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, 2021
☐ 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, 2020, 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 July 29, 2021
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
were engaged in the business of selling beauty sample
subscriptions. In December 2020, we acquired several gold mining
claims in Canada as we have switched our focus to the mining
industry. We plan to begin exploration on the properties later in
2021.
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.
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, 2021, no shares of our
common stock have traded.
Number of Holders
As of July 29, 2021, the 4,190,000 issued and outstanding shares of
common stock were held by a total of 7 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during
the fiscal years ended April 30, 2021 and 2020. 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.
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, 2021 and 2020, which are included herein:
|
|
|
Year
Ended
|
|
|
|
|
|
|
|
|
|
|
April
30,
|
|
|
Changes
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
$
|
(27,647
|
)
|
|
$
|
(25,617
|
)
|
|
$
|
(2,030
|
)
|
|
|
8
|
%
|
|
Other income (expenses)
|
|
|
33,449
|
|
|
|
(1,044
|
)
|
|
|
34,493
|
|
|
(3304
|
%)
|
|
Net Income (Loss)
|
|
$
|
5,802
|
|
|
$
|
(26,661
|
)
|
|
$
|
32,463
|
|
|
(122
|
%)
|
During the year ended April 30, 2021 and 2020, the Company did not
earn any revenue.
Net income for the year ended April 30, 2021 was $5,802 compared to
net loss of $26,661 for the year ended April 30, 2020. The increase
in net income during the year ended April 30, 2021 was due to an
increase in other income of $34,114 in relation to forgiveness of
long term debt and accrued interest.
Our operating expenses for the year ended April 30, 2021 was
$27,647 compared to $25,617 for the year ended April 30, 2020. The
increase in operating expenses during the year ended April 30, 2021
was due to an increase in professional fees paid to attorneys,
auditors and transfer agents.
During the year ended April 30, 2021 and 2020, the Company incurred
interest expense of $665 and $1,044, respectively.
Liquidity and Capital Resources
Working Capital
|
|
|
As
of
|
|
|
As
of
|
|
|
|
|
|
|
|
|
|
|
April
30,
|
|
|
April
30,
|
|
|
Changes
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
Current Liabilities
|
|
$
|
195,113
|
|
|
$
|
75,915
|
|
|
$
|
119,198
|
|
|
|
157
|
%
|
|
Working Capital Deficiency
|
|
$
|
(195,113
|
)
|
|
$
|
(75,915
|
)
|
|
$
|
(119,198
|
)
|
|
|
157
|
%
|
Our total current liabilities as of April 30, 2021 were $195,113 as
compared to total current liabilities of $75,915 as of April 30,
2020. 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, 2021 was $195,113 as
compared to our working capital deficiency of $75,915 as of April
30, 2020. 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
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Amount
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in operating activities
|
|
$ |
(28,913 |
) |
|
$ |
(10,261 |
) |
|
$ |
(18,652 |
) |
|
|
182 |
% |
|
Cash flows used in investing activities
|
|
|
(125,000 |
) |
|
|
- |
|
|
|
(125,000 |
) |
|
|
- |
|
|
Cash flows provided by financing
activities
|
|
|
153,913 |
|
|
|
10,261 |
|
|
|
143,652 |
|
|
1400
|
%
|
|
Net changes in cash
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
- |
|
Cash Flows from Operating Activities
Net cash used in operating activities was $28,913 for the year
ended April 30, 2021 compared with $10,261 used in operating
activities during the year ended April 30, 2020.
During the year ended April 30, 2021, the net cash of $28,312 used
in operating activities was attributed to net income of $5,802, and
a decrease in accounts payable and accrued liabilities of $1,266
and increased by an increase in accrued interest of $665.
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.
Cash Flows from Investing Activities
Net cash used in investing activities for the year ended April 30,
2021 was $125,000 for acquisition of mining property rights. We had
no investing activities during the year ended April 30, 2020.
Cash Flows from Financing Activities
During the year ended April 30, 2021, net cash from financing
activities was $153,913 compared to $10,261 derived entirely from
advancement from director, respectively.
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, 2021
and April 30, 2020 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.
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.
Item 8.
Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
BOXXY INC.
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 31, 2021 and 2020, and the related statements
of operations, stockholders’ equity, and cash flows for each of the
years in the two-year period ended April 31, 2021, 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 31, 2021 and 2020, and the results of its operations and its
cash flows for each of the years in the two-year period ended April
31, 2021.
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.
Critical Audit Matter
The Critical Audit Matter communicated below is a matter arising
from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee
and that: (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
/s/ JLKZ CPA LLP
JLKZ CPA LLP.
Flushing, New York
July 29, 2021
We have served as the Company’s auditor since May 12,
2016
BOXXY
INC.
BALANCE SHEETS
AS OF APRIL 30, 2021 AND 2020
|
|
|
April
30,
2021
|
|
|
April
30,
2020
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Mining Property Rights
|
|
|
125,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$ |
125,000 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$ |
39,921 |
|
|
$ |
41,187 |
|
|
Accrued interest
|
|
|
1,279 |
|
|
|
1,860 |
|
|
Long term debt- current
portion
|
|
|
- |
|
|
|
6,336 |
|
|
Other party loan
|
|
|
- |
|
|
|
4,050 |
|
|
Loan from director
|
|
|
153,913 |
|
|
|
22,482 |
|
|
Total Current Liabilities
|
|
|
195,113 |
|
|
|
75,915 |
|
|
|
|
|
|
|
|
|
|
|
|
Loan payable
|
|
|
6,973 |
|
|
|
6,973 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
202,086 |
|
|
|
82,888 |
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
(103,886 |
) |
|
|
(109,688 |
) |
|
Total Stockholders’ Deficit
|
|
|
(77,086 |
) |
|
|
(82,888 |
) |
|
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
|
$ |
125,000 |
|
|
$ |
- |
|
The accompanying notes are an integral part of these audited
financial statements.
BOXXY
INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 2021 AND 2020
|
|
|
Year
Ended
|
|
|
|
|
April
30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
$ |
27,647 |
|
|
$ |
25,617 |
|
|
Total Operating Expenses
|
|
|
27,647 |
|
|
|
25,617 |
|
|
Income (loss) from operations
|
|
|
(27,647 |
) |
|
|
(25,617 |
) |
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(665 |
) |
|
|
(1,044 |
) |
|
Gain on extinguishment of debt
|
|
|
34,114 |
|
|
|
- |
|
|
Other income (expense), net
|
|
|
33,449 |
|
|
|
(1,044 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) before income taxes
|
|
|
5,802 |
|
|
|
(26,661 |
) |
|
Provision for income taxes
|
|
|
- |
|
|
|
- |
|
|
NET INCOME (LOSS)
|
|
$ |
5,802 |
|
|
$ |
(26,661 |
) |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) PER SHARE: BASIC
AND DILUTED
|
|
$ |
0.00 |
|
|
$ |
(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.
BOXXY
INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED APRIL 30, 2021 AND 2020
|
|
|
Common
Stock
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Number
of
Shares
|
|
|
Amount
|
|
|
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Stockholders'
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,802 |
|
|
|
5,802 |
|
|
Balance - April 30, 2021
|
|
|
4,190,000 |
|
|
$ |
4,190 |
|
|
$ |
22,610 |
|
|
$ |
(103,886 |
) |
|
$ |
(77,086 |
) |
The accompanying notes are an integral part of these audited
financial statements.
BOXXY
INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED APRIL 30, 2021 AND 2020
|
|
|
Year
Ended
|
|
|
|
|
April
30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
5,802 |
|
|
$ |
(26,661 |
) |
|
Adjustments to reconcile net loss to net cash
from operating activities:
|
|
|
|
|
|
|
|
|
|
Gain on extinguishment of
debt
|
|
|
(34,114 |
) |
|
|
- |
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
|
(1,266 |
) |
|
|
15,356 |
|
|
Accrued interest
|
|
|
665 |
|
|
|
1,044 |
|
|
Net cash used in operating activities
|
|
|
(28,913 |
) |
|
|
(10,261 |
) |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of mining property
rights
|
|
|
(125,000 |
) |
|
|
- |
|
|
Net cash used in investing activities
|
|
|
(125,000 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from director loan
|
|
|
153,913 |
|
|
|
10,261 |
|
|
Net cash provided by financing activities
|
|
|
153,913 |
|
|
|
10,261 |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
- |
|
|
|
- |
|
|
Cash and cash equivalents - beginning of
period
|
|
|
- |
|
|
|
- |
|
|
Cash and cash equivalents - end of period
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Investing
and Financing Activities
|
|
|
|
|
|
|
|
|
|
Forgiveness of loans
|
|
$ |
10,386 |
|
|
$ |
- |
|
|
Forgiveness of related party
loan
|
|
$ |
22,482 |
|
|
$ |
- |
|
The accompanying notes are an integral part of these audited
financial statements.
BOXXY
INC.
NOTES TO AUDITED FINANCIAL STATEMENTS
APRIL 30, 2021
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Boxxy Inc. (the “Company”) was incorporated in Nevada on April 19,
2018. We were a development stage company that intended to develop
an online beauty sample subscription service.
On November 26, 2020, the Company completed an acquisition of
working interests in certain mining properties as discussed in Note
4 below.
We are currently focusing on mining business.
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.
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.
Mining Property
Costs of lease, exploration, carrying and retaining unproven
mineral properties are expensed as incurred. The Company expenses
all mineral exploration costs as incurred as it is still in the
exploration stage. If the Company identifies proven and probable
reserves in its investigation of its properties and upon
development of a plan for operating a mine, it would enter the
development stage and capitalize future costs until production is
established. When a property reaches the production stage, the
related capitalized costs are amortized on a units-of-production
basis over the proven and probable reserves following the
commencement of production. Interest expense allocable to the cost
of developing mining properties and to construct new facilities is
capitalized until assets are ready for their intended use.
To date, the Company has not established the commercial feasibility
of any exploration prospects; therefore, all exploration costs are
being expensed.
ASC 930-805, “Extractive Activities-Mining: Business Combinations”
states that mineral rights consist of the legal right to explore,
extract, and retain at least a portion of the benefits from mineral
deposits. Mining assets include mineral rights which are considered
tangible assets under ASC 930-805. ASC 930-805 requires that
mineral rights be recognized at fair value as of the acquisition
date. As a result, the direct costs to acquire mineral rights are
initially capitalized as tangible assets. Mineral rights include
costs associated with acquiring patented and unpatented mining
claims.
ASC 930-805 provides that in measuring the fair value of mineral
assets, an acquirer should take into account both:
(a) The value beyond proven and probable reserves (“VBPP”) to the
extent that a market participant would include VBPP in determining
the fair value of the assets.
(b) The effects of anticipated fluctuations in the future market
price of minerals in a manner that is consistent with the
expectations of market participants.
For the year ended April 30, 2021, the Company has capitalized a
total of $125,000 in mining property rights.
Impairment
The Company assesses the carrying costs of the capitalized mineral
properties for impairment under ASC 360-10, “Impairment of
long-lived assets”, and evaluates its carrying value under ASC
930-360, “Extractive Activities - Mining”, annually. An impairment
is recognized when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the mineral properties.
Impairment losses, if any, are measured as the excess of the
carrying amount of the mineral properties over its estimated fair
value.
Based on the Company’s evaluation, no impairment has been recorded
on the unproven mining property for the year ended April 30,
2021.
Revenue Recognition
The Company recognized revenue from the sales of mineral products
produced from mining operations in accordance with ASC
606,”Revenue Recognition” following the five steps
procedure:
Step 1: The contract has been signed by both parties or when the
invoice has been generated and provided to the customer
Step 2: The performance obligations are stated or implied in the
contract or invoice
Step 3: The transaction price has been identified in the contract
or invoice
Step 4: The Company has allocated the transaction price to the
performance obligations pursuant to the contract or invoice
Step 5: The Company satisfied the performance obligations when the
mineral products delivered to the purchaser
The Company recognized revenue from the royalty revenue in
accordance with ASC 606,”Revenue Recognition” following
the five steps procedure:
Step 1: The contract has been signed by both parties for royalty
fees
Step 2: The performance obligations are stated or implied in the
contract
Step 3: The transaction price has been identified in the
contract
Step 4: The Company has allocated the transaction price to the
performance obligations pursuant to the contract
Step 5: The Company has satisfied the performance obligations at
the same period as the sales that generate the royalty payment
Asset Retirement Obligations
The Company records a liability for asset retirement obligations
(“ARO”) associated with its mining properties when those assets are
placed in service. The corresponding cost is capitalized as an
asset and included in the carrying amount of mining properties and
is depleted over the useful life of the properties. Subsequently,
the ARO liability is accreted to its then-present value.
Inherent in the fair value calculation of an ARO are numerous
assumptions and judgments including the ultimate settlement
amounts, inflation factors, credit adjusted discount rates, timing
of settlement, and changes in the legal, regulatory, environmental
and political environments. To the extent future revisions to these
assumptions impact the fair value of the existing ARO liability, a
corresponding adjustment is made to the mining property balance.
Settlements greater than or less than amounts accrued as ARO are
recorded as a gain or loss upon settlement.
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 5)
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, 2021, there were no unrecognized tax
benefits. (See Note 8)
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, 2021 and 2020, the
Company has no dilutive instruments.
Recent accounting pronouncements
In December 2019, the Financial Accounting Standards Board (FASB)
issued Accounting Standard Update No. 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes (ASU 2019-12),
which simplifies the accounting for income taxes. This guidance
will be effective for entities for the fiscal years, and interim
periods within those fiscal years, beginning after December 15,
2020 on a prospective basis, with early adoption permitted. We do
not expect the adoption of this guidance to have a material impact
on the Company’s financial statements.
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.
As reflected in the financial statements, the Company had an
accumulated deficit of $103,886, and working capital deficit of
$195,113 at April 30, 2021.
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 – MINING PROPERTY
On November 26, 2020, the Company entered into an Asset Purchase
Agreement with a vendor to acquire undivided 100% right, title and
interest in and to unpatented mining claims located in the
“Territoire d'Eeyou Istchee Baie-James” Québec, for a purchase
price of $125,000. (Note 5)
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company has received capital from the former director and
current director of the Company to pay for the Company expenses.
The advance is unsecured non-interest bearing, and due on demand.
During the year ended April 30, 2021 and 2020, the director
advanced $153,913 of which $125,000 was paid for claims on an
mining property rights, and $28,913 to the Company for paying
operating expenses, respectively.
As of April 30, 2021 and April 30, 2020, the loan from director was
$153,913 and $22,482, respectively. Loan from former director in
the amount of $22,482 was forgiven as of September 28, 2020.
NOTE 6 – LOAN PAYABLE
The Company has outstanding loans payable of $nil and $6,336 as of
April 30, 2021 and April 30, 2020, respectively. The loans payable
is unsecured with annual interest rate of 6%. On July 1, 2020, the
loan of $3,736 and accrued interest of $448 was forgiven. On
September 15, 2020, the loan of $2,600 and accrued interest of $312
was forgiven.
The Company has outstanding other party loan of $nil and $4,050 as
of April 30, 2021 and April 30, 2020, respectively. The loan
payable is unsecured with annual interest rate of 6%. On November
10, 2020, other party loan of $4,050 and accrued interest of $486
was forgiven.
The Company has outstanding long-term loan payable of $6,973 and
$6,973 as of April 30, 2021 and April 30, 2020, respectively. The
loan payable is unsecured with annual interest rate of 6% and had
an original maturity date of April 20, 2020. The maturity date is
extended through April 20, 2025.
Interest expenses were $665 and $1,044 for the year ended April 30,
2021 and 2020, respectively. As of April 30, 2021 and April 30,
2020, accrued interest was $1,279 and $1,860, respectively.
NOTE 7 – STOCKHOLDER’S EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock
authorized.
As of April 30, 2021 and April 30, 2020, the Company had 4,190,000
shares issued and outstanding.
NOTE 8 – 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, 2021 and 2020, are
as follows:
|
|
|
April
30,
|
|
|
April
30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Net operating loss carryforward
|
|
$ |
(94,888 |
) |
|
$ |
(100,690 |
) |
|
Statutory tax rate
|
|
|
21 |
% |
|
|
21 |
% |
|
Deferred tax asset
|
|
|
(19,926 |
) |
|
|
(21,145 |
) |
|
Less: Valuation allowance
|
|
|
19,926 |
|
|
|
21,145 |
|
|
Net deferred asset
|
|
$ |
- |
|
|
$ |
- |
|
As of April 30, 2021, the Company had $94,888 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 2021 are subject to review by the tax
authorities.
NOTE 9 – RISK AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly
spreading coronavirus disease (COVID-19) outbreak a pandemic. This
pandemic has resulted in governments worldwide enacting emergency
measures to combat the spread of the virus. The Company considered
the impact of COVID-19 on the assumptions and estimates used and
determined that there were no retroactive material adverse impacts
on the Company’s results of operations and financial position at
April 30, 2021. The full extent of the future impacts of COVID-19
on the Company’s operations is uncertain. A prolonged outbreak
could have a material adverse impact on financial results and
business operations of the Company in the future. The Company is
not aware of any specific event or circumstance that would
require an update to its estimates or judgments or a revision of
the carrying value of its assets or liabilities as of the date of
issuance of this Annual Report on Form 10-K. These
estimates may change, as new events occur and additional
information is obtained.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its
operations subsequent to April 30, 2021 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.
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,
2021 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, 2021, 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, 2021, 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, 2021,
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, 2021 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, 2021, 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.
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
|
|
54
|
|
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.
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, 2021 and
April 30, 2020.
|
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)
|
|
2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
President
|
|
2020
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrejs Bekess(2)
|
|
2021
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
President
|
|
2020
|
|
|
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, 2021, 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 July
29, 2021 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.
|
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 |
% |
|
Cede & Co.
PO BOX 20, Bowling Green Station,
New York, NY 10274
|
|
601,100 Shares of Common
Stock
|
|
|
14.35 |
% |
|
Directors
and Executive Officers as a Group
|
|
3,601,100
Shares of Common Stock
|
|
|
85.95 |
% |
_________________
|
(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 July 29, 2021. As of July 29,
2021, 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, 2021, 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
We incurred approximately $15,500 for the year ended April 30, 2021
and $16,000 for the year ended April 30, 2020 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.
Item 15.
Exhibits
The following exhibits are filed as part of this Annual Report.
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: July 29,
2021
|
By:
|
/s/ Lian Yao
Bin
|
|
|
|
|
Lian Yao
Bin,
President and Chief
Executive Officer and
Chief Financial
Officer
|
|
Boxxy (PK) (USOTC:BXXY)
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