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 [X] 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 [X] 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. o
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] 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[X]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the most practicable date:
TABLE OF CONTENTS
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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, 2016. We intend to engage in the business of selling beauty sample subscriptions. We intend to implement a monthly subscription (approximately $15 with free shipping) for a box full of beauty samples. This samples will be cosmetics, hair care, body care, face care, fragrances, nail polish, skin care, bath and body, treatments products, and other similar items. We will mail this box to subscribers once per month. These samples will range from actual beauty products to protein bars. This box will include cosmetics, nail polish, skin care, bath and body treatments products and other similar items that will vary from month to month.
While no assurances can be provided, we anticipate that we will receive revenue from the sale of these monthly subscriptions, as well as the sale of full sized products we will be offering on our future website. Our monthly subscription service will introduce customers to try products they may not be aware of or have difficulty finding. Our main target market will be a woman in Europe and North America.
We may also earn a commission on some of the transactions by acting as an agent between buyer and seller.
Our supplier benefits
Our company will offer new effective marketing tool to promote the supplier beauty products. We will help the supplier brand to stand out from the large variety of beauty products available on the market, when customers are searching for suitable product. We are hoping to ensure high audience reach and engagement into their brand. We will provide supplier sample with additional booklet containing full information on points of sales, prices, product description and „how to use” info. We provide the links for customers to buy the full-sized supplier products on our website. Our service will introduce the supplier product to large audience without supplier’s significant investment into advertising. We will help to organize the supplier product sampling wisely, by sending samples directly to potential customers.
Our subscribers benefits.
Most consumers want to try a product before committing to a full-size purchase. The monthly subscription service will help subscriber to try products they may not otherwise find themselves. If someone has very little access to high-end brands then our subscription service would be a good way to try new beauty products out before buying. Our subscribers will discover new products and buy with confidence.
Company website
Our main website page will consist of description of our services, prices for subscription, promotion and online subscription form to fill out. Also we are going have contact information about our company, forum for our subscribers with feedback they can leave and the past boxes photos and reviews. Currently we have registered domain www.boxxyinc.com
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Marketing
Our marketing strategy will be email marketing campaign, promotions on our website for new subscribers with discounts and extras. We will advertise on beauty related Internet websites, social media advertising, products tasting. We are hoping to use social media such as Facebook as main source of bringing new customers to our services.
Competition
We compete against a number of companies, most of which have substantially greater resources than we do. The beauty business is characterized by vigorous competition throughout the world. Brand recognition, advertising, promotion, quality, performance, availability and price are some of the factors that impact consumers’ choices among online beauty sample subscription services. Biggest multinational competitors engaged in the online beauty supply business are: birchbox.com, beautybar.com and glossybox.com.
Agreement
On April 28, 2016, we entered into a written Agreement with SIA “Glancebox”. SIA “Glancebox will supply us with beauty products samples. Our compensation for distributing the beauty products will be commission. Commission will be 10% of proceed from subscription services cost. Customers will pay commission to Boxxy Inc. Boxxy Inc will remit compensation commission to SIA “Glancebox” within sixty days after the subscription service was paid. This Distribution Agreement is non-exclusive. A copy of the Distribution Agreement is included as Exhibit 10.1 with the registration statement of which this prospectus is a part.
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.
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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, 2017, no shares of our common stock have traded.
Number of Holders
As of April 30, 2017, the 3,000,000 issued and outstanding shares of common stock were held by a total of 1 shareholder of record, our director, Andrejs Bekess.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2017 and 2016. 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
Purchase of our Equity Securities by Officers and Directors
Other Stockholder Matters
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.
FISCAL YEAR ENDED APRIL 30, 2016 COMPARED TO FISCAL YEAR ENDED APRIL 30, 2017.
Our net loss for the fiscal year ended April 30, 2016 was $4,767 compared to a net loss of $12,992 during the fiscal year ended April 30, 2017. During fiscal years ended April 30, 2016 and 2017, the Company has not generated any revenue.
Expenses incurred during the fiscal year ended April 30, 2016 compared to fiscal year ended April 30, 2017 increased primarily due to the increased scale and scope of business operations. Professional fees generally include legal fees, auditor and accounting expenses.
The weighted average number of shares outstanding was 3,000,000 for the fiscal year ended April 30, 2016 and 2017.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED APRIL 30, 2016 and 2017
As of April 30, 2016, our total assets were $0 and our total liabilities were $4,767 comprised of advances from stockholder $1,267 and accrued expenses $3,500.
As of April 30, 2017, our total assets were $160 comprised of cash and cash equivalents and liabilities of $14,919 consisted of advances from stockholder of $11,419 and accrued expenses of $3,500. Stockholders’ equity decreased from $(4,767) as of April 30, 2016 to $(14,759) as of April 30, 2017.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the fiscal year ended April 30, 2017, net cash flows used in operating activities was ($13,152). Cash flows from operating activities for the fiscal year ended April 30, 2016 was $(1,267).
Cash Flows from Investing Activities
We have not generated cash flow from investing activities for the years ended April 30, 2016 and 2017.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended April 30, 2016, net cash from financing activities was $1,267 consisting of director loan. For the fiscal year ended April 30, 2017, net cash from financing activities was $13,152 consisting of director loan of $10,152 and $3,000 proceeds from issuance of common stock.
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.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 are material to investors.
GOING CONCERN
The independent auditors' report accompanying our April 30, 2017 and April 30, 2016 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
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INDEX TO FINANCIAL STATEMENTS
BOXXY INC.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
We have audited the accompanying balance sheets of Boxxy Inc as of April 30, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended April 30, 2017 and the period from April 19, 2016 (Inception) to April 30, 2016. Boxxy Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boxxy Inc as of April 30, 2017 and 2016, and the results of its operations and its cash flows for the year ended April 30, 2017 and the period from April 19, 2016 (Inception) to April 30, 2016, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Boxxy Inc will continue as a going concern. As discussed in Note 3 to the financial statements, these conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
/s/ Jimmy P. Lee, CPA PC
Flushing, NY
July 31, 2017
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BALANCE SHEETS