**U.S.
      SECURITIES AND EXCHANGE**


**COMMISSION**


Washington,
      DC 20549




**FORM
      10-KSB**




(Mark
      One)




x Annual
      report under Section 13 or 15 (d) of the Securities Exchange Act of
      1934




For
      the
      fiscal year ended November 30, 2007




o Transition report under Section 13 or 15 (d) of the Securities
      Exchange


Act
      of
      1934 (No fee required)


For
      the
      transition period from _____ to _____





*Commission
      file number 333-132107*





**BOXWOODS,
      INC.**


(Name
      of
      Small Business Issuer in Its Charter)




Delaware
            58-2667713State
                or other jurisdiction of Incorporation
                or Organization)
            (IRS
                Employer Identification No.)





850
      Third Avenue, Suite 1801, New York, NY 10022


(Address
      of Principal Executive Office) (Zip Code)




(646)
      218-1400


(Issuer's
      Telephone Number, Including Area Code)






(Former
      name, former address and former fiscal year,


if
      changed since last report)





Check
      whether the issuer: (1) 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. x Yes o No




State
      the
      number of shares of outstanding of each of the issuer’s classes of common
      equity, as of the latest practicable date: 10,100,000 shares of Common Stock
      as
      of February __, 2008.




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act) x Yes o No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in a definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Issuer's
      revenues for its most recent fiscal year: N/A




At
      January 31, 2008, the aggregate market value of the voting stock held by
      non-affiliates: N/A










**PART
      I**





**Item
      1. Description of Business**




Boxwoods,
      Inc. ("Registrant" or the “Company") is currently an inactive company seeking
      merger and business operations opportunities. Since October 27, 2006 the Company
      has ceased operations, and all previous business activities have been
      discontinued. The Company has no subsidiaries.




The
      Company was incorporated as a limited liability company under the name of
      Somebox, Inc. (“Somebox”) on April 28, 2003 in the State of Delaware and was
      converted into a C corporation on April 12, 2005. The Company’s principal
      business was providing Web-hosting packages and development services that
      combined customized design, open source software and Web-based management tools.
      The Company offered a broad range of products and services, including shared
      and
      dedicated hosting services, e-commerce, application hosting, Web site
      development, marketing and optimization tools.




In
      May
      2005 the Company sold 600,000 shares of its common stock in a private placement
      at a price of $.0001 per share to 39 individuals. In April 2006, the Company
      registered for resale 1,300,000 shares of its common stock belonging certain
      shareholders (although the Company was not obligated to do so by virtue of
      any
      Registration Rights Agreement or other agreement), and subjected itself to
      the
      Securities Exchange Act of 1934 reporting requirements because it believed
      that
      its being a public entity would provide benefits in visibility for carrying
      on
      its business, and provide liquidity to its shareholders.





On
      September 29, 2006, Jeremy Seitz, the principal stockholder of the Company,
      and
      39 other stockholders, as sellers (each, a “Seller”and collectively,
      the ( “Sellers”)
      entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with
      Harborview Master Fund LP (“Harborview”) and Diverse Trading Ltd. (“Diverse”),
      as purchasers (each, a “Purchaser” and collectively, the “Purchasers”). The
      Company was also a party to the Stock Purchase Agreement, but received no
      consideration and undertook no obligations in connection therewith.





Pursuant
      to the terms of the Stock Purchase Agreement, on September 29, 2006 (the
“Closing”), the Sellers sold an aggregate of 9,999,000 shares of the Company’s
      common stock (the “Shares”), representing 99% of the outstanding shares, to the
      Purchasers for an aggregate purchase price of $685,000, all of which has been
      paid. Simultaneous with the Closing, Jeremy Seitz and Valentina Nakic resigned
      as officers and directors of the Company. To fill the vacancies, (i)
      Richard Rosenblum was elected as President, Chief Executive Officer and Chief
      Financial Officer of the Company and David Stefansky was elected as Secretary
      of
      the Company and (ii) David Stefansky was elected as a director. Richard
      Rosenblum and David Stefansky are principals of the general partner of
      Harborview, one of the Purchasers. Neither has an employment agreement with
      the
      Company.




2




The
      Board
      of Directors authorized the Company to discontinue its business operations
      as
      conducted prior to the closing of the transactions which were the subject of
      the
      Stock Purchase Agreement and to transfer such operations and the assets relating
      thereto to Jeremy Seitz, former officer, director and stockholder of the
      Company, in consideration of Mr. Seitz’s assuming all of the liabilities
      relating to such operations and assets.  The transfer to Mr. Seitz and his
      assumption of the liabilities were effected on October 27, 2006. Mr. Seitz
      and
      Valentina Nakic, a former officer and director of the Company, have agreed
      to
      indemnify the Company against any loss or expense relating to the transferred
      operations or assets and also released the Company from any claims which either
      of them may have had against the Company. Mr. Seitz will have the right to
      use
      the name “Somebox, Inc.” or any similar name in the conduct of the transferred
      business operations.





On
      October 4, 2006, with authorization of the Board of Directors and of the
      Purchasers, representing 99% of the outstanding shares of the Company’s common
      stock, an amendment to the Company’s certificate of incorporation was filed in
      the office of the Secretary of State of Delaware, changing the Company’s name to
      Boxwoods, Inc.




The
      Registrant is seeking a merger partner or the acquisition of an operating
      business. Future decisions to merge with or acquire any other entity will be
      based on the opinion of management regarding primarily the quality of the
      businesses that are to be merged or acquired, their potential for future growth,
      the quality of the management of the to-be merged entities, and the benefits
      that could accrue to the stockholders of the Company if the merger or
      acquisition occurred. There can be no guarantee that a merger or acquisition
      will take place, or if a merger does take place that such merger will be
      successful or be beneficial to the stockholders of the Company.




As
      of
      September 29, 2006, the Company ceased having any employees. Its directors
      and
      officers have since provided unpaid services on a part-time basis as needed
      to
      the Company.





**Item
      2. Description of Property**




The
      Company formerly operated out of office space located at 54 Ludlow Street,
      New
      York, NY 10002 provided to it by its president at no cost. Since September
      1,
      2006, the Company has operated, at no cost to the Company, out of the office
      space utilized by Harborview Capital Management LLC, the general partner of
      Harborview, at 850 Third Avenue, Suite 1801, New York, NY 10022.





**Item
      3. Legal Proceedings**




There
      are
      no legal proceedings to which the Company is subject and no such proceedings
      are
      known by the Company to be contemplated.





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





By
      Written Consent of the Majority of Stockholders, stockholders owning the
      majority of the outstanding common stock of the Company voted to transfer the
      business operations of the Company to Jeremy Seitz.




3




**Part
      II**





**Item
      5. Market for Registrant's Common Equity and Related Stockholder
      Matters**





The
      Company was assigned the new symbol “BXWD” by the NASDAQ Stock Market, effective
      October 20, 2006. The Company's common stock has never traded.




As
      of
      November 30, 2007, the Company had approximately 40 shareholders of record
      of
      Company's common stock. No dividends have been declared on the stock in the
      last
      two fiscal years and the Board of Directors does not presently intend to pay
      dividends in the near future.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**




***Safe
      Harbor Statement under the Private Securities Litigation Reform Act of
      1995***




Information
      set forth herein contains "forward-looking statements" which can be identified
      by the use of forward-looking terminology such as "believes," "expects," "may,”
“should" or "anticipates" or the negative thereof or other variations thereon
      or
      comparable terminology, or by discussions of strategy. No assurance can be
      given
      that the future results covered by the forward-looking statements will be
      achieved. The Company cautions readers that important factors may affect the
      Company’s actual results and could cause such results to differ materially from
      forward-looking statements made by or on behalf of the Company.  These
      factors include the Company’s lack of historically profitable operations,
      dependence on key personnel, the success of the Company’s business, ability to
      manage anticipated growth and other factors identified in the Company's filings
      with the Securities and Exchange Commission, press releases and/or other public
      communications.





*General*





On
      September 29, 2006, Jeremy Seitz, the principal stockholder of the Company,
      and
      39 other stockholders, as Sellers entered into the Stock Purchase Agreement,
      with Harborview and Diverse, as Purchasers. The Company was also a party to
      the
      Stock Purchase Agreement, but received no consideration and undertook no
      obligations in connection therewith.





Pursuant
      to the terms of the Stock Purchase Agreement, on September 29, 2006 (the
      Closing Date), the Sellers sold an aggregate of 9,999,000 shares of the
      Company’s common stock (the “Shares”), representing 99% of the outstanding
      shares, to the Purchasers for an aggregate purchase price of $685,000, all
      of
      which has been paid.





The
      Board
      of Directors authorized the Company to discontinue its business operations
      as
      conducted prior to the closing of the transactions which were the subject of
      the
      Stock Purchase Agreement and to transfer such operations and the assets relating
      thereto to Jeremy Seitz, former officer, director and stockholder of the
      Company, in consideration of Mr. Seitz’s assuming all of the liabilities
      relating to such operations and assets.  The transfer to Mr. Seitz and his
      assumption of the liabilities were effected on October 27, 2006. Mr. Seitz
      and
      Valentina Nakic, a former officer and director of the Company, indemnified
      the
      Company against any loss or expense relating to the transferred operations
      or
      assets and also released the Company from any claims which either of them may
      have had against the Company.




4




*Liquidity*




As
      of
      September 6, 2006, the Company discontinued its operations and had no assets
      or
      liabilities. The Company does not have any credit facilities or other
      commitments for debt or equity financing. The Company’s sole expenses for fiscal
      2007 were accounting, legal and filing fees. If the Company decides to commence
      active operations, no assurances can be given that funds will be available
      when
      needed.





*Recent
      Accounting Pronouncements*





In
      June
      2003, the Securities and Exchange Commission adopted final rules under Section
      404 of the Sarbanes-Oxley Act of 2002 ,
      as
      amended by SEC Release No. 33-8889 on February 1, 2008 .
      Commencing with our annual report for the year ended November 30, 2009, we
      will
      be required to include a report of management on our internal control over
      financial reporting. The internal control report must include a statement.





·
            of
                management’s responsibility for establishing and maintaining adequate
                internal control over our financial reporting;




·
            of
                management’s assessment of the effectiveness of our internal control over
                financial reporting as of year end;
                and




·
            of
                the framework used by management to evaluate the effectiveness of
                our
                internal control over financial
                reporting.





Furthermore,
      in the following fiscal year, it is required to file the auditor’s attestation
      report separately on the Company’s internal control over financial reporting on
      whether it believes that the Company has maintained, in all material respects,
      effective internal control over financial reporting.





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157 “ *Fair
      Value Measurements”* ("FAS
      157"). This Statement defines fair value as used in numerous accounting
      pronouncements, establishes a framework for measuring fair value in generally
      accepted accounting principles and expands disclosure related to the use of
      fair
      value measures in financial statements. The Statement is to be effective for Boxwood s’
      financial statements issued in 2008; however, earlier application is encouraged.
      Boxwoods is currently evaluating the timing of adoption and the impact that
      adoption might have on its financial position or results of
      operations.





On
      February 15, 2007, the FASB issued Statement
      of Financial Accounting Standards No.
      159 *“The
      Fair Value Option for Financial Assets and Financial Liabilities: Including
      an
      amendment of FASB Statement No. 115”* (“SFAS
      No. 159”). SFAS No. 159 permits all entities to elect to measure many financial
      instruments and certain other items at fair value with changes in fair value
      reported in earnings. SFAS No. 159 is effective as of the beginning of the
      first
      fiscal year that begins after November 15, 2007, with earlier adoption
      permitted. We do
      not anticipate that the adoption of this statement will have a material effect
      on our financial condition and results of operations .





In
      June
      2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 *“Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities”* (“EITF
      Issue No. 07-3”) which is effective for fiscal years beginning after December
      15, 2007.  EITF Issue No. 07-3 requires that nonrefundable advance
      payments for future research and development activities be deferred and
      capitalized.  Such amounts will be recognized as an expense as the
      goods are delivered or the related services are performed.  The
      Company does not expect the adoption of EITF Issue No. 07-3 to have a material
      impact on the financial results of the Company.





In
      December 2007, the FASB issued FASB
      Statement No. 141
      (Revised 2007) *“Business
      Combinations”* (“SFAS
      No. 141(R)”), which requires the Company to record fair value estimates of
      contingent consideration and certain other potential liabilities during the
      original purchase price allocation, expense acquisition costs as incurred and
      does not permit certain restructuring activities previously allowed under
      Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
      purchase accounting.  SFAS No. 141(R) applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s fiscal year ending November 30, 2009 for all
      prospective business acquisitions. The Company has not determined the effect
      that the adoption of SFAS No. 141(R) will have on the financial results of
      the
      Company.




In
      December 2007, the FASB issued FASB
      Statement No. 160 *“Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No.
      51”* (“SFAS
      No. 160”), which causes noncontrolling interests in subsidiaries to be included
      in the equity section of the balance sheet.  SFAS No. 160 applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s fiscal year ending November 30, 2009 for all
      prospective business acquisitions.  The Company has not determined the
      effect that the adoption of SFAS No. 160 will have on the financial results
      of
      the Company.


5




The
      Financial Accounting Standards Board, the Emerging Issues Task Force (the
“EITF”) and the Securities and Exchange Commission have issued certain other
      accounting pronouncements and regulations as of November 30, 2007 that will
      become effective in subsequent periods; however, management of Boxwoods does
      not
      believe that any of those pronouncements would have significantly affected
      Boxwoods’ financial accounting measurements or disclosures had they been in
      effect during 2007, and it does not believe that any of those pronouncements
      will have a significant impact on Boxwoods’ financial statements at the time
      they become effective.




*Off-Balance
      Sheet Arrangements*





We
      have
      no off-balance sheet arrangements.




6





**Item
      7. Financial Statements**





**BOXWOODS,
      INC.**





**NOVEMBER
      30, 2007**





**INDEX
      TO FINANCIAL STATEMENTS**


Contents
              
              Page(s)Report
                  of Independent Registered Public Accounting Firm
              
              
              F-2Balance
                  Sheet
              
              
              F-3Statements
                  of Operations
              
              
              F-4Statement
                  of Stockholders’ Deficit
              
              
              F-5Statements
                  of Cash Flows
              
              
              F-6Notes
                  to the Financial Statements
              
              
              F-7
                  to F-9




F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Boxwoods,
      Inc.


New
      York,
      NY





We
      have
      audited the accompanying balance sheet of Boxwoods, Inc. as of November 30,
      2007
      and the related statements of operations, stockholders’ deficit and cash flows
      for the fiscal years ended November 30, 2007 and 2006. These financial
      statements are the responsibility of the Company’s management.  Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audit 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 includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the financial statements.  An
      audit also includes 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 Boxwoods, Inc., as of November
      30,
      2007 and the results of its operations and its cash flows for the fiscal years
      ended November 30, 2007 and 2006 in conformity with accounting principles
      generally accepted in the United States of America.




The
      accompanying financial statements have been prepared assuming that Boxwoods,
      Inc. will continue as a going concern. As discussed in Note 3 to the financial
      statements, Boxwoods,
      Inc. is currently inactive, and is now seeking merger opportunities. Since
      October 27, 2006 the Company has ceased operations, and all previous business
      activities have been discontinued. These
      factors raise substantial doubt about the Company’s ability to continue as a
      going concern. Management’s plans in regards to these matters are also described
      in Note 3. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.






*/s/
      Li & Company, PC*


Li
      & Company, PC





Skillman,
      New Jersey


January
      18, 2008




F-2




**BOXWOODS,
      INC.**





Balance
      Sheet


November
      30, 2007





ASSETSTOTAL
                ASSETS
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIES:Accrued
                expenses
            
            $
            19,500Due
                to shareholders
            
            
            28,000Total
                Current Liabilities
            
            
            47,500STOCKHOLDERS’
                DEFICIT:Preferred
                stock at $0.0001 par value; 1,000,000 shares authorized; no shares
                issued
                or outstanding
            
            
            -Common
                stock at $0.0001 par value; 25,000,000 shares authorized; 10,100,000
                shares issued and outstanding
            
            
            1,010Additional
                paid-in capital
            
            
            (5,217
            )Accumulated
                deficit
            
            
            (43,293
            )Total
                Stockholders’ Deficit
            
            
            (47,500
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            -




See
                accompanying notes to the financial
                statements.




F-3





**BOXWOODS,
      INC.**





Statements
      of Operations


For
      the
      Fiscal Years Ended November 30, 2007 and 2006




2007
            
            
            2006General
                and administrative
            
            $
            22,500
            
            $
            25,000Loss
                from continuing operations before income taxes
            
            
            (22,500
            )
            
            (25,000
            )Income
                taxes
            
            
            -
            
            
            -Loss
                from continuing operations
            
            
            (22,500
            )
            
            (25,000
            )Loss
                from discontinued operations, net of tax
            
            
            -
            
            
            (5,058
            )Gain
                on sale of discontinued operations, net of taxes
            
            
            -
            
            
            9,834Net
                loss
            
            $
            (22,500
            )
            $
            (20,224
            )Loss
                per share - basic and diluted
            
            $
            (0.00
            )
            $
            (0.01
            )Weighted
                average number of common shares outstanding - basic and
                diluted
            
            
            10,100,000
            
            
            9,800,000




See
                accompanying notes to the financial
                statements.




F-4




**BOXWOODS,
      INC.**





Statement
      of Stockholders’ Deficit


November
      30, 2007


Common
                Shares
              
              Amount
              
              Additional
                Paid-in
                Capital
              
              Accumulated
                Deficit
              
              TotalBalance,
                  December 1, 2005
              
              
              10,100,000
              
              $
              1,010
              
              $
              (5,217
              )
              $
              (569
              )
              $
              (4,776
              )Net
                  loss - 2006
              
              
              
              
              
              
              
              
              
              
              
              (20,224
              )
              
              (20,224
              )Balance,
                  November 30, 2006
              
              
              10,100,000
              
              
              1,010
              
              
              (5,217
              )
              
              (20,793
              )
              
              (25,000
              )Net
                  loss - 2007
              
              
              
              
              
              
              
              
              
              
              
              (22,500
              )
              
              (22,500
              )Balance,
                  November 30, 2007
              
              
              10,100,000
              
              $
              1,010
              
              $
              (5,217
              )
              $
              (43,293
              )
              $
              (47,500
              )




See
        accompanying notes to the financial statements.
  F-5


**BOXWOODS,
      INC.**





Statements
      of Cash Flows


For
      the
      Fiscal Years Ended November 30, 2007 and 2006




2007
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (22,500
            )
            $
            (20,224
            )Adjustments
                to reconcile net income (loss) to net cash provided by (used in)
                operating
                activities:Depreciation
            
            
            -
            
            
            1,060Gain
                from sale of discontinued operations
            
            
            -
            
            
            (9,834
            )Changes
                in assets and liabilities:(Increase)
                in accounts receivable
            
            
            -
            
            
            (14,217
            )Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (5,500
            )
            
            44,798Net
                Cash Provided by (Used in) Operating Activities
            
            
            (28,000
            )
            
            1,583CASH
                FLOWS FROM INVESTING ACTIVITIES:Cash
                relinquished on sale of discontinued operations
            
            
            -
            
            
            (3,577
            )Purchase
                of equipment
            
            
            -
            
            
            (3,841
            )Net
                Cash Used in Investing Activities
            
            
            -
            
            
            (7,418
            )CASH
                FLOWS FROM FINANCING ACTIVITIESLoans
                from former president
            
            
            -
            
            
            3,307Due
                to shareholders
            
            
            28,000
            
            
            -Net
                Cash Provided by Financing Activities
            
            
            28,000
            
            
            3,307DECREASE
                IN CASH
            
            
            -
            
            
            (2,528
            )CASH
                AT BEGINNING OF YEAR
            
            
            -
            
            
            2,528CASH
                AT END OF YEAR
            
            $
            -
            
            $
            -SUPPLEMENTAL
                SCHEDULE OF CASH FLOW ACTIVITIES:Cash
                Paid For:Income
                taxes
            
            $
            -
            
            $
            -




See
      accompanying notes to the financial statements.




F-6


**BOXWOODS,
      INC.**





Notes
      to
      the Financial Statements


November
      30, 2007





NOTE
      1
      -  ORGANIZATION





Somebox,
      Inc. (“Somebox” ) was
      organized as a limited liability company (“LLC”) on April 28, 2003 in the State
      of Delaware and was converted into a C corporation, in the State of Delaware,
      on
      April 12, 2005. The Company provided software consulting and Website hosting
      packages and development services that combined customized design, open sources
      software and sophisticated Web based management tools.





On
      September 29, 2006, the principal stockholder of the Company and 39 other
      stockholders sold an aggregate of 9,999,000 shares of the Company’s common stock
      (the “Shares”), representing 99% of the outstanding shares. All proceeds were
      paid to the Sellers. No proceeds were paid to the Company.





On
      October 4, 2006, the Company filed an amendment of its certificate of
      incorporation changing the Company’s name to “Boxwoods, Inc.”.




Boxwoods,
      Inc. ("Registrant" or "the Company") is currently an inactive company seeking
      merger and business operations opportunities. Since October 27, 2006 the Company
      has ceased operations, and all previous business activities have been
      discontinued.




NOTE
      2
      -  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





*a.
      Year-end*





The
      Company has elected a fiscal year ending on November 30.





*b.
      Cash Equivalents*





The
      Company considers all highly liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





*c.
      Use of Estimates*





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.
      Actual results could differ from those estimates.





*d.
      Net Loss Per Common Share*





Net
      loss
      per common share is computed pursuant to Statement of Financial Accounting
      Standards No. 128 *“Earnings
      Per Share”* (“SFAS
      No. 128”). Basic and diluted net loss per common share has been calculated by
      dividing the net loss for the year by the basic and diluted weighted average
      number of shares outstanding assuming that the capital structure in place upon
      the adoption of the Company’s current articles of incorporation had occurred as
      of the beginning of the first period presented.





*e.
      Income Taxes*





The
      Company was a limited liability company until April 12, 2005 during which time
      the Company was treated as a partnership for Federal income tax purposes. Under
      subchapter K of the Internal Revenue Code, members of a limited liability
      company are taxed separately on their distributive share of the partnership's
      income whether or not that income is actually distributed.





Since
      April 12, 2005, the Company follows Statement of Financial Accounting Standards
      No. 109 - Accounting for Income Taxes, which requires recognition of deferred
      tax assets and liabilities for the expected future tax consequences of events
      that have been included in the financial statements or tax returns. Under this
      method, deferred tax assets and liabilities are based on the differences between
      the financial statement and tax bases of assets and liabilities using enacted
      tax rates in effect for the year in which the differences are expected to
      reverse. Deferred tax assets are reduced by a valuation allowance to the extent
      management concludes it is more likely than not that the assets will not be
      realized. Deferred tax assets and liabilities are measured using enacted tax
      rates expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on deferred
      tax
      assets and liabilities of a change in tax rates is recognized in the statements
      of income and comprehensive income in the period that includes the enactment
      date.




F-7





*f.
      Recently Issued Accounting Pronouncements*





On
      June
      5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted
      final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”),
      as amended by SEC Release No. 33-8760 on December 15, 2006. Commencing with
      its
      annual report for the fiscal year ending June 30, 2008, the Company will be
      required to include a report of management on its internal control over
      financial reporting. The internal control report must include a
      statement





·
            of
                management’s responsibility for establishing and maintaining adequate
                internal control over its financial
                reporting;





·
            of
                management’s assessment of the effectiveness of its internal control over
                financial reporting as of year end;
                and





·
            of
                the framework used by management to evaluate the effectiveness of
                the
                Company’s internal control over financial
                reporting.





Furthermore,
      in the following fiscal year, it is required to file the auditor’s attestation
      report separately on the Company’s internal control over financial reporting on
      whether it believes that the Company has maintained, in all material respects,
      effective internal control over financial reporting.





On
      September 15, 2006, the FASB issued Statement
      of Financial Accounting Standards No.
      157 *“Fair
      Value Measurements”* ("SFAS
      No. 157").  SFAS No. 157 defines fair value, establishes a framework
      for measuring fair value and expands disclosures about fair value
      measurements.  SFAS No. 157 is effective as of the beginning of the
      first fiscal year beginning after November 15, 2007. The
      Company does not anticipate that the adoption of this statement will have a
      material effect on the Company’s financial condition and results of
      operations .





On
      February 15, 2007, the FASB issued Statement
      of Financial Accounting Standards No.
      159 *“The
      Fair Value Option for Financial Assets and Financial Liabilities: Including
      an
      amendment of FASB Statement No. 115”* (“SFAS
      No. 159”). SFAS No. 159 permits all entities to elect to measure many financial
      instruments and certain other items at fair value with changes in fair value
      reported in earnings. SFAS No. 159 is effective as of the beginning of the
      first
      fiscal year that begins after November 15, 2007, with earlier adoption
      permitted. The
      Company does not anticipate that the adoption of this statement will have a
      material effect on the Company’s financial condition and results of
      operations .





In
      June
      2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 *“Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities”* (“EITF
      Issue No. 07-3”) which is effective for fiscal years beginning after December
      15, 2007.  EITF Issue No. 07-3 requires that nonrefundable advance
      payments for future research and development activities be deferred and
      capitalized.  Such amounts will be recognized as an expense as the
      goods are delivered or the related services are performed.  The
      Company does not expect the adoption of EITF Issue No. 07-3 to have a material
      impact on the financial results of the Company.





In
      December 2007, the FASB issued FASB
      Statement No. 141
      (Revised 2007) *“Business
      Combinations”* (“SFAS
      No. 141(R)”), which requires the Company to record fair value estimates of
      contingent consideration and certain other potential liabilities during the
      original purchase price allocation, expense acquisition costs as incurred and
      does not permit certain restructuring activities previously allowed under
      Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of
      purchase accounting.  SFAS No. 141(R) applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s fiscal year ending November 30, 2009 for all
      prospective business acquisitions. The Company has not determined the effect
      that the adoption of SFAS No. 141(R) will have on the financial results of
      the
      Company.





In
      December 2007, the FASB issued FASB
      Statement No. 160 *“Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No.
      51”* (“SFAS
      No. 160”), which causes noncontrolling interests in subsidiaries to be included
      in the equity section of the balance sheet.  SFAS No. 160 applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008,  except
      for the presentation and disclosure requirements, which shall be applied
      retrospectively for all periods presented. The Company will adopt this standard
      at the beginning of the Company’s fiscal year ending November 30, 2009 for all
      prospective business acquisitions.  The Company has not determined the
      effect that the adoption of SFAS No. 160 will have on the financial results
      of
      the Company.




F-8





The
      Financial Accounting Standards Board, the Emerging Issues Task Force (the
“EITF”) and the Securities and Exchange Commission have issued certain other
      accounting pronouncements and regulations as of November 30, 2007 that will
      become effective in subsequent periods; however, management of Boxwoods does
      not
      believe that any of those pronouncements would have significantly affected
      Boxwoods’ financial accounting measurements or disclosures had they been in
      effect during 2007, and it does not believe that any of those pronouncements
      will have a significant impact on Boxwoods’ financial statements at the time
      they become effective.





NOTE
      3 -
      GOING CONCERN





The
      accompanying financial statements have been prepared on a going concern basis
      which contemplates the realization of assets and satisfaction of liabilities
      in
      the normal course of business. At November 30, 2007, the Company is
      currently inactive, and is now seeking merger opportunities. Since October
      27,
      2006 the Company has ceased operations, and all previous business activities
      have been discontinued. These factors, among others, indicate that the Company's
      continuation as a going concern is dependent upon its ability to find a merger
      candidate. The financial statements do not include any adjustments related
      to
      the amounts and classification of liabilities that might be necessary should
      the
      Company be unable to continue in existence.





NOTE
      4 -
      INCOME TAXES





At
      November 30, 2007, the Company has available for federal and state income tax
      purposes a net operating loss (“NOL”) carry-forwards of approximately $43,000
      that may be used to offset future taxable income through the fiscal year ending
      November 30, 2027. No
      tax
      benefit has been reported with respect to these net operating loss
      carry-forwards in the accompanying financial statements since the Company
      believes that the realization of its net deferred tax assets of approximately
      $6,450 was not considered more likely than not and accordingly, the potential
      tax benefits of the net loss carry-forwards are fully offset by a valuation
      allowance of $6,450 .





Deferred
      tax assets consist primarily of the tax effect of NOL carry-forwards. The
      Company has provided a full valuation allowance on the deferred tax assets
      because of the uncertainty regarding its realizability.  The valuation
      allowance increased approximately $3,375 and $3,034 during the years ended
      November 30, 2007 and 2006, respectively.





Components
      of deferred tax assets as of November 30, 2007 are as follows:





Net
                deferred tax assets - Non-current:Expected
                Federal income tax benefit from NOL carry-forwards
            
            $
            6,450Less
                valuation allowance
            
            
            (6,450
            )Deferred
                tax assets, net of valuation allowance
            
            $
            -The
                reconciliation of the effective income tax rate to the federal statutory
                rate for the fiscal year ended November 30, 2007Federal
                income tax rate
            
            
            15.0
            %Net
                operating loss
            
            
            (15.0
            )%Effective
                income tax rate
            
            
            0.0
            %




F-9




**Item
      8. Changes in and Disgreements with Accountants on Accounting and Financial
      Disclosure**





There
      are
      no disagreements with Accountants on Accounting and Financial
      Disclosure.





**Item
      8A. Controls and Procedures**





As
      of the
      end of the period covered by this Annual Report on Form 10-KSB, an evaluation
      of
      the effectiveness of the design and operation of the Company’s disclosure
      controls and procedures was carried out by the Company under the supervision
      and
      with the participation of our Chief Executive and Chief Financial Officer.
      Based
      on that evaluation, the Chief Executive and Chief Financial Officer concluded
      that the Company’s disclosure controls and procedures have been designed and are
      being operated in a manner that provides reasonable assurance that the
      information required to be disclosed by the Company in reports filed under
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in the SEC’s rules and forms. A
      system of controls, no matter how well designed and operated, cannot provide
      absolute assurance that the objectives of the system of controls are met, and
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within a company have been detected. There
      have
      been no changes in the Company’s internal controls over financial reporting that
      occurred during the most recent fiscal quarter that have materially affected,
      or
      are reasonably likely to materially affect, the Company’s internal controls over
      financial reporting.





**Item
      8B. Other Information**





None




7




**Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with
        Section 16(a) of the Exchange Act.**


As
      described in Item 1 (Description of Business), Richard Rosenblum and David
      Stefansky serve as directors and officers of the Company:




Name
            
            Age
            
            PositionRichard
                Rosenblum*
            
            48
            
            Director,
                President, Chief Executive Officer, Chief Financial
                Officer,David
                Stefansky*
            
            36
            
            Director,
                Secretary





*Richard
      Rosenblum and David Stefansky are principals of the general partner of
      Harborview and have voting control and investment discretion over the shares
      held by Harborview. Mr. Rosenblum is President, Chief Executive Officer and
      Chief Financial Officer and a director of the Company. Mr. Stefansky is
      Secretary and a director of the Company. Both Mr. Rosenblum and Mr. Stefansky
      disclaim beneficial ownership of the shares of the Company held by
      Harborview.





Directors
      hold office until the next annual meeting of the shareholders of the Company
      or
      until their successors have been elected and qualified. Officers are elected
      annually and serve at the pleasure of the Board of Directors.





Richard
      Rosenblum has been a Director of the Company since September 28, 2006 and
      President, Chief Executive Officer and Chief Financial Officer since September
      29, 2006. Additionally, Mr. Rosenblum is an officer and director of Mill Basin
      Technologies, Ltd. and Marine Park Holdings, Inc., and a director of Amedia
      Networks, Inc. Mr. Rosenblum has been a principal of Harborview Advisors, LLC
      since its inception in 2004. He previously was a Managing Director of Investment
      Banking at vFinance, Inc., a middle market investment banking and brokerage
      organization. Mr. Rosenblum has been an active force in the small and mid-cap
      markets for more than 16 years, providing advice, expertise, and access to
      critical growth for emerging companies, raising more than $300 million. Mr.
      Rosenblum graduated from the State University of New York at Buffalo in
      1981, *summa cum laude* , with a
      degree in Finance and Accounting.




David
      Stefansky has been a Director and Secretary of the Company since September
      29,
      2006. Additionally, Mr. Stefansky is an officer and director of Mill Basin
      Technologies, Ltd. and Marine Park Holdings Inc. Mr. Stefansky has been a
      principal of Harborview Advisors, LLC since its inception in 2004. Over the
      past
      several years, Mr. Stefansky has participated in arranging private offerings
      in
      excess of $200 million for early-stage and emerging growth companies, primarily
      in the fields of technology, telecommunications and healthcare. He has
      successfully advised, financed, restructured and participated in funding
      numerous small cap and micro cap companies. Mr. Stefansky previously was a
      Managing Director at vFinance, Inc.




8




**Item
      10. Executive Compensation**




No
      officer or director of the Company has received, or was entitled to receive,
      compensation from the Company during the fiscal year ended November 30,
      2007.





The
      Company has no compensatory plans or arrangements whereby any executive officer
      would receive payments from the Company or a third party upon his resignation,
      retirement or termination of employment, or from a change in control of the
      Company or a change in the officer's responsibilities following a change in
      control.





**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management**




The
      following table sets forth, as of January 31, 2008, each person known by the
      Company to be the beneficial owner of five percent or more of the Company's
      Common Stock, all directors individually and all directors and officers of
      the
      Company as a group. Except as noted, each person has sole voting and investment
      power with respect to the shares shown:





Amount
                and
              Nature
                of
            
            PercentName
                  and Address ofBeneficial Owner
            
            Beneficial
                Ownership
            
            of
                ClassHarborview
                Master Fund, L.P. (1)
            
            
            4,999,500
            
            
            49.5
            %Harbor
                HouseWaterfront
                DriveRoad
                Town, TortolaBritish
                Virgin IslandsDiverse
                Trading Ltd (2).
            
            
            4,999,500
            
            
            49.5
            %Harbor
                HouseWaterfront
                DriveRoad
                Town, TortolaBritish
                Virgin Islands





(1)Richard
      Rosenblum and David Stefansky are principals of the general partner of
      Harborview and have voting control and investment discretion over the shares
      held by Harborview. Mr. Rosenblum is President, Chief Executive Officer and
      Chief Financial Officer and a director of the Company. Mr. Stefansky is
      Secretary and a director of the Company. Both Mr. Rosenblum and Mr. Stefansky
      disclaim beneficial ownership of the shares of the Company held by
      Harborview.




9




(2)Joseph
      Franck is principal of the investment manager of the parent entity of Diverse
      and has voting control and investment discretion over the shares held by
      Diverse. Mr. Franck disclaims beneficial ownership of the shares of the Company
      held by Diverse.







All
                  Officers and Directors
                as
                  a group (2 persons)
            
            
            4,999,500
            
            
            49.5
            %





**Item
      12. Certain Relationships and Related Transactions**





On
      September 29, 2006, Jeremy Seitz, the principal stockholder of the Company,
      and
      39 other stockholders, as Sellers entered into the Stock Purchase Agreement,
      with Harborview and Diverse as Purchasers. The Company was also a party to
      the
      Stock Purchase Agreement, but received no consideration and undertook no
      obligations in connection therewith.





Pursuant
      to the terms of the Stock Purchase Agreement, on September 29, 2006 the
      Sellers sold an aggregate of 9,999,000 shares of the Company’s common stock (the
“Shares”), representing 99% of the outstanding shares, to the Purchasers for an
      aggregate purchase price of $685,000, all of which has been paid.





On
      September 29, Jeremy Seitz and Valentina Nakic, who had been officers and
      directors of the Company, resigned from those positions.





By
      Board
      action on September 29, 2006, Richard Rosenblum, who had been elected as a
      director of the Company, was elected as President, Chief Executive Officer
      and
      Chief Financial Officer of the Company, and David Stefansky was elected as
      Secretary of the Company and as a director of the Company. Richard Rosenblum
      and
      David Stefansky are principals of the general partner of Harborview, one of
      the
      Purchasers. Neither has an employment agreement with the Company.





The
      Board
      of Directors authorized the Company to discontinue its business operations
      as
      conducted prior to the closing of the transactions which were the subject of
      the
      Stock Purchase Agreement and to transfer such operations and the assets relating
      thereto to Jeremy Seitz, former officer, director and stockholder of the
      Company, in consideration of Mr. Seitz’s assuming all of the liabilities
      relating to such operations and assets.  The transfer to Mr. Seitz and his
      assumption of the liabilities were effected on October 27, 2006. Mr. Seitz
      and
      Valentina Nakic, a former officer and director of the Company, were indemnified
      the Company against any loss or expense relating to the transferred operations
      or assets and also released the Company from any claims which either of them
      may
      have had against the Company. Mr. Seitz will have the right to use the name
      “Somebox, Inc.” or any similar name in the conduct of the transferred business
      operations.




10





**Part
      IV**


**Item
      13.  Exhibits**


ExhibitNumber
              
              Description
                  of Exhibit3.1
              
              Articles
                  of Incorporation
              
              (Incorporated
                  by reference to the sameexhibit
                  filed with the Company'sregistration
                  statement on Form SB-2February
                  28, 2006)3.2
              
              Bylaws
              
              (Incorporated
                  by reference to the sameexhibit
                  filed with the Company'sregistration
                  statement on Form SB-2February
                  28, 2006)3.3
              
              Certificate
                  of Amendment toCertificate
                  of Incorporation,as
                  filed with the DelawareSecretary
                  of State on October4,
                  2006
              
              (Incorporated
                  by reference to the sameexhibit
                  filed with the Company’s CurrentReport
                  filed on Form 8-K October 5, 2006)10.1
              
              Stock
                  Purchase Agreement,dated
                  as of September 29,2006
              
              (Incorporated
                  by reference to the same exhibitFiled
                  with the Company’s Form 10-KSB filedOn
                  March 21, 2007)22.1
              
              Company’s
                  Report onForm
                  8-K
              
              (Incorporated
                  by reference, as filedOctober
                  5, 2006)31.1
              
              Rule
                  13a-14(a) Certifications
              
              *32.1
              
              Section
                  1350 Certifications
              
              *




*    
      Filed with this report





**Item
      14. Principal Accountant Fees and Services**




Li
&
      Company, PC is the Company's principal auditing firm.





Audit
      Fees. During the year ended November 30, 2007, the Company’s principal
      accountants, Li & Company PC billed $10,500 in fees that were directly
      associated with the preparation of annual audit reports and quarterly review
      reports. During the year ended November 30, 2006, the Company's former principal
      accountant, Mantyla McReynolds, LLC, billed $14,395 in fees that were directly
      associated with the preparation of annual audit reports and quarterly review
      report. The Company's principal accountant did not bill any other fees
      during the years ended November 30, 2005 and 2006.




The
      officers and directors of the Company have determined that the services provided
      by Company's principal accountant, as referred to in the above paragraphs,
      are
      compatible with maintaining the principal accountant's
      independence.




11




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Company has duly caused this report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized.


**BOXWOODS
                INC.**Date: 
                February 13, 2008
            By:
            /s/*Richard Rosenblum**Richard
                Rosenblum*
              *Chief
                  Executive Officer, , Chief Financial**Officer,**President*




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following person on behalf of the Company and in the
      capacities and the date indicated.




Date:
                February 13, 2008
            By:
            /s/ *Richard
              Rosenblum**Richard
                Rosenblum**Chief
                Executive Officer,*
              *President,
                Chief Financial*
              *Officer,
                Director, (principal*
              *excecutive
                officer, principal*
              *financial
                officer)*




Date:
                February 13, 2008
            By:
            /s/ *David
              Stefansky**David
                Stefansky**Secretary,
                Director*




12