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Boxxy Inc. – ‘10-Q’ for 7/31/22

On:  Friday, 9/16/22, at 3:18pm ET   ·   For:  7/31/22   ·   Accession #:  1640334-22-2024   ·   File #:  333-213553

Previous ‘10-Q’:  ‘10-Q’ on 3/15/22 for 1/31/22   ·   Next:  ‘10-Q’ on 12/14/22 for 10/31/22   ·   Latest:  ‘10-Q’ on 3/13/24 for 1/31/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/16/22  Boxxy Inc.                        10-Q        7/31/22   39:1.6M                                   Pubco Reporting … Inc/FA

Document/Exhibit                   Description                      Pages   Size 

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form  i 10-Q

Mark One

For the quarterly period ended  i July 31, 2022

For the transition period from _______ to _______

Commission File No.  i 333-213553

 i 9980 S 300 W Suite 200,  i Sandy,  i UT  i 84070

 i 415- i 968-5642

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.  i 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).  i 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)

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  i ☐ 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 ☒

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

 i 4,190,000 Shares of common stock as of September 14, 2022

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BOXXY INC.

BALANCE SHEETS

AS OF JULY 31, 2022 AND APRIL 30, 2022

(Unaudited)

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

BOXXY INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JULY 31, 2022 AND 2021

(Unaudited)

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

BOXXY INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS JULY 31, 2022 AND 2021

(Unaudited)

Three Months Ended July 31, 2022

Three Months Ended July 31, 2021

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

BOXXY INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2022 AND 2021

(Unaudited)

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

BOXXY INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2022

Mining Property

Impairment

Revenue Recognition

Asset Retirement Obligations

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.

Income Tax

Related Party Balances and Transactions

Basic and Diluted Income (Loss) Per Share

Recent accounting pronouncements

On July 31, 2021, the Company issued a promissory note of $ i 2,822 for the amount the related party paid to the vendors on behalf of the Company during the three months ended July 31, 2021. The note is unsecured with annual interest rate of  i 2% and has a mature date of  i December 31, 2022.

On October 31, 2021, the Company issued a promissory note of $ i 11,450 for the amount the related party paid to the vendors on behalf of the Company during the three months ended October 31, 2021. The note is unsecured with annual interest rate of i 2% and has a mature date of  i December 31, 2022.

On January 31, 2022, the Company issued a promissory note of $ i 7,021 for the amount the related party paid to the vendors on behalf of the Company during the three months ended January 31, 2022. The note is unsecured with annual interest rate of  i 2% and has a mature date of  i December 31, 2022.

On February 4, 2022, the Company’s director sold the promissory notes with aggregate principal of $ i 175,206 and accrued interest of $ i 1,956 to an unaffiliated party. (See Note 5)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 planned to begin exploration on the properties. Due to Covid and economic downturn , we were unable to proceed with the mining property exploration. Upon the expiration of the two years term of the property mining rights, we decided not to extend beyond the original term of the mining rights and was fully impaired through year ended April 30, 2022. We are currently in negotiations to acquire other mining rights.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

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

Results of 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 unaudited condensed financial statements for the three months ended July 31, 2022 and 2021, which are included herein.

Three Months Ended July 31, 2022 and 2021

During the three months ended July 31, 2022 and 2021, the Company did not earn any revenue.

Net loss for the three months ended July 31, 2022 was $7,797 compared to net loss of $7,130 for the three months ended July 31, 2021. During the three months July 31, 2022, the Company incurred less professional fees but recorded more interest expenses from convertible notes.

Liquidity and Capital Resources

Working Capital

Our total current liabilities as of July 31, 2022 were $174,186 as compared to total current liabilities of $175,450 as of April 30, 2022. Our working capital deficiency as of July 31, 2022 was $174,786 as compared $175,450 as of April 30, 2022. The increase in working capital was due to an increase in convertible notes and accrued interest.

Cash Flows

Cash Flows from Operating Activities

Net cash used in operating activities was $7,600 for the three months ended July 31, 2022 compared with $2,822 during the three months ended July 31, 2021.

During the three months ended July 31, 2022, the net cash used in operating activities was attributed to net loss of $7,797, offset by amortization on note discount of $861 and increased by net changes in operating assets and liabilities of $664.

During the three months ended July 31, 2021, the net cash used in operating activities was attributed to net loss of $7,130, decreased by net changes in operating assets and liabilities of $4,308.

Cash Flows from Investing Activities

There were no investing activities during the three months ended July 31, 2022 and 2021.

Cash Flows from Financing Activities

During the three months ended July 31, 2022 and 2021, net cash from financing activities was $7,600 and $2,822, respectively.

During the three months ended July 31, 2022, we received $7,600 through issuance of promissory note from an unaffiliated party.

During the three months ended July 31, 2021, we received $2,822 through director’s advancement.

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 $382,177, and working capital deficit of $174,786 at July 31, 2022.

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.

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.

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.

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.

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, the mining property right was fully impaired during the year ended April 30, 2022.

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.

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 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		12/31/25
		4/20/25
		4/30/23
		12/31/22
Filed on:		9/16/22
		9/15/22		NT 10-Q
		9/14/22		NT 10-Q
		8/10/22		10-K
For Period end:		7/31/22		NT 10-Q
		4/30/22		10-K,  NT 10-K
		2/11/22
		2/4/22
		1/31/22		10-Q
		12/15/21
		10/31/21		10-Q
		7/31/21		10-Q
		7/1/21
		4/30/21		10-K
		12/15/20
		11/26/20		8-K
		4/30/20		10-K
		4/20/20		10-Q
		4/16/18
		4/30/16
		4/19/16
				List all Filings

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