hodyno at a price of $0.001 per share or $5,000 in return for her agreement to join our Board of Directors, become an officer of the registrant and her agreement to provide the computer and internet expertise in constructing our websites and providing the server for operation of the sites, at no charge. 
 
On April 30, 2010 the Company issued 4,700,000 shares of our common stock to 43 US persons at a price of $0.01 per share.
 
On July 19, 2010 the Company issued 400,000 shares of our common stock to four US individuals (one representing a children’s Trust), at a price of $0.01 per share.

NOTE 5 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $105,603 since inception.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 

NOTE 6 – SUBSEQUENT EVENT
 
On January 8, 2014, the Company underwent a change of control. The Company’s officers and directors, Brian O’Shaughnessy and Rachael Hodyno resigned from their positions. In their place, Joe Lopez and David Walters were named as executive officers of the Company and as members of the Board of Directors. Mr. Pete Wells was also named a member of the Board. In connection with these changes, Messrs Lopez, Walters and Wells each obtained 2.5 million shares of the Company’s issued and outstanding shares of common stock.
 
 
F-6

 
ITEM 2.
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
 
FORWARD-LOOKING STATEMENTS
 
This Management's Discussion and Analysis or Plan of Operation (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risk factors outlined below.  These factors may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
 
We were incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc.  We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website and the acquisition of our domain names, and the development of our business plan.  We have created a web portal whereby we plan to serve as an all-inclusive information provider for anyone worldwide who is looking to buy, sell or lease environmentally friendly “green” products and services.  It is our intention to list companies or organizations that meet these criteria at no cost initially, complete with contact information and links to their website(s) where available.  We had hoped to demonstrate the positive effects of a Go Green listing and the cost-effective results that we believe we can deliver to a wide range of concerns that wish to be known for their concern for the environment.  However, results of our initial test period were disappointedly low. It has become obvious that an advertising campaign designed to inform our potential clients of our existence and the availability of our services will be necessary for us to continue to implement our business plan. While we have received some in cursory interest, it has become obvious that the current economic picture precludes any broker/dealer sponsored equity offering and management has concluded that the best interests of the shareholders would be best served by actively seeking an acquisition or merger.
 
On January 8, 2014, the Company underwent a change in control whereby the Company’s existing officers and directors were replaced as follows:
 
Joe Lopez – Chief Executive Officer, member of the Board
 
David Walters – Chief Financial Officer, Secretary, Treasurer and member of the Board
 
Pete Wells – member of the Board
 
 
2

 
Current management has decided to enter the $49 billion fitness and equipment market, as more thoroughly discussed below. The Company also changed its name to CrossBox, Inc., to reflect its new business plan.
 
We are a development stage company intending to be engaged in the fitness and equipment business. To date, we have not generated any revenues.
 
Cash on hand at November 30, 2013, was nil as compared to $100 as of May 31, 2013. Our total current liabilities at November 30, 2013 were $44,603 as compared to $31,092 as at May 31, 2013. Advances from shareholders were used to pay for operating expenses for the Company.
 
We currently intend to enter the fitness and equipment business. We believe that we will require a minimum of $1,000,000 to fund operations for the next twelve months, which should allow us to commence our “gym within a gym” concept (see below under “New Business Plan – The three businesses of CrossBox”) and source manufacturing partners to manufacture our speed bag platform. We will be targeting accredited investors for a private placement to raise the necessary funds.
 
During our three month period ended November 30, 2013 and fiscal year ended May 31, 2013, the Company was successful in raising the required funding for operations by way of loans from shareholders.
 
Our ability to meet our financial liabilities and commitments is primarily dependent upon our ability to raise funds from private placements, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.
 
The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
We recently went through a change in control and as a result have new officers and directors. Our new corporate offices are located at 5000 Birch Street, Suite 4800, Newport Beach, California and our telephone number is 949-373-7281. We are a Nevada corporation. 
 
Results of Operations
 
NOVEMBER 30, 2013.
 
We have made some progress in implementing our initial business plan including finalization of a contract for a preliminary list of businesses and individuals offering eco-friendly goods and services. However, it became clear that it was in the best interest of the shareholders that a change in our business plan be made.
 
Revenues
 
Revenues for the period ended November 30, 2013, were $0, reflecting our start-up nature. We have not generated any revenues from the date of incorporation.
 
 
3

 
General and Administrative Expenses
 
General and administrative expenses for the period from July 27, 2009, and ending November 30, 2013, were $105,603.  General and administrative expenses consisted primarily of a deposit on our domain names, consulting fees, travel expenses, and other general and administrative expenses.
 
Net Loss
 
Our net loss for the period ended November 30, 2013, amounted to ($13,611)
 
Operations Plans
 
Thus far our focus has been on the initial corporate formation and capitalization, the building of a central website, the acquisition of our domain names and the development of our business plan.  We conducted a six-month test run of our website with very limited success. As stated above, we have consequently changed our business plans.
Our future financial results will depend primarily on (1) our ability to fully implement our business plan, (2) our ability to raise the capital required by our business plan (3) generate revenue from our business operations and (4) develop our brand awareness.  We cannot assure that we will be successful in any of these activities. 
 
New Business Plan
 
The Company intends, under its new management team, to target the $49 billion fitness and equipment market for its new business operations. In connection with its new operations, the Company has changed its name to “CrossBox, Inc.” Further information in the form of filings and/or information statement or proxy statement are provided in connection with such change..
 
The Company has created a fitness program composed of proven proprietary supramaximal interval training (SMIT) techniques and High Interval Intensity Training (HIIT) utilizing a patented speed bag and high quality boxing gloves. The Company will have the use of the patented speed bag developed and owned by FirstRate Boxing. Information about this speed bag can be found on FirstRate’s website at www.firstrateboxing.com 
 
The Company will be partnering with an internationally known, world class trainer to provide training for instructors to achieve CrossBox certification, thereby providing an effective, rigorous and consistent client experience across all gym locations.  
 
The three businesses of CrossBox
 
CrossBox will be focusing on three (3) fitness equipment related businesses.
 
1. Gym within a Gym
 
The Company intends to leverage its expertise in training techniques and relationship network to expand through “gym-within a-gym” location concepts. It is the Company’s intention create partnerships to have dedicated space and time within established health club networks to provide personal and group training fitness programs. The Company believes its program will be attractive to potential gym partners as they differentiate themselves by offering a boutique, highly regimented group class experience to their members.  In certain markets the Company intends to pursue a strategy of building out standalone micro gyms based around the CrossBox fitness regimen.
 
 
4

 
The recent rise of the micro gym concept is a result of improvements in digital infrastructure, simplicity, affordability and changing consumer tastes and attitudes toward the traditional health club model. The micro gym facilities will be based around interactive modules utilizing the proprietary speed bag platform.  The modules will provide self-led instruction through personalized training programs built around each individual’s fitness goals. The clubs will be open 24 hours per day and can be staffed with just one person during non-peak hours.
 
2. DVD and Home Video
 
The Company intends to develop a CrossBox home video training series available through DVD and digital download to provide further distribution of the fitness programs to reach a wider audience.
 
Individual workouts incorporate cardio and muscular work and range from 25 to 90 minutes in length.
 
Training series will be customized toward different body types, built around specific fitness goals (strength, endurance, weight-loss, etc.) and these provide the consumer with a tailored, varied workout program over 30-60-90 day intervals. 
 
3. Gear And Apparel
 
FirstRate Boxing Patented SpeedBag:
 
History Of First Rate
 
First Rate speed bag platforms were designed by a former boxer, Jeff Crawford, in conjunction with world-class boxing trainer Freddie Roach. During his training program, Crawford discovered that most speed bag platforms could not stand up to the daily pounding of a boxer’s daily training regimen. After retiring from boxing, he developed a speed bag that is easily adjustable and durable. He and Freddie Roach became partners to further develop the product. First Rate now owns a design patent on the speed bag and offers a lifetime warranty on manufacturing defects. The speed bag has received high praise within the industry.
 
CrossBox intends to leverage the stature and reputation achieved within the professional fighting community to expand its product offering to include a full line of boxing and MMA equipment, accessories, apparel, and gym training, classes and services.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
Item 4. Controls and Procedures
 
Disclosure Controls and Procedures
 
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, as of November 30, 2013.
 
 
5

 
Based on this evaluation, our principal executive officer and principal financial officer concluded as of November 30, 2013, that our disclosure controls and procedures were not effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to management, including our principal executive officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
 
Management's Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2013, our internal control over financial reporting is not effective based on these criteria.
 
As a result of the above adjustments, the Balance Sheets, Statement of Operation and Statement of Cash Flows required adjustment to reflect previously unrecorded transactions that occurred during the period ended November 30, 2013.
 
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system.
 
The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.
 
Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.
 
 
6

 
Changes in Internal Control over Financial Reporting
 
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
 
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
 
Remediation Plan
 
Addition of Staff
 
We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.
 
Item 6. Exhibits
 
Exhibit
Number
 
Description of Exhibit
 
Filing
31.01
 
Certification of Principal Executive Officer Pursuant to Rule 13a-14
 
Filed herewith.
31.02
 
Certification of Principal Financial Officer Pursuant to Rule 13a-14
 
Filed herewith.
32.01
 
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
 
Filed herewith.
32.02
 
Certification of Principal Financial Officer, and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
 
Filed herewith
 
 
7

 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
CROSSBOX, INC.
 
 
 
Dated: January 21, 2014
By:
/s/ Joe Lopez
 
Name: Joe Lopez
 
Chief Executive Officer
 
 
 
Dated: January 21, 2014
By:
/s/ David Walters
 
Name: David Walters
 
Secretary and Treasurer
 
 
8