SEC Info - Boxxy Inc. - ‘10-Q’ for 1/31/22

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factor Signatures Table of Contents Unaudited Condensed Financial Statements Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Unaudited Condensed Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factor
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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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.

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

The Company recognized revenue from the royalty revenue in accordance with ASC 606,”Revenue Recognition” following the five steps procedure:

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

Interest expense was $ i 316 and $ i 560 for the nine months ended January 31, 2022 and 2021, respectively. As of January 31, 2022 and April 30, 2021, accrued interest was $ i 1,596 and $ i 1,279, respectively.

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

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.

We were incorporated in the State of Nevada on April 16, 2016. 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 2022.

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.

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 nine months ended January 31, 2022 and 2021, which are included herein.

Net loss for the three months ended January 31, 2022 was $6,276 compared to net loss of $2,561 for the three months ended January 31, 2021. The increase in net loss during the three months ended January 31, 2022 was due to an increase in other expenses. During the three months ended January 31, 2021, the Company recognized gain on extinguishment of debts of $4,293 recorded under other income.

Net loss for the nine months ended January 31, 2022 was $20,099 compared to net income of $19,487 for the nine months ended January 31, 2021. The increase in net loss during the nine months ended January 31, 2022 was due to an increase in operating expenses and an increase in other expenses. During the nine months ended January 31, 2021, the Company recognized gain on extinguishment of debts of $33,871 recorded under other income.

Our total current liabilities as of January 31, 2022 were $215,212 as compared to total current liabilities of $195,113 as of April 30, 2021. Our working capital deficiency as of January 31, 2022 was $215,212 as compared $195,113 as of April 30, 2021. The increase in current liabilities and working capital deficiency were primarily due to an increase in loan from director of $20,099 with the issuance of promissory note of $175,206 under short-term liabilities during the nine months ended January 31, 2022.

Net cash used in operating activities was $21,293 for the nine months ended January 31, 2022 compared with $4,680 during the nine months ended January 31, 2021.

During the nine months ended January 31, 2022, the net cash used in operating activities was attributed to net loss of $20,099, increased by a decrease in accounts payable and accrued liabilities of $3,428 and decreased by an increase in accrued interest of $2,234.

During the nine months ended January 31, 2021, the net cash used in operating activities was attributed to net income of $19,487, decreased by forgiveness of loans and accrued interest of 33,871 and increased by an increase in accounts payable and accrued liabilities of $9,144 and an increase in accrued interest of $560.

There were no investing activities during the nine months ended January 31, 2022.

Net cash used in investing activities for the nine months ended January 31, 2021 was $125,000 for acquisition of mining property rights.

During the nine months ended January 31, 2022 and 2021, net cash from financing activities was $21,293 and $129,680 derived from director loan, respectively.

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 $123,985, and working capital deficit of $215,212 at January 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.

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.

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

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.

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.

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.

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 nine months ended January 31, 2022.

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 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 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

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.

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.

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

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.

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.

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

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.

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

	January 31, 2022			April 30, 2021

ASSETS
Current Assets

Total Current Assets	$	i -		$	i -

Non-current assets
Mining Property Rights		i 125,000			i 125,000

TOTAL ASSETS	$	i 125,000		$	i 125,000

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	i 36,493		$	i 39,921
Accrued interest		i 1,596			i 1,279
Accrued interest - related party		i 1,917			i -
Loan payable – related party		i 175,206			i 153,913
Total Current Liabilities		i 215,212			i 195,113

Loan payable		i 6,973			i 6,973

Total Liabilities		i 222,185			i 202,086

Stockholders’ Deficit
Common stock, par value $ i 0.001; i 75,000,000 shares authorized, i 4,190,000 shares issued and outstanding		i 4,190			i 4,190
Additional paid-in capital		i 22,610			i 22,610
Accumulated deficit		( i 123,985	)		( i 103,886	)
Total Stockholders’ Deficit		( i 97,185	)		( i 77,086	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	i 125,000		$	i 125,000

	Nine Months Ended
	January 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	( i 20,099	)	$	i 19,487
Adjustments to reconcile net loss to net cash from operating activities:
Gain on extinguishment of debt		i -			( i 33,871	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		( i 3,428	)		i 9,144
Accrued interest – related party		i 1,917			i -
Accrued interest		i 317			i 560
Net cash used in operating activities		( i 21,293	)		( i 4,680	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mining property rights		i -			( i 125,000	)
Net cash used in investing activities		i -			( i 125,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of promissory note from director		i 21,293			i 129,680
Net cash provided by financing activities		i 21,293			i 129,680

Net change in cash and cash equivalents		i -			i -
Cash and cash equivalents - beginning of period		i -			i -
Cash and cash equivalents - end of period	$	i -		$	i -

Supplemental Cash Flow Disclosures
Cash paid for interest	$	i -		$	i -
Cash paid for income taxes	$	i -		$	i -

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of promissory note - related party	$	i 153,913		$	i -

	Three Months Ended
	January 31,						Changes
	2022			2021			Amount			%

Operating Expenses	$	(5,297	)	$	(6,742	)	$	1,445		(21		%)
Other Income (Expenses)		(979	)		4,181			(5,160	)	(123		%)
Net Loss	$	(6,276	)	$	(2,561	)	$	(3,715	)		145	%

	Nine Months Ended
	January 31,						Changes
	2022			2021			Amount			%

Operating Expenses	$	(17,866	)	$	(13,824	)	$	(4,042	)		29	%
Other Income (Expenses)		(2,233	)		33,311			(35,544	)	(107		%)
Net Income (Loss)	$	(20,099	)	$	19,487		$	(39,586	)	(203		%)

Boxxy Inc. – ‘10-Q’ for 1/31/22

On: Tuesday, 3/15/22, at 1:08pm ET · For: 1/31/22 · Accession #: 1640334-22-492 · File #: 333-213553

Previous ‘10-Q’: ‘10-Q’ on 12/10/21 for 10/31/21 · Next: ‘10-Q’ on 9/16/22 for 7/31/22 · Latest: ‘10-Q’ on 3/13/24 for 1/31/24

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factor	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

	As of			As of
	January 31,			April 30,			Changes
	2022			2021			Amount			%

Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	215,212		$	195,113		$	20,099			10	%
Working Capital Deficiency	$	(215,212	)	$	(195,113	)	$	(20,099	)		10	%

31.1		Certification of Chief Executive 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

	BOXXY INC.

Dated: March 15, 2022	By:	/s/ *Lian Yao Bin*
		Lian Yao Bin,
		President and Chief Executive Officer and Chief Financial Officer

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