U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

Mark One

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended April 30, 2020

 

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File No. 333-213553

 

BOXXY INC.

(Exact name of registrant as specified in its charter)

 

Nevada		5960		32-0500871
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

 

WATTOVA 10

OSTRAVA 70200

CZECH REPUBLIC

+420228881919

boxxyinc@protonmail.com

(Address and telephone number of principal executive offices)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒     No ☐

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐     No ☒

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2019, was $3,570,000 based on a $3.00 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

4,190,000 Shares of common stock as of December 20, 2020

 

 

TABLE OF CONTENTS

 

PART 1
ITEM 1	Description of Business		3
ITEM 1A	Risk Factors		4
ITEM 2	Description of Property		4
ITEM 3	Legal Proceedings		4
ITEM 4	Submission of Matters to a Vote of Security Holders		4
PART II
ITEM 5	Market for Common Equity and Related Stockholder Matters		5
ITEM 6	Selected Financial Data		6
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations		6
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk		9
ITEM 8	Financial Statements and Supplementary Data		10
ITEM 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		21
ITEM 9A (T)	Controls and Procedures		21
PART III
ITEM 10	Directors, Executive Officers, Promoters and Control Persons of the Company		22
ITEM 11	Executive Compensation		23
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		23
ITEM 13	Certain Relationships and Related Transactions		24
ITEM 14	Principal Accountant Fees and Services		24
PART IV
ITEM 15	Exhibits		25

 

2

Table of Contents

  

PART I

 

Item 1. Description of Business

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

GENERAL

 

We were incorporated in the State of Nevada on April 16, 2018. We intend to engage in the business of selling beauty sample subscriptions. We intend to implement a monthly subscription (approximately $15 with free shipping) for a box full of beauty samples. This samples will be cosmetics, hair care, body care, face care, fragrances, nail polish, skin care, bath and body, treatments products, and other similar items. We will mail this box to subscribers once per month. These samples will range from actual beauty products to protein bars. This box will include cosmetics, nail polish, skin care, bath and body treatments products and other similar items that will vary from month to month.

 

While no assurances can be provided, we anticipate that we will receive revenue from the sale of these monthly subscriptions, as well as the sale of full sized products we will be offering on our future website. Our monthly subscription service will introduce customers to try products they may not be aware of or have difficulty finding. Our main target market will be a woman in Europe and North America.

 

We may also earn a commission on some of the transactions by acting as an agent between buyer and seller.

 

Our supplier benefits

 

Our company will offer new effective marketing tool to promote the supplier beauty products. We will help the supplier brand to stand out from the large variety of beauty products available on the market, when customers are searching for suitable product. We are hoping to ensure high audience reach and engagement into their brand. We will provide supplier sample with additional booklet containing full information on points of sales, prices, product description and „how to use” info. We provide the links for customers to buy the full-sized supplier products on our website. Our service will introduce the supplier product to large audience without supplier’s significant investment into advertising. We will help to organize the supplier product sampling wisely, by sending samples directly to potential customers.

 

Our subscribers benefits.

 

Most consumers want to try a product before committing to a full-size purchase. The monthly subscription service will help subscriber to try products they may not otherwise find themselves. If someone has very little access to high-end brands then our subscription service would be a good way to try new beauty products out before buying. Our subscribers will discover new products and buy with confidence.

 

3

Table of Contents

 

Marketing

 

Our marketing strategy will be email marketing campaign, promotions on our website for new subscribers with discounts and extras. We will advertise on beauty related Internet websites, social media advertising, products tasting. We are hoping to use social media such as Facebook as main source of bringing new customers to our services.

 

Competition

 

We compete against a number of companies, most of which have substantially greater resources than we do. The beauty business is characterized by vigorous competition throughout the world. Brand recognition, advertising, promotion, quality, performance, availability and price are some of the factors that impact consumers’ choices among online beauty sample subscription services. Biggest multinational competitors engaged in the online beauty supply business are: birchbox.com, beautybar.com and glossybox.com.

 

EMPLOYEES AND EMPLOYMENT AGREEMENTS

 

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

 

Item 1A. Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 2. Description of Property

 

We do not own any real estate or other properties.

 

Item 3. Legal Proceedings

 

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

4

Table of Contents

  

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

 

Market Information

 

There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. As of April 30, 2020, no shares of our common stock have traded.

 

Number of Holders

 

As of December 20, 2020, the 4,190,000 issued and outstanding shares of common stock were held by a total of 31 shareholder of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2020 and 2019. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

None.

 

Purchase of our Equity Securities by Officers and Directors

 

None.

 

Other Stockholder Matters

 

None.

  

5

Table of Contents

 

Item 6. Selected Financial Data

 

Not applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Results of Operations

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

The following summary of our operations should be read in conjunction with our audited financial statements for the years ended April 30, 2020 and 2019, which are included herein:

 

		Year Ended
		April 30,								Changes
		2020				2019				Amount				%
Operating expenses		$	25,617			$	36,047			$	(10,430	)			(29	)%
Other expenses			1,044				816				228				28	%
Net Loss		$	26,661			$	36,863			$	(10,202	)			(28	)%

 

6

Table of Contents

  

During the year ended April 30, 2020 and 2019, the Company did not earn any revenue.

 

Net loss for the year ended April 30, 2020 was $26,661 compared to $36,863 for the year ended April 30, 2019. The decrease in net loss during the year ended April 30, 2020 was due to a decrease in operating expenses.

 

Our operating expenses for the year ended April 30, 2020 was $25,617 compared to $36,047 for the year ended April 30, 2019. The decrease in operating expenses during the year ended April 30, 2020 was due to a decrease in professional fees paid to attorneys, auditors and transfer agents.

 

During the year ended April 30, 2020 and 2019, the Company incurred interest expense of $1,044 and $816, respectively.

  

Liquidity and Capital Resources

 

Working Capital

 

		As of				As of
		April 30,				April 30,				Changes
		2020				2019				Amount				%
Current Assets		$	-			$	-			$	-
Current Liabilities		$	75,915			$	49,891			$	26,024				52	%
Working Capital Deficiency		$	(75,915	)		$	(49,891	)		$	(26,024	)			52	%

   

Our total current liabilities as of April 30, 2020 were $75,915 as compared to total current liabilities of $49,891 as of April 30, 2019. The increase was primarily due to an increase in accounts payable and accrued liabilities, loan form director and accrued interest.

 

Our working capital deficiency as of April 30, 2020 was $75,915 as compared to our working capital deficiency of $49,891 as of April 30, 2019. The increase in working capital deficiency was mainly due to an increase in accounts payable and accrued liabilities, loan form director and accrued interest.

 

Cash Flows

 

		Year Ended
		April 30,								Changes
		2020				2019				Amount				%
Cash flows used in operating activities		$	(10,261	)		$	(13,881	)		$	3,620				(26	)%
Cash flows used in investing activities			-				-				-				-
Cash flows provided by financing activities			10,261				12,387				(2,126	)			(17	)%
Net changes in cash		$	-			$	(1,494	)		$	1,494				-

 

7

Table of Contents

 

Cash Flows from Operating Activities

 

Net cash used in operating activities was $10,261 for the year ended April 30, 2020 compared with $13,881 used in operating activities during the year ended April 30, 2019.

 

During the year ended April 30, 2020, the net cash used in operating activities was attributed to net loss of $26,661, decreased by an increase in accounts payable and accrued liabilities of $15,356 and an increase in accrued interest of $1,044.

 

During the year ended April 30, 2019, the net cash used in operating activities was attributed to net loss of $36,863, decreased by a decrease in prepaid expenses of $10,814 and an increase in accounts payable and accrued liabilities of $12,168.

 

Cash Flows from Investing Activities

 

We have not generated cash flow from investing activities for the year ended April 30, 2020 and 2019.

 

Cash Flows from Financing Activities

 

During the year ended April 30, 2020, net cash from financing activities was $10,261 compared to $13,881 during the year ended April 30, 2019. Proceeds from financing activities during the year ended April 30, 2020 were derived entirely from advancement from director. Proceeds from financing activities during the year ended April 30, 2019 were derived from proceeds from long-term debts of $10,786 and advancement from director of $1,601. 

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Going Concern

 

The independent auditors' report accompanying our April 30, 2020 and April 30, 2019 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Contractual Obligations

 

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

8

Table of Contents

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

  

Critical Accounting Policies

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.

  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

9

Table of Contents

  

Item 8. Financial Statements and Supplementary Data

 

INDEX TO FINANCIAL STATEMENTS

 

BOXXY INC.

 

TABLE OF CONTENTS

 

Report of Independent Registered Accounting Firm		11
Balance Sheets as of April 30, 2020 and 2019		12
Statements of Operations for the Years ended April 30, 2020 and 2019		13
Statements of Stockholder’s Deficit for the Years ended April 30, 2020 and 2019		14
Statements of Cash Flows for the Years ended April 30, 2020 and 2019		15
Notes to the Financial Statements		16

 

10

Table of Contents

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To:         The Board of Directors and Stockholders of

               Boxxy Inc.

 

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Boxxy Inc. (the Company) as of April 30, 2020 and 2019, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph Regarding Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ JLKZ CPA LLP

 

We have served as the Company’s auditor since May 12, 2016

 

JLKZ CPA LLP.

Flushing, New York

December 23, 2020

 

11

Table of Contents

  

BOXXY INC.

BALANCE SHEETS

AS OF APRIL 30, 2020 AND 2019

 

		April 30, 2020				April 30, 2019
ASSETS
Current Assets
Total Current Assets		$	-			$	-
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	41,187			$	25,831
Accrued interest			1,860				816
Loans payable			6,336				6,973
Other party loan			4,050				4,050
Loan form director			22,482				12,221
Total Current Liabilities			75,915				49,891
Loan payable			6,973				6,336
Total Liabilities			82,888				56,227
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			(109,688	)			(83,027	)
Total Stockholders’ Deficit			(82,888	)			(56,227	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	-

 

The accompanying notes are an integral part of these audited financial statements.

 

12

Table of Contents

  

BOXXY INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED APRIL 30, 2020 AND 2019

 

		Year Ended
		April 30,
		2020				2019
OPERATING EXPENSES
General and administrative expenses		$	25,617			$	36,047
Total Operating Expenses			25,617				36,047
OTHER EXPENSES
Interest expense			(1,044	)			(816	)
			(1,044	)			(816	)
Loss from operations			(26,661	)			(36,863	)
Provision for income taxes			-				-
NET LOSS		$	(26,661	)		$	(36,863	)
NET LOSS PER SHARE: BASIC AND DILUTED		$	(0.01	)		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			4,190,000				4,190,000

 

The accompanying notes are an integral part of these audited financial statements.

 

13

Table of Contents

  

BOXXY INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED APRIL 30, 2020 AND 2019

 

		Common Stock								Additional								Total
		Number of Shares				Amount				Paid-in Capital				Accumulated Deficit				Stockholders' Deficit
Balance - April 30, 2018			4,190,000			$	4,190			$	22,610			$	(46,164	)		$	(19,364	)
Net loss			-				-				-				(36,863	)			(36,863	)
Balance - April 30, 2019			4,190,000			$	4,190			$	22,610			$	(83,027	)		$	(56,227	)
Net loss			-				-				-				(26,661	)			(26,661	)
Balance - April 30, 2020			4,190,000			$	4,190			$	22,610			$	(109,688	)		$	(82,888	)

 

The accompanying notes are an integral part of these audited financial statements.

 

14

Table of Contents

  

BOXXY INC.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED APRIL 30, 2020 AND 2019

 

		Year Ended
		April 30,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(26,661	)		$	(36,863	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Changes in operating assets and liabilities:
Prepaid expenses			-				10,814
Accounts payable and accrued liabilities			15,356				12,168
Accrued interest			1,044				-
Net cash used in operating activities			(10,261	)			(13,881	)
CASH FLOWS FROM INVESTING ACTIVITIES			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debts			-				10,786
Proceeds from director loan			10,261				1,601
Net cash provided by financing activities			10,261				12,387
Net change in cash and cash equivalents			-				(1,494	)
Cash and cash equivalents - beginning of period			-				1,494
Cash and cash equivalents - end of period		$	-			$	-
Supplemental Cash Flow Disclosures
Cash paid for interest		$	-			$	1,631
Cash paid for income taxes		$	-			$	-

 

The accompanying notes are an integral part of these audited financial statements.

  

15

Table of Contents

  

BOXXY INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

APRIL 30, 2020

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Boxxy Inc. (the “Company”) was incorporated in Nevada on April 19, 2018. We are a development stage company that intends to develop an online beauty sample subscription service. We will mail this box once per month. Generally, subscriber will receive the box with 6-8 samples and 1-2 bonus items. This samples maybe cosmetics, hair care, body care, face care, fragrances, nail polish, skin care, bath and body, treatments products, etc. We are not going to pay for the samples we are getting from our supplier partners. We may also earn a commission on some of the transactions by acting as an agent between buyer and seller.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is April 30.

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of accounts payable and accrued liabilities, accrued interest, current portion of long-term debt, other party loan and loan from director approximates its fair value due to their short-term maturity.

 

Revenue Recognition

 

The Company recognizes revenue from the online beauty sample subscription services in accordance with ASC 606,”Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

16

Table of Contents

  

Start-Up Costs

 

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 4)

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At April 30, 2020, there were no unrecognized tax benefits. (See Note 7)

 

Basic and Diluted Income (Loss) Per Share

 

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2020 and 2019, the Company has no dilutive instruments.

 

Commitment and contingencies

 

None

 

Recent accounting pronouncements

 

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

17

Table of Contents

 

As reflected in the financial statements, the Company had an accumulated deficit of $109,688, and working capital deficit of $75,915 at April 30, 2020.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

The Company has received capital from the director of the Company to pay for the Company expenses that are unsecured, non-interest bearing and due on demand. During the year ended April 30, 2020 and 2019, the director advanced $10,261 and $1,601 to the Company for paying operating expenses. As of April 30, 2020 and 2019, the loan from director was $22,482 and $12,221 as of April 30, 2020 and April 30, 2019, respectively.

 

NOTE 5 – LOAN PAYABLE

 

The Company has outstanding loans payable of $6,336 and $6,973 as of April 30, 2020 and April 30, 2019, respectively. The loans payable are unsecured with annual interest rate of 6% and maturity date of July 19, 2020 for the loan of $3,736 and September 15, 2020 for the loan of $2,600, respectively.

 

The Company has outstanding long-term loan payable of $6,973 and $6,336 as of April 30, 2020 and April 30, 2019, respectively. The loan payable is unsecured with annual interest rate of 6% and original maturity date of April 15, 2020. The maturity date is extended through April 15, 2025.

 

The Company has outstanding other party loan of $4,050 and $4,050 as of April 30, 2020 and April 30, 2019, respectively. The loan payable is unsecured with annual interest rate of 6% and original maturity date of November 10, 2019. The maturity date is extended through November 10, 2020.

 

Interest expenses were $1,044 and $816 for the year ended April 30, 2020 and 2019, respectively. 

 

NOTE 6 – STOCKHOLDER’S EQUITY

 

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

 

As of April 30, 2020 and April 30, 2019, the Company had 4,190,000 shares issued and outstanding.

 

18

Table of Contents

 

NOTE 7 – INCOME TAX

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

  

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2020 and 2019, are as follows:

 

		April 30,				April 30,
		2020				2019
Net operating loss carryforward		$	(99,687	)		$	(73,027	)
Statutory tax rate			21	%			21	%
Deferred tax asset			23,245				15,546
Less: Valuation allowance			(23,245	)			(15,546	)
Net deferred asset		$	-			$	-

 

As of April 30, 2020, the Company had $99,687 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018, can be carryforward for twenty years, whereas NOLs generated after April 30, 2018 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2020are subject to review by the tax authorities.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the April 30, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

19

Table of Contents

  

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A(T). Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2019 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
	2.	We did not maintain appropriate cash controls – As of April 30, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
	3.	We did not implement appropriate information technology controls – As at April 30, 2019, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2020 based on criteria established in Internal Control—Integrated Framework issued by COSO.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

20

Table of Contents

  

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The name, address and position of our present officers and directors are set forth below:

 

Name and Address of Executive Officer and/or Director		Age		Position
Lian Yao Bin		53		Director, President, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer
569 South Xizang Road, Shanghai, China 200010

 

Biographical Information and Background of officer and director

 

Lian Yao Bin was appointed as a director of our Company to replace Andrejs Bekess, our former director on September 29, 2020. Mr. Lian received a Bachelor in Business Administration from the Shanghai University of International Business and Economics in 1994. He has significant experience in marketing and sales management, having held varying management positions in Shanghai Yongqiao Plastics, Feizhou Electric Power Equipment and Lijiu Machinery Manufacturing Limited amongst others in the last 2 decades.

 

21

Table of Contents

 

AUDIT COMMITTEE

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

SIGNIFICANT EMPLOYEES

 

We have no employees other than our Treasurer and a sole director, Lian Yao Bin; he currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.

 

Item 11. Executive Compensation

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) for the year ended April 30, 2020 and April 30, 2019.

 

Name and Principal Position		Year		Salary (US$)				Bonus (US$)				Stock Awards (US$)				Option Awards (US$)				Non-Equity Incentive Plan Compensation (US$)				Nonqualified Deferred Compensation Earnings (US$)				All Other Compensation (US$)				Total (US$)
Lian Yao Bin(1)		2020			0				0				0				0				0				0				0				0
President		2019			0				0				0				0				0				0				0				0
Andrejs Bekess(2)		2020			0				0				0				0				0				0				0				0
President		2019			0				0				0				0				0				0				0				0

 

(1)	Mr. Lian was appointed as President, Chief Executive Officer, Chief Financial Officer and a Director on September 29, 2020.

 

(2)	Mr. Bekees was resigned as President, Chief Executive Officer, Chief Financial Officer and a Director on September 29, 2020.

 

SUMMARY COMPENSATION TABLE

 

There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

 

CHANGE OF CONTROL

 

As of April 30, 2020, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of December 20, 2020 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

22

Table of Contents

  

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Class(1)
Principal Stockholders   Skycrest Holdings Limited Suite 1, 2nd Floor Sound & Vision House, Francis Rachel Str., Victoria, Mahe, Seychelles		3,000,000 Shares of Common Stock			71.60	%
Directors and Executive Officers as a Group		3,000,000 Shares of Common Stock			71.60	%

_________________ 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 20, 2020. As of December 20, 2020, there were 4,190,000 shares of our company’s common stock issued and outstanding.

 

Item 13. Certain Relationships and Related Transactions

 

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

 

Item 14. Principal Accountant Fees and Services

 

During fiscal year ended April 30, 2020, we incurred approximately $14,000 for the year ended April 30, 2020 and $6,500 for the period ended April 30, 2019 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements.

 

23

Table of Contents

 

Item 15. Exhibits

 

The following exhibits are filed as part of this Annual Report.

 

Exhibits:
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

 

24

Table of Contents

  

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	BOXXY INC.
Dated: December 28, 2020	By:	/s/ Lian Yao Bin
		Lian Yao Bin, President and Chief Executive Officer and Chief Financial Officer

  

25

<