**U.S.
      SECURITIES AND EXCHANGE**


**COMMISSION**


Washington,
      DC 20549




**FORM
      10-KSB**




(Mark
      One)




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




For
      the
      fiscal year ended November 30, 2006




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
              
              58-2667713(State 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







1




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 28, 2007.




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, 2007, 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, 2006, 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. No assurances can be given that funds
      will be available when needed.





*Recent
      Accounting Pronouncements*





In
      June
      2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
      Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Commencing with
      our annual report for the year ended November 30, 2007, 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;





§


of
      the
      framework used by management to evaluate the effectiveness of our internal
      control over financial reporting; and





§


that
      our
      independent accounting firm has issued an attestation report on management’s
      assessment of our internal control over financial reporting, which report is
      also required to be filed.





In
      December 2004, the FASB issued FASB SFAS No. 123 (revised 2004), *Share-Based
      Payment* ,
      which
      is a revision of SFAS No. 123, *Accounting
      for Stock-Based Compensation* .
      SFAS
      No. 123(R) supersedes APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      amends SFAS No. 95, *Statement
      of Cash Flows* .
      Generally, the approach in SFAS No. 123(R) is similar to the approach described
      in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments
      to employees, including grants of employee stock options, to be recognized
      in
      the income statement based on their fair values. Pro forma disclosure is no
      longer an alternative. The new standard became effective for the Company on
      December 15, 2005. The Company has not yet assessed the impact on future
      operations of adopting this new standard.





The
      FASB
      also issued FASB Statement No. 154 (SFAS 154) which replaces APB Opinion No.
      20, *Accounting
      Changes* ,
      and
      FASB Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statements* ,
      and
      changes the requirements for the accounting for and reporting of a change in
      accounting principle. It is not believed that this will have an impact on the
      Company in the foreseeable future as no accounting changes are
      anticipated.





*Off-Balance
      Sheet Arrangements*





We
      have
      no off-balance sheet arrangements.





5








**Item
      7. Financial Statements**








**BOXWOODS,
      INC.**





**NOVEMBER
      30, 2006**





**INDEX
      TO FINANCIAL STATEMENTS**







REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-1REPORT
                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










6








**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. (“Boxwoods” or the
“Company”) as of November 30, 2006 and the related statements of operations,
      stockholders’ deficit and cash flows for the year then ended. 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 the Company as of November 30,
      2006
      and the results of its operations and its cash flows for the year then ended
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the financial
      statements, the
      Company 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,
              PCSkillman,
                New Jersey
              March
                16, 2007






F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








To
      the
      Board of Directors


Somebox,
      Inc.


New
      York,
      NY





We
      have
      audited the accompanying balance sheet of Somebox, Inc., as of November 30,
      2005
      and the related statements of operations, stockholders’ deficit and cash flows
      for the year ended November 30, 2005. 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 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 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 operations and its cash flows for
      the
      year ended November 30, 2005 in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that Somebox,
      Inc.
      will continue as a going concern. As discussed in Note 3 to the financial
      statements, the Company has negative working capital and a stockholders' deficit
      of $4,776 which raises substantial doubt about the Company's 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
      that might result from the outcome of this uncertainty.








/s/
      MantylaMcReynolds, LLC








January
      31, 2006


Salt
      Lake
      City, Utah






F-2








**BOXWOODS,
      INC.**





Balance
      Sheet


November
      30, 2006








ASSETSTOTAL
                ASSETS
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICITCURRENT
                LIABILITIES:Accrued
                expenses
            
            $
            25,000Total
                Current Liabilities
            
            
            25,000STOCKHOLDERS’
                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
            
            
            (20,793
            )Total
                Stockholders’ Deficit
            
            
            (25,000
            )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, 2006 and 2005






2006
            
            2005General
                and administrative
            
            $
            25,000
            
            $
            -Loss
                from continuing operations before income taxes
            
            
            (25,000
            )
            
            -Income
                taxes
            
            
            -
            
            
            -Loss
                from continuing operations
            
            
            (25,000
            )
            
            -Loss
                from discontinued operations, net of tax
            
            
            (10,486
            )
            
            (4,176
            )Gain
                on sale of discontinued operations, net of taxes
            
            
            15,262
            
            
            -Net
                loss
            
            $
            (20,224
            )
            $
            (4,176
            )Loss
                per common share - basic and diluted
            
            
            ($
                0.01
            )
            $
            (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


For
      the
      Fiscal Years Ended November 30, 2006 and 2005






Membership
                Units
            
            Common
              Shares
            
            Amount
            
            Additional
              Paid-in
              Capital
            
            Accumulated
              Deficit
            
            TotalBalance,
                December 1, 2004
            
            
            93
            
            
            -
            
            $
            -
            
            $
            93
            
            $
            (1,293
            )
            $
            (1,200
            )Common
                stock issued in exchange for membership units on April 12,
                2005
            
            
            (93
            )
            
            9,500,000
            
            
            950
            
            
            (950
            )
            
            -
            
            
            -Reclassification
                of undistributed losses as of April 12, 2005, the date of conversion
                from
                LLC to C corporation
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,900
            )
            
            4,900
            
            
            -Sale
                of 600,000 shares
            
            
            -
            
            
            600,000
            
            
            60
            
            
            540
            
            
            -
            
            
            600Net
                loss - 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (4,176
            )
            
            (4,176
            )Balance,
                November 30, 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
            )






See
                accompanying notes to the financial
                statements.









F-5


**BOXWOODS,
      INC.**





Statements
      of Cash Flows


For
      the
      Fiscal Years Ended November 30, 2006 and 2005





2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (20,224
            )
            $
            (4,176
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activities:Depreciation
            
            
            1,060
            
            
            980Gain
                from sale of discontinued operations
            
            
            (9,834
            )
            
            -Changes
                in assets and liabilities:(Increase)
                decrease in accounts receivable
            
            
            (14,217
            )
            
            2,556Increase
                in accounts payable and accrued expenses
            
            
            44,798
            
            
            458Net
                Cash Provided by (Used in) Operating Activities
            
            
            1,583
            
            
            (182
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Cash
                relinquished on sale of discontinued operations
            
            
            (3,577
            )
            
            -Proceeds
                from sale of equipment
            
            
            -
            
            
            700Purchase
                of equipment
            
            
            (3,841
            )
            
            (959
            )Net
                Cash Used in Investing Activities
            
            
            (7,418
            )
            
            (259
            )CASH
                FLOWS FROM FINANCING ACTIVITIESLoans
                from former president
            
            
            3,307
            
            
            2,301Proceeds
                from sale of common stock
            
            
            -
            
            
            600Net
                Cash Provided by Financing Activities
            
            
            3,307
            
            
            2,901INCREASE
                (DECREASE) IN CASH
            
            
            (2,528
            )
            
            2,460CASH
                AT BEGINNING OF YEAR
            
            
            2,528
            
            
            68CASH
                AT END OF YEAR
            
            $
            -
            
            $
            2,528SUPPLEMENTAL
                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, 2006





NOTE
      1 -
      ORGANIZATION





Somebox,
      Inc. (“Somebox” ) was
      incorporated as a limited liability company 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. Somebox 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 Somebox and 39 other
      stockholders sold an aggregate of 9,999,000 shares of Somebox’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, Somebox filed an amendment of its certificate of incorporation
      changing its 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. The Company has no subsidiaries.




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.
      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.
      Basic
      and Diluted Net Loss Per Common Share





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.









F-7











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.
      Impact
      of New Accounting Standards





In
      February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid
      Financial Instruments”, which is an amendment of SFAS Nos. 133 and 140. This
      statement (a) permits fair value remeasurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, (b) clarifies which interest-only strip and principal-only strip
      are not subject to the requirements of SFAS No. 133, (c) establishes a
      requirement to evaluate interests in securitized financial assets to identify
      interests that are freestanding derivatives or that are hybrid financial
      instruments that contain an embedded derivative requiring bifurcation, (d)
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, (e) amends SFAS No. 140 to eliminate the prohibition
      on a qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This statement is effective for financial statements
      for
      fiscal years beginning after September 15, 2006. Earlier adoption of this
      statement is permitted as of the beginning of an entity’s fiscal year, provided
      the entity has not yet issued any financial statements for that fiscal year.
      The
      adoption of this standard is not expected to have a material impact on the
      Company’s financial statements.





In
      March
      2006, the FASB issued SFAS No. 156 “Accounting for Servicing of Financial
      Assets”, which amends SFAS No. 140. This statement establishes, among other
      things, the accounting for all separately recognized servicing assets and
      servicing liabilities. This statement amends SFAS No. 140 to require that all
      separately recognized servicing assets and servicing liabilities be initially
      measured at fair value, if practicable. This statement


permits,
      but does not require, the subsequent measurement of separately recognized
      servicing assets and servicing liabilities at fair value. An entity that uses
      derivative instruments to mitigate the risks inherent in servicing assets and
      servicing liabilities is required to account for those derivative instruments
      at
      fair value. Under this statement, an entity can elect subsequent fair value
      measurement to account for its separately recognized servicing assets and
      servicing liabilities. By electing that option, an entity may simplify its
      accounting because this statement permits income statement recognition of the
      potential offsetting changes in fair value of those servicing assets and
      servicing liabilities and derivative instruments in the same accounting period.
      This statement is effective for financial statements for fiscal years beginning
      after September 15, 2006. Earlier adoption of this statement is permitted as
      of
      the beginning of an entity’s fiscal year, provided the entity has not yet issued
      any financial statements for that fiscal year. Management believes that adoption
      of this standard will not have a material impact on the Company’s financial
      statements.









F-8











In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainties in
      Income Taxes”, ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in
      income taxes and prescribes a recognition threshold and measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. FIN 48 is effective for fiscal years
      beginning after December 15, 2006. Management believes that adoption of this
      standard will not have a material impact on the Company's financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to
      eliminate the diversity in practice that exists due to the different definitions
      of fair value and the limited guidance for applying those definitions in GAAP
      that are dispersed among the many accounting pronouncements that require fair
      value measurements. SFAS No. 157 retains the exchange price notion in earlier
      definitions of fair value, but clarifies that the exchange price is the price
      in
      an orderly transaction between market participants to sell an asset or liability
      in the principal or most advantageous market for the asset or liability.
      Moreover, the SFAS states that the transaction is hypothetical at the
      measurement date, considered from the perspective of the market participant
      who
      holds the asset or liability. Consequently, fair value is defined as the price
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants at the measurement date (an
      exit
      price), as opposed to the price that would be paid to acquire the asset or
      received to assume the liability at the measurement date (an entry
      price).





SFAS
      No.
      157 also stipulates that, as a market-based measurement, fair value measurement
      should be determined based on the assumptions that market participants would
      use
      in pricing the asset or liability, and establishes a fair value hierarchy that
      distinguishes between (a) market participant assumptions developed based on
      market data obtained from sources independent of the reporting entity
      (observable inputs) and (b) the reporting entity’s own assumptions about market
      participant assumptions developed based on the best information available in
      the
      circumstances (unobservable inputs). Finally, SFAS No. 157 expands disclosures
      about the use of fair value to measure assets and liabilities in interim and
      annual periods subsequent to initial recognition. Entities are encouraged to
      combine the fair value information disclosed under SFAS No. 157 with the fair
      value information disclosed under other accounting pronouncements, including
      SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” where
      practicable. The guidancein this Statement applies for derivatives and other
      financial instruments measured at fair value under SFAS No.133, “Accounting for
      Derivative Instruments and Hedging Activities,” at initial recognition and in
      all subsequent periods.









F-9




SFAS
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years, although
      earlier application is encouraged. Additionally, prospective application of
      the
      provisions of SFAS No. 157 is required as of the beginning of the fiscal year
      in
      which it is initially applied, except when certain circumstances require
      retrospective application. Management believes that adoption of this standard
      will not have a material impact on the Company's financial
      statements.





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements
      No. 87, 88, 106, and 132R)”, which will require employers to fully recognize the
      obligations associated with single-employer defined benefit pension, retiree
      healthcare and other postretirement plans in their financial statements. Under
      past accounting standards, the funded status of an employer’s postretirement
      benefit plan (i.e., the difference between the plan assets and obligations)
      was
      not always completely reported in the balance sheet. Past standards only
      required an employer to disclose the complete funded status of its plans in
      the
      notes to the financial statements. SFAS No. 158 applies to plan sponsors that
      are public and private companies and nongovernmental not-for-profit
      organizations. The requirement to recognize the funded status of a benefit
      plan
      and the disclosure requirements are effective as of the end of the fiscal year
      ending after December 15, 2006, for entities with publicly traded equity
      securities, and at the end of the fiscal year ending after June 15, 2007, for
      all other entities. The requirement to measure plan assets and benefit
      obligations as of the date of the employer’s fiscal year-end statement of
      financial position is effective for fiscal years ending after December 15,
      2008.
      The Company does not expect that the adoption of SFAS No. 158 will have a
      significant impact on the results of operations or financial position of the
      Company.





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, 2006, 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, 2006, the Company had net operating loss (“NOL”) carry-forwards for
      Federal income tax purposes of $20,224 that may be offset against future taxable
      income through 2026. No tax benefit has been reported with respect to these
      net
      operating loss carry-forwards in the accompanying financial statements because
      the Company believes that realization is not more likely than not. Accordingly,
      the potential tax benefits of the net loss carry-forwards are fully offset
      by a
      valuation allowance. The Company had ownership changes as defined by the
      Internal Revenue Service, which may subject the NOL’s to annual limitations
      which could reduce or defer the NOL.









F-10








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





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





On
      February 21, 2007, the Company dismissed Mantyla McReynolds LLC (“Mantyla”) as
      its principal accountant. Mantyla’s reports on the financial statements of the
      Company from the time of its appointment for either of the past two years did
      not contain an adverse opinion or disclaimer of opinion, and were not modified
      as to uncertainty, audit scope, or accounting principles.




The
      decision to change accountants was approved by the Company’s board of directors.
      From the time of Mantyla’s appointment as the Company’s accountant through the
      date of this report, there have been no disagreements with Mantyla on any matter
      of accounting principles or practices, financial statement disclosure or
      auditing scope or procedure, which disagreements, if not resolved to the
      satisfaction of Mantyla, would have caused Mantyla to make references to the
      subject matter of the disagreements in connection with its report.





On
      February 21, 2007, the Company retained Li & Company, PC as the Company’s
      independent accountants to conduct an audit of the Company’s financial
      statements for the fiscal year ended November 30, 2006. This action was
      previously approved by the company’s Board of Directors.





**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





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







7





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*
              47
              Director,
                  President,Chief
                  Executive Officer, Chief Financial Officer,David
                  Stefansky*
              35
              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.




Jeremy
      Seitz and Valentina Nakic served as officers and directors of the Company until
      resigning on September 29, 2006.







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, 2006,
      except as described in the following table.





**Long
                Term Compensation****Annual
                Compensation**
            
            **Awards**
            
            **Payouts****Restricted**
            
            **Securities****Year**
            
            
            
            
            
            **Other**
            
            **Stock**
            
            **Underlying**
            
            **LTIP****Name
                and**
            
            **Ended**
            
            
            
            **Bonus**
            
            **Annual**
            
            **Award(s)**
            
            **Options/**
            
            **Payouts**
            
            **All
                Other****Principal
                Position**
            
            **Nov
                30**
            
            **Salary
                ($)**
            
            **($)******
            
            **Compensation
                ($)**
            
            **($)**
            
            **SARs
                (#)**
            
            **($)**
            
            **Compensation
                ($)**Jeremy
                Seitz
            
            2006
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -
            
            -





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 February 10, 2007, 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:





Name
                  and Address of
              
              Amount
                  and Nature of
              
              PercentBeneficial
                  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**





In
      April
      2005, Somebox issued 9,500,000 shares of its common stock to its president
      in
      exchange for all of the outstanding Membership Units of Somebox LLC in effect
      converting Somebox from a limited liability company to a C corporation. In
      addition, 10,000 shares of our common stock were sold to Valentina Nakic, our
      secretary/treasurer, in May 2005 for $10.





In
      May
      2005 the Company sold 600,000 shares of its common stock in a private placement
      at a price of $0.0001 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 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 to
              (Incorporated
                  by reference to the sameCertificate
                  of Incorporation,
              exhibit
                  filed with the Company’s Currentas
                  filed with the Delaware
              Report
                  filed on Form 8-K October 5, 2006)Secretary
                  of State on October4,
                  200610.1
              Stock
                  Purchase Agreement,
              *dated
                  as of September 29,200622.1
              Company’s
                  Report on
              (Incorporated
                  by reference, as filedForm
                  8-K
              October
                  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 accountant firm.





Audit
      Fees. During
      the years ended November 30, 2006, and November 30, 2005, 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.





11








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.








12








**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: *March
              21, 2007*
            
            /s/ *Richard
              Rosenblum*By:
            *Richard
              Rosenblum**Chief
                Executive 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: *March
                21, 2007*
              
              /s/ *Richard
                Rosenblum*By:
              *Richard
                Rosenblum**Chief
                    Executive Officer,*
                  *President,
                    Chief Financial*
                  *Officer,
                    Director, (principal*
                  *excecutive
                    officer, principal*
                  *financial
                    officer)*


Date: *March
                21, 2007*
              
              /s/ *David
                Stefansky*By:
              *David
                Stefansky**Secretary,
                    Director*





13