UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 20172020

 

or

 

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period            from           to

 

Commission file number 333-208854

 

BORROWMONEY.COM, INC.

(Exact name of registrant as specified in its charter)

 

Florida 738965-0981503

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification Number)

512 Bayshore Drive

Ft. Lauderdale, Florida

33304
(Address of principal executive offices)(Zip Code)

 

512 Bayshore Drive

Ft. Lauderdale, Florida 33304

1-212-265-2525

(Address,Registrant’s telephone number, including zip code, and telephone number,

Including area code, of Registrant’s principal executive offices)code: 1-212-265-2525

 

Agent for Service:

ANGELA PISCITELLO

512 Bayshore Drive.

Ft. Lauderdale, Florida 33304

(212) 265-2525

(Registrant’s Telephone Number, Including Area Code)Securities registered pursuant to Section 12(b) of the Act: None.

 

Not ApplicableSecurities registered pursuant to Section 12(g) of the Act: None.

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [X] No [  ] No [X]

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ][X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largelarge accelerated filer,“acceleratedaccelerated filer“smallerand “smaller reporting company” and “emerging growth company”��� in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]Accelerated filer [  ]

Non-accelerated filer [  ]

(Do not check if a smaller

reporting company)

Smaller reporting company [  ][X]
Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2017 is unknown as there is no market for the Registrant’s stock.

 

The total number of shares of common stock, par value $.01$0.0001 per share, outstanding as of November 27, 201730, 2020 was 22,073,000.109,175,000. The Registrant has no other class of common stock outstanding.

 

 

 

 

 

 

BORROWMONEY.COM, INC.

TABLE OF CONTENTS

 

PART I
Item 1.Business32
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments107
Item 2.Properties108
Item 3.Legal Proceedings108
Item 4.Mine Safety Disclosures108
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities108
Item 6.Selected Financial Data119
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations1210
Item 7A.Quantitative and Qualitative Disclosures About Market Risk1613
Item 8.Financial Statements and Supplementary Data1714
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure2923
Item 9A.Controls and Procedures2923
Item 9B.Other Information25
PART III 
Item 10.Directors, Executive Officers and Corporate Governance3026
Item 11.Executive Compensation3430
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters331
Item 13.Certain Relationships and Related Transactions, and Director Independence3532
Item 14.Principal Accounting Fees and Services3533
PART IV
Item 15.Exhibits, Financial Statement Schedules3533
Item 16.Form 10-K Summary33

 

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PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K for the fiscal year ended August 31, 2020 (the “Annual Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements related to our anticipated financial performance, business prospects and strategy; anticipated trends and prospects in the various industries in which our businesses operate; new products, services and related strategies; and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements.

Actual results could differ materially from those contained in the forward-looking statements. Factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include those matters discussed below, including in Part I. Item 1A. Risk Factors.

Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of BorrowMoney.com, Inc.’s management as of the date of this report. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations, except as required by law.

This information should be read in conjunction with the audited financial statements and the notes thereto included in this Annual Report on Form 10-K.

In this Annual Report on Form 10-K, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified any of it.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “BorrowMoney”, and “BorrowMoney.com, Inc.” refer specifically to BorrowMoney.com, Inc. and its wholly-owned subsidiary.

In addition, unless the context otherwise requires and for the purposes of this report only:

Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and
Securities Act” refers to the Securities Act of 1933, as amended.

ItemITEM 1. Business

 

Our Company

BorrowMoney.com, Inc. (“BorrowMoney.com”, the “Company”, “we” or “us”) operates what we believe to be the leading online loan marketplace for consumers seeking loans and other credit-based offerings. Our online marketplace provides consumers with access to product offerings from active lenders (which we refer to as “Network Lenders”), including mortgage loans, home equity loans and lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans and other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for these loans, deposits and other credit-based offerings. We seek to match consumers with multiple lenders, who can provide them with competing quotes for the product they are seeking. By providing consumers access to a broad array of credit-based offerings directly from multiple lenders, rather than just multiple quotes from the same lender or indirectly through intermediaries, we believe our marketplace is differentiated from other providers operating loan comparison-shopping marketplaces.

Our strategically designed and executed advertising and marketing campaigns (which we refer to as performance marketing) span a wide array of digital and traditional media acquisition channels and promote our BorrowMoney.com and other brands and product offerings. Our marketing efforts are designed to attract consumers to our websites and toll-free telephone numbers. Interested consumers complete inquiry forms, providing detailed information about themselves and the loans or other offerings they are seeking. We refer to such consumer inquiries as loan requests. We then match these loan requests with lenders in our marketplace that are seeking to serve these consumers’ needs. We plan to generate revenue from these lenders, generally at the time of transmitting a loan request to them, in the form of a match fee. In certain instances, outside our mortgage business, we plan to charge other kinds of fees, such as closed loan or closed sale fees. In addition to our primary loan request data referral business, BorrowMoney also matches consumers with lenders via website clicks and calls for which we anticipate lenders paying either front-end or back-end fees.

We are continually working to improve the consumer experience. We have made investments in technologically-adept personnel and we use in-market real-time testing to improve our digital platforms. Additionally, we work with our lenders, including providing training and other resources, to improve the consumer experience throughout the loan process. Further, we have been building and improving our My BorrowMoney platform, which provides a relationship-based consumer experience, rather than just a transaction-based experience.

We have generated $2,097 revenues for the year ending August 31, 2020 and no revenues for the year 2019.

Evolution and Future Growth of Our Business

At its inception, our original business was formed to serve consumers seeking home mortgage loans by matching them with various lenders. We launched the BorrowMoney.com brand nationally in 2010 and, over the last nine years, we invested significantly in this brand to gain consumer recognition.

More recently, we have actively sought to expand the suite of loan and other product offerings we provide to consumers, in order to both leverage the applicability of the BorrowMoney.com brand as well as more fully serve the needs of consumers and lenders. We believe that consumers with existing BorrowMoney-branded associations will be more likely to utilize our other service offerings than those of other providers whose brands consumers may not recognize.

In June 2016, we launched My BorrowMoney.com, a platform that offers a personalized loan comparison-shopping experience, by providing free credit scores and credit score analysis. This annualplatform enables us to observe consumers’ credit profiles and then identify and alert them to loan and other credit-based offerings on our marketplace that may be more favorable than the loans they have at a given point in time. This is designed to provide consumers with measurable savings opportunities over their lifetimes.

By expanding our portfolio of loans and other product offerings, we are growing and diversifying our business and sources of revenue. We intend to capitalize on our expertise in performance marketing, product development and technology, and to leverage the widespread recognition of the BorrowMoney.com brand to generate leads.

We believe the consumer and small business financial services industry is still in the early stages of a fundamental shift to online product offerings, similar to the shift that started in retail and travel many years ago and is now well established. We believe that, like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel. We believe the strength of our brands and of our lender network place us in a strong position to continue to benefit from this market shift.

Products

We currently report contains forward-looking statements. These statements relateour revenues in two product categories: (i) mortgage products and (ii) non-mortgage products. Non-mortgage products include credit cards, personal loans, home equity loans, reverse mortgage loans, auto loans, small business loans and student loans. Non-mortgage products also include deposit accounts, home improvement referrals and other credit products such as credit repair and debt settlement.

BorrowMoney.com does not charge consumers or small businesses for the use of our services. Revenues from our mortgage products plan to future events or our future financial performance. Inbe derived from lead generation fees paid by the Network Lenders that receive a loan request, and in some cases youupfront fees for clicks or call transfers. Because a given loan request form can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” thatbe matched with more than one Network Lender, up to five match fees may causebe generated from a single consumer loan request form. Revenues from our or our industry’s actual results, levels of activity, performance or achievementsnon-mortgage products plan to be materially differentderived from any future results, levelsupfront match fees paid on delivery of activity, performancea loan request, click or achievements expressed or implied by these forward-looking statements.call and closed loan fees. For our products, we send click traffic to issuers and anticipate being paid per approval.

Mortgage Products

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws ofOur mortgage inquiry products category includes our purchase and refinance products.

We partner with lenders throughout the United States we doto provide full geographic lending coverage and to offer a complete suite of loan offerings on our marketplace. To participate on our marketplace, lenders are required to enter into contracts with us that state the terms and conditions for such participation, although these contracts generally may be terminated for convenience by either party. We perform certain due diligence procedures on prospective new lenders, including screening against a national anti-fraud database maintained by the Mortgage Asset Research Institute, which helps manage our risk exposure. The data is utilized to determine whether a lender and its principals are eligible to participate on our marketplace and have not intend to update anybeen convicted of the forward-looking statements to conform these statements to actual results.and/or penalized for fraudulent activity.

 

Our financial statements are statedConsumers seeking mortgage loans through our loan marketplace can receive multiple conditional loan offers from participating lenders in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all referencesresponse to “common shares”a single loan request form. We refer to the common shares in our capital stock.process by which we match consumers and Network Lenders as the matching process. This matching process consists of the following steps:

 

As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean BorrowMoney.com, Inc., and its wholly owned subsidiary, BorrowMoney, Inc, a New York corporation, unless otherwise indicated.

 31)Loan Request. Consumers complete a single loan request form with information regarding the type of mortgage loan product they are seeking, loan preferences and other data. Consumers also consent to a soft inquiry regarding their credit.
 2)Loan Request Form Matching and Transmission. Our proprietary systems and technology match a given consumer’s loan request form data, credit profile and geographic location against certain pre-established criteria of Network Lenders, which may be modified from time to time. Once a given loan request passes through the matching process, the loan request is automatically transmitted to up to five participating Network Lenders.
3)Lender Evaluation and Response. Network Lenders that receive a loan request form evaluate the information contained in it to determine whether to make a conditional loan offer.
4)Communication of a Conditional Offer. All matched Network Lenders and any conditional offers are presented to the consumer upon completion of the loan request form. Consumers can return to the site and view their offer(s) at any time by logging in to their My BorrowMoney.com profile. Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.

We also offer consumers other mortgage marketplace products such as:

 

-an alternative “short-form” matching process, which provides them with lender contact information rather than conditional offers from Network Lenders, and
-a “rate table” loan marketplace, where consumers can enter their loan and credit profile and dynamically view real-time rates from lenders without entering their contact information.

GeneralNon-Mortgage Products

 

Lending Products. Other lending products on our online marketplace include information, tools and access to multiple conditional loan offers for the following:

-Auto, which includes our auto refinance and purchase loan products. Auto loans enable consumers to purchase new or used vehicles or refinance an existing loan secured by an automobile.
-Home equity loans and lines of credit, which enable homeowners to borrow against the equity in their home, as measured by the difference between the market value of the home and any existing loans secured by the home. Home equity loans are one-time lump sum loans, whereas a home equity line of credit reflects a line of revolving credit where the borrower has flexibility to draw down and repay the line.
-Personal loans, which are unsecured obligations generally carrying shorter terms and smaller loan amounts than home mortgages.
-Reverse mortgage loans, which are a loan product available to qualifying homeowners age 62 or older.
-Small business loans, which include a broad array of financing types, including but not limited to loans secured by working capital, equipment, real estate and other forms of financing, provided to small and medium-sized businesses.
-Student loans, which includes both new loans to finance an education and related expenses, as well as refinancing of existing loans.

We intend to continue adding new lending offerings for consumers, small businesses and lenders on our online marketplace, in order to grow and diversify our sources of revenue. We may develop such new offerings through internal product development efforts, strategic business relationships with third parties and/or acquisitions.

Other Products. Other products also include information, tools and access to the following:

-Small business loans, which include a broad array of financing types, including but not limited to loans secured by working capital, equipment, real estate and other forms of financing, provided to small and medium-sized businesses.
-Student loans, which include both new loans to finance education and related expenses, as well as refinancing of existing loans.
-Deposit accounts, through which consumers can access depository deals and analysis covering all major deposit product categories.
-Credit repair, through which consumers can obtain assistance improving their credit profiles, in order to expand and improve loan and other financial product opportunities available to them.
-Debt relief services, through which consumers can obtain assistance negotiating existing loans.
-Home improvement services, through which consumers have the opportunity to research and find home improvement professional services.
-Personal credit data, through which consumers can gain insights into how prospective lenders and other third parties view their credit profiles.
-Real estate brokerage services, through which consumers are matched with local realtors who can assist them in their home purchase or sale efforts.
-Various consumer insurance products, including home and automobile, through which consumers are matched with insurance lead aggregators to obtain insurance offers.

We refer to the various purchasers of leads from our other marketplaces as lead purchasers. We plan to generate revenue from the deposit account product from a consumer clicking from our website through to a financial institution’s website. We plan to generate revenue through the insurance products and real estate brokerage services through match fees paid to us by insurance lead aggregators and real estate brokers participating in our online marketplace. We plan to generate revenue from credit repair and debt relief services either through a fee for a customer referral to a service provider partner or through a fee at the time a consumer enrolls in a program with one of our partners. Revenue for home services is planned to be derived primarily through matching of leads to other home services lead aggregators.

Seasonality

We anticipate revenue in our lending business to be subject to cyclical and seasonal trends. Home sales (and purchase mortgages) typically rise during the spring and summer months and decline during the fall and winter months, while refinancing and home equity activity is principally driven by mortgage interest rates as well as real estate values. However, in certain historical periods, additional factors affecting the mortgage and real estate markets, such as the 2008-2009 financial crisis and ensuing recession, have impacted customary seasonal trends.

We anticipate revenue in our newer products will be cyclical as well; however, we have limited historical data to predict the nature and magnitude of this cyclicality. Based on industry data, we anticipate that as our personal loan product matures, we will experience less consumer demand during the fourth and first quarters of each year. We anticipate higher consumer demand for deposit accounts in the first quarter of each year. The majority of consumer demand for student loan products occurs in the third quarter coinciding with collegiate enrollment in late summer. Other factors affecting our businesses include macro factors such as credit availability in the market, interest rates, the strength of the economy and employment.

Competition

We compete with other online marketing companies, including online intermediaries that operate network-type arrangements. We also face competition from lenders that source consumer loan originations directly. These companies typically operate consumer-branded websites and attract consumers via online banner ads, keyword placement on search engines, direct mail, television ads, retail branches, realtors, brokers, radio and other sources, partnerships with affiliates and business development arrangements with others, including major online portals.

Product Development

We invest in the continued development of both new and existing products to enhance the experiences of consumers and lenders as they interact with us.

Corporate History

BorrowMoney.com, Inc. was incorporated in the state of FloridaNew York on January 27, 2000, originally known as Sports.com, Inc. Since its inception and up until2000. The company was reincorporated in Florida on May 4, 2015, the2015. The Company has undergone several name changes, the last being BorrowMoney.com, Inc. On May 4, 2015, the Company became BorrowMoney.com, Inc. Simultaneously, it completed a share exchange with all of the shareholdersstockholders of BorrowMoney.com, Inc., a New York corporation wherewhereby 100% of the issued and outstanding shares of the New York Corporationcorporation were exchanged for 20 million shares inof the Florida Corporationcorporation, which resulted in Borrowmoney.com,BorrowMoney.com, Inc., the The New York Corporationcorporation becoming a wholly owned subsidiary of the Florida Corporation.

corporation. Unless the context otherwise requires, all references to the “Company,” “we,” “our” “BorrowMoney” or “us” and other similar terms collectively means BorrowMoney.com, Inc.’s business objective is to provide a service for, the internet mortgageFlorida corporation.

Regulation and loan provider business. BorrowMoney.com, Inc.’s business model envisions providing current, qualified leads to local lending institutions who are currently members of the National Mortgage Listing Service. These leads will represent qualified borrowers in targeted zip code locations where the lender conducts business. Our internet platform offers a portal geared toward providing services to lending institutions who would be our customers. The key function of our platform is to provide qualified leads to local mortgage and lending professionals. The Company also sell advertising space on its website and creates revenue through the sale of advertisement space, membership fees and lead packages.

Through our proprietary platform, we provide institutional lenders with a digital solution by offering technologically gathered leads. The key function of our platform is to provide qualified leads to local mortgage and lending professionals. The Company expects to monetize the customer inquiries through the use of various advertising methods.

Products and ServicesLegal Compliance

 

The Company has created an Internet-based loan marketplace for consumersgoal of our businesses is to market and our customers, which are lenders. Our technology is now operationalprovide services in heavily regulated industries through a number of different online and offline channels across the United States. As a result, we are ablesubject to collect consumer credit requestsa variety of statutes, rules, regulations, policies and compare those requests and related credit information for submission to lenders which have joined our technology platform. We are not a lender. We currently can intake consumer applications and inquiries for submission to participating lenders who receive consumer credit requests that are received online from consumers. We currently have no revenues from lenders and must have additional lenders join our marketplace to generate significant revenues. As more lenders join our network within a consumer’s geographic areas withinprocedures in various jurisdictions in the United States, consumers will receive up to three (3) offers in response to a single credit request and then be able to compare, review, and accept the offer that best suits their needs. Lenders can generate new business that meets their specific underwriting criteria at a cost that is lower than the costs associated with off-line loan originations. Our marketplace encompasses most consumer credit categories, including mortgages, home equity loans, automobile loans, and personal loans. We have an additional category for submissions to lenders for business loans. We recently added capabilities to our technology and proprietary Internet platform which allows a consumer to find a realtor within the geographic area that the consumer is attempting to either purchase or sell real property.

We are not a lender; instead, we attract consumers to our Website through various forms of advertising and send their loan requests to subscribed lenders and loan brokers (“Lenders”) participating on our exchange. Our technology platform is the technology that powers our Internet based lending exchange at www.borrowmoney.com.

Consumers begin the Borrowmoney.com process by completing a simple on-line credit request (which we refer to as a “qualification form”). After the consumer completes the qualification form, the consumers’ data is automatically compared to the underwriting criteria of the subscribed Lenders participating on our lending exchange. Qualified consumers can receive multiple loan offers on-line in response to a single credit request and then compare, review, and accept the offer that best suits their needs. Lenders can generate new business that meets their specific underwriting criteria at a lower cost of acquisition than traditional marketing channels. Our lending exchange encompasses most consumer credit categories, including mortgages, home equity loans, automobile loans, credit cards, and personal loans. Additionally, through our Website we also provide access to other realty services related to owning, maintaining and buying and selling a home, including a network of real estate brokers.

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We intend to earn revenue from the Lenders on our exchange which pay us fees (“Transmission Fees”) for qualification forms that meet their underwriting criteria and are transmitted to them. Since a qualification form can be transmitted to more than one Lender, we may generate multiple Transmission Fees for the same form. We also intend to earn revenue for loans that the Lenders on our exchange close with consumers that we referred to them (“Closed-Loan Fees”). We refer to the aggregate of these fees as our Exchanged revenue.

Industry Background

For Lenders, the traditional loan origination process is paper-intensive, time-consuming, and usually accompanied by high fixed costs and labor expense. This inefficient process often involves significant marketing and origination costs.

For consumers, the traditional loan process is time-consuming, requires completion of multiple forms, and can often be frustrating and confusing. Consumers typically search through a variety of loan products from many different lenders, apply to one lender at a time for that lender’s offered terms, and then wait for that lender to approve or reject the application. Competing online lending sites generally mirror the traditional loan origination process. Consumers can visit our Website, view a list of loan products, apply for one product from a lender, and are either given an offer or rate quote or are rejected by the lender. While the consumer proposition presented by online lending websites is the same as the traditional offline process, the business models for online lending websites generally fall into the following two categories:

Lender/Broker Model.

The operators of websites such as Mortgagebot.com, QuickenLoans, and Ditech generate a large portion of revenue in the same way as traditional lenders, from a mark-up over their cost of capital, whether the source of capital is a lender, secondary market purchaser, or warehouse line of credit. In exchange for these mark-ups, the lender/broker undertakes all of the document processing, verification, and customer interaction. In addition, to the extent the lenders/brokers fund originated loans with their own capital, they are often directly exposed to interest rate risk, credit risk, liquidity risk and must also effectively manage their loan pipeline.

Referral Agent Model.

The operators of websites such as Providian’s GetSmart typically generate revenue by providing referrals to lenders. Because referral agents typically do not generate any revenue upon loan closings, there is little incentive for these companies to ensure that lenders and consumers consummate the loan transaction. Additionally, because referral websites do not offer the consumers multiple offers on their sites, they are not able to continually give best practices and pricing data to lender participants.

Borrowmoney.com believes that the inefficiencies of the traditional lending process and the shortcomings of other online business models, combined with the large and recurring nature of consumer loan demand, offer a substantial opportunity for its lead processing business model.

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The Borrowmoney.com Process

Our process consists of the following steps:

Credit Request. Consumers access our exchange at www.BorrowMoney.com and select a loan product from our multiple loan categories. Consumers complete a single qualification form for the selected loan product with information such as income, assets and liabilities, loan preferences and other data. Consumers also consent to our retrieval of their credit report.

Qualification Form Filtering and Transmission.

Our filtering process matches the consumer’s qualification form data, credit profile, and geographic location to the preset underwriting criteria provided by participating Lenders. Lenders are able to modify their underwriting criteria in real-time directly through a password-protected Website upon our proprietary platform. Once qualification forms pass the filters, they are transmitted to up to three Lenders who have subscribed to our marketplace whose lending criteria match that of the consumers’ profile and location.

Lender Evaluation and Response.

Lenders evaluate and respond to the qualification forms that pass their filters. This response takes place on the automated interface technology that we have developed.

Communication of Offer.

Once a Lender evaluates a qualification form, renders a decision, and responds with an offer, our system automatically notifies the consumer via e-mail and displays the offers on the Website where the request originated. The e-mail contains instructions to return to our Website and provides instructions directing the consumer to the “Check Status” page where consumers can view and compare the terms of each offer including: interest rate, closing costs, monthly payment amount, lender fees and other information.

Offer Acceptance.

The consumer has the ability to accept, reject or request more information about any particular loan offer. When the consumer selects one of these options, our system automatically notifies the chosen Lender and the remainder of the process is conducted offline.

Other Services

Real Estate Services

We intend to refer consumers from our exchange or various third party sites to participants in our network of real estate agents located in most states. As of August 31, 2017, we had relationships with approximately 700 real estate brokerages or agents to support referrals supplied by us. These relationships involved real estate brokerages or agents testing their personal profiles with our website. Currently, nearly all of these real estate brokerages or agents that have submitted profiles are on a trial basis and are not being charged. Several have elected to pay the annual membership fee currently established at $150.00. If the real estate brokerage or agent elected to become a member by paying the annual membership fee, they will receive real estate sales and testing services without additional charge. For non-members, we offer nationwide real estate sales and rental listing services at a current monthly charge of $25 per listing, along with quarterly or annual listing service packages.

Advertising and Banner Services

Borrowmoney.com offers various advertising services which are displayed on the Website. Advertising prices on our Website are based on several industry methods as described below.

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Borrowmoney’s advertising rates are based on either a pay-per-click basis, ad display basis, or on a flat rate basis. Pay-per-click and ad display advertisers are only charged when a prospective customer visits our Website and the ad is displayed orclicked on the viewing page by the person presently on the site. Advertising charges per ad exposures begin at a minimum of 10,000 clicks with a charge of .24 cents per click and an exposure charge of .02 cents. Flat rate monthly charges are based on size of ad banners, Tier and page positions. Tier prices range from a Tier 5 price of $100.00 to a Tier 1 price of $1,500.00. The Company offers more than just placement of ads on its Website. We offer design services to our customers. Charges are based upon the type of ad requested as well as a fixed per hour cost for design services.

Lender Services

Borrowmoney.com intends to provide through its proprietary technology a system for lenders to electronically join the system as a subscribed lender providing quotes after final approval by a borrowmoney.com. To become a subscribed lender, a representative of the Company first logs intowww.borrowmoney.com. There a potential lender will provide basic account information, contact information, lender information regarding licensing, loans loan types, such as automobile loans, real estate loans, commercial loans, personal loans, construction loans, and others, for electronic submittal to borrowmoney.com. At this same time, the lender will submit their pricing package, which is initially established as a no-cost trial period, and a monthly marketing budget, if they so choose. Upon receipt of the lender registration, we verify the information and contact the lender for final negotiations regarding the pricing packages selected.

Based on the package amount selected by the Lender, we negotiate the demographic where the Lender selects to run the campaign, and return on investment expected by the Lender. Borrowmoney will charge the Lender a flat fee or a percentage of the loan amount requested by a customer lead referred to the Lender. Currently we have signed up and partnered with Capital One, National Association, SecurityNational Mortgage Company, and Apollo Capital Corp.

Our marketplace provides important benefits to lenders, including:

● New Business. Leveraging the reach of the Internet, we provide lenders with access to a significantly larger audience of qualified consumers.

● Lower Acquisition Costs. Our fees are designed to be less than the cost of acquiring customers through traditional and other online channels. Our technology enables lenders to process credit requests more efficiently and at significantly reduced costs.

● Market Information. We collect and distribute to our lenders valuable information about the online lending marketplace. This information enables our lenders to refine and improve their Internet lending strategies and quickly respond to changing market conditions.

Customer Service

We employ a staff of three (3) customer service agents, and E-Wiz Solutions, Inc. IT Department which employs a staff of Four (4) technical support personnel who provide support to all users of our services. They provide support via email and telephone. The responsibilities of the customer service and technical support personnel include:

 

 -RespondingRestrictions on the manner in which consumer loans are marketed and originated, including, but not limited to, consumers’ questions about the statusmaking of their credit request, how to use our Website,required consumer disclosures, such as the Federal Trade Commission’s Mortgage Advertising Practices (“MAP”) Rules, federal Truth-in-Lending Act, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Fair Housing Act, the federal Real Estate Settlement Procedures Act (“RESPA”), and other frequently asked questions.similar state laws;
 -Restrictions imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”) and current or future rules promulgated thereunder, including, but not limited to, limitations on fees charged by mortgage lenders, mortgage broker disclosures and rules promulgated by the Consumer Financial Protection Bureau (“CFPB”), which was created under the Dodd-Frank Act;
 -ActingRestrictions on the amount and nature of fees that may be charged to lenders and real estate professionals for providing or obtaining consumer loan requests, such as a liaison between consumers and Lenders, to ensure consumers receive prompt service from Lenders.under RESPA;
 -Federal and State laws relating to the implementation of the Secure and Fair Enforcement of Mortgage Licensing Act of 2008 (the “SAFE Act”) that require us to be licensed in all States and the District of Columbia (licensing requirements are applicable to both individuals and/or businesses engaged in the solicitation of or the brokering of residential mortgage loans and/or the brokering of real estate transactions);
 -Providing continuous technical supportState and federal restrictions on the marketing activities conducted by telephone, mail, email, mobile device or the internet, including the Telemarketing Sales Rule (“TSR”), the Telephone Consumer Protection Act (“TCPA”), state telemarketing laws, federal and state privacy laws, the CAN-SPAM Act, and the Federal Trade Commission Act and their accompanying regulations and guidelines;
-State laws requiring licensure for or otherwise imposing restrictions on the solicitation of or brokering of consumer loans which could affect us in our personal loan, automobile loan, student loan, credit card, or other non-mortgage consumer lending businesses;
-Restrictions on the usage and storage of consumer credit information, such as those contained in the federal Fair Credit Reporting Act and the federal Credit Repair Organization Act; and
-State “Bird Dog” laws which restrict the amount and nature of fees, if any, that may be charged to Lender technicalconsumers for automobile direct and systems questions.indirect financing.

 

7

Customers

A significant portion of our targeted lender base will be comprised of large financial institutions such as banks or insurance carriers, and may have products covered by multiple vertical categories on our online network.

Product Development Strategy

Our proprietary website features a modern modular design enabling us to add features and additional content rapidly, test consumers’ response and engagement and optimize satisfaction as a result. We plan to further leverage our back-end infrastructure in the process, creating an even stronger network for our consumers, advertisers, partners and affiliates. We recently added capabilities to our platform to provide for a consumer to find a realtor within the geographical area that the consumer is attempting to either purchase or sell property.

In fulfilling our product mission, we will make extensive use of site tracking and optimization technologies, and we will continually monitor and improve consumer engagement and monetization.

Marketing

Our principal marketing objectives are to maintain our leading brand awareness position and to increase volume on our exchange. These efforts include offline advertising, online advertising and direct marketing. We also collect and analyze consumer data to enhance our consumer marketing programs, subject to compliance with our privacy policy.

Online Advertising

Online advertising and sponsorships play an important role in our overall effort to reach potential consumers. We focus on those portals and websites having a high affinity to consumer lending, such as real estate, personal finance and automobile-related websites. We have also contracted with major search engine companies such as Google and incorporated banner advertising into our online strategy to maximize consumer reach at relatively low cost.

Direct MarketingIntellectual Property

 

We believe that direct marketing is an effective meansour intellectual property rights are vital to our success. To protect our intellectual property rights in our brand, technology, products, improvements and inventions, we rely on a combination of increasing loan requeststrademarks, trade secrets, patents and closure rates,other laws, and a waycontractual restrictions on disclosure, including confidentiality agreements with strategic partners, employees, consultants and other third parties. As new or improved proprietary technologies are developed or inventions are identified, we plan to develop more sustainable relations with consumers. Our direct marketing initiatives have been executed through both offlineseek patent protection in the United States and online channel within the guidelinesabroad, as appropriate.

Many of our privacy policy,services are offered under proprietary trademarks and service marks. We generally apply to register or secure by contract our principal trademarks and service marks as follows;they are developed and used.

We reserve and register domain names when and where we deem appropriate and we currently have over 30 registered domain names. We also have agreements with third parties that provide for the licensing of patented and proprietary technology used in our business.

 

Direct Email. WeFrom time to time, we may be subjected to legal proceedings and claims, or threatened legal proceedings or claims, including allegations of infringement of third-party trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, the use email to encourage Lenders to visit our website, complete the lender listing request process, communicate with consumers throughout the lending process, offer additional productsof litigation and to facilitate a consumers’ ability to obtain loans.

We use direct mail to complement our online email advertising.

Outside Marketing

On October 11, 2017 the Company entered into a Marketing Agreement withMarketing 360, a nationwide internet marketing firm. Marketing 360 will be providing services including, but not limited to: On-Demand Creative Services Natural Listing Ads®, Top Placement Ads®, Retargeting Ads™ Social Targeting Ads™,Email Marketing 360®,SMS Marketing 360® (US Only), Digital Marketing Analytics, Call Tracking and CRM. The contract calls for monthly payments, as set forth in the agreement, with the option to terminate the agreement with required notice.

8

Competition

We compete for advertising revenues across the broad categories of personal finance content, online credit card marketplaces, and insurance marketplaces, both in traditional mediaother dispute resolution processes, such as newspapers, magazines, radio,Uniform Domain Name Dispute Resolution, may be necessary for us to enforce our intellectual property rights, protect trade secrets or to determine the validity and television,scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and in the rapidly growing market for onlinediversion of management and technical resources, any of which could adversely affect our business, financial information. There are many competitors in our market segments. Our onlinecondition and print competition includes the following:

search engines utilizing keyword cost-per-click advertising or comparison advertising sites/networks;
lead aggregators and websites committed to specific personal finance products;
numerous websites in each of our vertical categories competing for traffic and for advertisers;
financial institutions, including mortgage lenders, deposit institutions, insurance providers and credit card issuers, many of whom are also our customers; and
Traditional offline personal finance marketing channels, including direct mail, television, radio, print and online advertising, call centers and retail bank branches.

Competition in the online publishing business is generally directed at growing users and revenue using marketing and promotion to increase traffic to websites.

Technology

We currently operate our online network and supporting systems on servers via the Amazon Network. We are PCI compliance through AWS Amazon Service.

Our systems are controlled and updated remotely via encrypted virtual private network (VPN) links to our operating locations. The technical services staff extensively monitors all key systems, both internally and from a web perspective, using multiple locations and methodologies. We also leverage third party content distribution networks, ad serving, optimization, and tracking services to improve performance and provide instrumentation, while leveraging the scalabilityresults of major vendors in these arenas.operations.

 

Employees

 

Aldo Piscitello, Rosario Allen Moschitto, and Frank A. Micali are currently employees, and we will depend on their ability to execute our plan through our initial growth stage. We have added three (3) part-time employeesoutsourced our human resources and will continue to assist us in customer serviceutilize a Professional Employer Organization to minimize any liability associated with payroll and technical support, in contacting lenders and in securing agreements with them for service areas. Specifically, no salaried employees will be engaged during this period. Moreover, no salary is planned to be paid to the founding principal or any other employees until cash flow operations allow it in subsequent growth stages.employee regulatory issues.

 

ItemAdditional Information

Website and Public Filings

We maintain a corporate website at www.BorrowMoney.com and an investor relations website at ir.BorrowMoney.com. None of the information on our website is incorporated by reference in this report, or in any other filings with, or in any information furnished or submitted to, the SEC.

We make available, free of charge through our website, our reports on Forms 10-K, 10-Q and 8-K, our proxy statements for annual stockholders’ meetings and beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after we file such materials with, or furnish such materials to, the SEC.

Code of Business Conduct and Ethics

Our code of business conduct and ethics, which applies to all employees, including all executive officers and senior financial officers and directors, is posted on our website at https://www.borrowmoney.com/investor-relations.

ITEM 1A. Risk Factors

 

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

 

The above statement notwithstanding, shareholdersstockholders and prospective investors should be aware that certain risks exist with respect to our company and our business, including those risk factors contained in our most recent Registration Statements on Form S-1, as amended. These risks include, among others: limited assets, lack of significant revenues and only losses since inception, industry risks, dependence on third party manufacturers/suppliers and the need for additional capital. Our company’s management is aware of these risks and has established the minimum controls and procedures to insureensure adequate risk assessment and execution to reduce loss exposure.

9

 

Item 1B. Unresolved Staff Comments

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.None.

Item 2. Properties

 

MainOur principal executive offices are currently located in a leased office – The Company has moved from its previous location at 9935 Shore Road, Unit 6-C, Brooklyn, New York 11209. The Company is now headquartered at:

BorowMoney.com

512 Bayshore Drive

Ft. Lauderdale, Florida 33304.

Additionally,in Plantation, Florida. In addition, the Company has terminated its lease at 55 SE 2nd. Ave., Delray Beach, Florida 33444.also utilizes office space in Fort Lauderdale Florida.

 

Item 3. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

No PublicOn October 29, 2019, our common stock began trading on the OTC Pink Market for Common Stock

Theremaintained by OTC Markets under the symbol “BWMY”; however, there is presently no actively traded public market for our shares of common stock. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. We anticipate applying forcannot provide any assurance that a meaningful trading market will ever develop.

The trading price of our common stock on the Over-The-Counter Market within the next quarter. However, we can provide no assurance thatcould be subject to wide fluctuations in response to various events or factors, many of which are beyond our shares ofcontrol.

Our common stock willtrades on a limited and sporadic basis and should not be traded ondeemed to constitute an established public trading market. There may not be liquidity in the Over-The-Counter Market or, if traded, that a public market will materialize.common stock.

 

The following table sets forth the high and low sale prices for the period from October 01, 2020 to November 30, 2020. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

Fiscal Year Period 

High Sales

Price

  

Low Sales

Price

 
2020 Fourth Quarter (October 01, 2020 to November 3, 2020) $3.00  $1.94 

Dividends

We have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future will depend upon our results of operations, as well as our short-term and long-term cash availability, working capital, working capital needs, and other factors as determined by our Board of Directors. Currently, except as may be provided by applicable laws, there are no contractual or other restrictions on our ability to pay dividends if we were to decide to declare and pay them.

8

Holders of Our Common Stock

 

As of the date of this Registration Statement,Annual Report, we had 39 shareholdersstockholders of our common stock.stock, not including any persons who hold their stock in “street name”.

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

10

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock should our stock ever be traded on a public market. Therefore, stockholders may have difficulty selling our securities.

 

Dividends

We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plansplans.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

On May 5, 2015 we issued 20,000,000In July 2019, the Company granted common stock warrants to purchase 50,000 shares of common stock to Aldo Piscitello under termsa service provider. The warrants are exercisable until December 29, 2023 and have an exercise price of a Share Exchange Agreement where we acquired BorrowMoney.com, Inc., a New York corporation, which it became our wholly owned subsidiary.$0.10 per share. The warrants are fully earned upon issuance and become exercisable on January 1, 2020.

 

On October 17, 2015 we issuedSubsequent to John Werner 20,000 restrictedAugust 31, 2020, the Company received $5,000 in consideration for the purchase of 5,000 shares of restricted common stock.

We claim an exemption from registration for the grant/issuance and sales described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing grant/issuance did not involve a public offering, the recipients were “accredited investors” and/or had access to similar information as would be included in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our common stock for cash proceeds of $10,000representatives. No underwriters or $0.50 per share. Mr. Werner was an investoragents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the sharescertificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were issuednot registered under the Securities Act and such securities may not be offered or sold in a private transaction exemptthe United States absent registration or an exemption from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)(2) of that Securities Act.

On June 16, 2017 we issued to Albert Danza 20,000 restricted shares of our common stock for cash proceeds of $20,000 or $1.00 per share. Mr. Danza was a previous investor, having purchased shares on October 30, 2015, as referenced above.and any applicable state securities laws.

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We diddo not purchasehave any recent purchases of our shares of common stock or other securities during our fourth quarter of our fiscal year ended August 31, 2017.equity securities.

 

Item 6. Selected Financial Data

 

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

 

 119 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following information specifies certain forward-looking statements of management of the Company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology such as, “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been complied by our management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty or warranty is to be inferred from those forward-looking statements.

 

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requirerequires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of these forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

Overview

 

BorrowMoney.com, Inc. was incorporated inoperates what we believe to be the state of Florida on January 27, 2000, originally known as Sports.com, Inc. Since its inception and up until May 4, 2015, the Company has undergone several name changes, the last being BorrowMoney.com, Inc. On May 4, 2015, the Company became BorrowMoney.com, Inc. Simultaneously, it completed a share exchange with all of the shareholders of BorrowMoney.com, Inc., a New York corporation where 100% of the issued and outstanding shares of the New York Corporation were exchanged for shares in the Florida Corporation which resulted in Borrowmoney.com, Inc., the New York Corporation becoming a wholly owned subsidiary of the Florida Corporation. Unless the context otherwise requires, all references to the “Company,” “we,” “our” “BorrowMoney” or “us” and other similar terms collectively means BorrowMoney.com, Inc.

The Company has created an Internet-basedleading online loan marketplace for consumers seeking loans and other credit-based offerings. The Company offers borrowers “screened lenders” and takes steps to ensure the lenders trustworthiness and legitimacy. The Company provides institutional lenders with innovative digital solutions by offering fintech technologically advanced gathered leads through an exclusive proprietary platform. Our online marketplace provides consumers with access to product offerings from our customers, which are lenders. Our technology is now operational and we are able to collect consumer credit requests and compare those requests and related credit information for submission to lenders which have joined our technology platform. We are not a lender. We currently can intake consumer applications and inquiries for submission to participating lenders who receive consumer credit requests that are received online from consumers. We have minimal revenues and must have additional lenders join our marketplace to generate significant revenues. As more lenders join our network within a consumer’s geographic areas within the United States, consumers will receive up to three (3) offers in response to a single credit request and then be able to compare, review, and accept the offer that best suits their needs.Network Lenders, can generate new business that meets their specific underwriting criteria at a cost that is lower than the costs associated with off-line loan originations. Our marketplace encompasses most consumer credit categories, including mortgages,mortgage loans, home equity loans automobileand lines of credit, reverse mortgage loans, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans and personal loans.other related offerings. In addition, we offer tools and resources, including free credit scores, that facilitate comparison shopping for these loans, deposits and other credit-based offerings. We have an additional categoryseek to match consumers with multiple lenders, who can provide them with competing quotes for submissionsthe product they are seeking.

We also serve as a valued partner to lenders forseeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries we generate with these lenders.

Our BorrowMoney.com platform offers a personalized loan comparison-shopping experience by providing free credit scores and credit score analysis. This platform enables us to observe consumers’ credit profiles and then identify and alert them to loan and other credit-based opportunities on our marketplace that may be more favorable than the loans they may have at a given point in time. This is designed to provide consumers with measurable savings opportunities over their lifetimes.

In addition to operating our core mortgage inquiry and Leads business, loans.we are focused on growing our non-mortgage lending businesses and developing new product offerings and enhancements to improve the experiences that consumers and lenders have as they interact with us. By expanding our portfolio of loans and other product offerings, we are growing and diversifying our business and sources of revenue. We recently added capabilitiesintend to capitalize on our expertise in performance marketing, product development and technology, and proprietary Internet platform which assists a consumer in finding a realtor withinto leverage the geographic area thatwidespread recognition of the BorrowMoney.com brand to affect this strategy.

We believe the consumer and small business financial services industry is attemptingin the early stages of a fundamental shift to either purchase or sell real property.

online product offerings, similar to the shift that started in retail and travel many years ago and is now well established. We believe that like retail and travel, as consumers continue to move towards online shopping and transactions for financial services, suppliers will increasingly shift their product offerings and advertising budgets toward the online channel. We believe the strength of our brands and of our lender network, place us in a strong position to continue to benefit from this market shift.

BorrowMoney.com, Inc.’s main objective is to provide a service forlead generation services to the internet mortgage and loan provider business.lenders. BorrowMoney.com, Inc.’s business model envisions providing current, qualified leads to local lending institutions who are currently members of the National Mortgage Listing Service.nationwide. These leads will represent qualified borrowers in targeted zip code locations where the lender conducts business. Our internet platform offers a portal geared toward providing services to lending institutions who would be our customers. The key function of our platform is to provide qualified leads to local mortgage and lending professionals. The Company monetizesgenerates customer inquiries through the use ofusing various advertisingmarketing methods. The Company also sells advertising space on its website and creates revenue through the sale of advertisement space, membership fees and lead packages.

12

 

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period until we are no longer an “emerging growth company.”

 

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of an offering completed on May,June 1, 2017, (b) in which we have total annual gross revenue of at least $1.0$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 

Limited Operating History

 

We have not previously demonstrated that we will be able to expand our business through an increased investment in our product linelines and/or marketing efforts. We cannot guarantee that the expansion efforts described in this report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our products and/or sales methods.

Plan of Operations

 

DuringOur plans for the next 12 months are:

We have completed out technology platform and in the process of relaunching the website. We are now entering our operational phase which includes contracting with mortgage and personal loan lenders for geographic areas using ZIP Codes. In addition to expanding our network of lenders over the next 12 months, we expectintend to take the following steps in connection with the further growth of our business in the implementation of a plan of operations:

We are presently operational with respect to our technologycontinue optimizing and are ready to obtain agreements with lenders for geographic areas and ZIP Codes. We expect to spend the next 12 months obtaining agreements with lenders, maintainingenhancing our Internet-based platform to focus on lead generation and begin generating additional revenues for our marketplace services. OverOur mission is to be the next 12 months our growth is designed to attract a modest level of business aimed at reaching a breakeven point and create consumer and lender awareness of the Company as a reliable and credible Internet-basedpremier loan marketplace.lead generation company. The budget for the next 12 months is estimated to be $73,990,$500.0k which is being provided for by our founding principalexpected to come from friends, family, and President, Aldo Piscitello.officers. A breakdown of the estimated cost for our next 12 months of operation are as follows:

 

13

ACCOUNTING SERVICE3,000
AMAZON (AWS) WEB HOSTING SERVICE, AND MAINTENANCE7,000
4 EMPLOYEES BASIC EXPENSE COMMISSION BASE ON 109920,000
AOL BACK UP EMAIL SERVICE120
E-WIZ SOLUTION, INC, IT UPDATE MAINTENANCE AND SERVICE10,000
GODADDY, DOMAIN NAMES HOSTING. SERVICE. AND MAINTENANCE2,500
GOOGLE EMAIL SERVICE550
LEGAL FEES2,000
LIVE CHAT INC , WEB SITE SERVICE250
MARKETING MATERIAL5,000
NETFLIX .COM, DOWNLOAD SERVICE100
OFFICE SUPPLY1,000
PERSOLVENT INC, CREDIT CARDS MAINTENANCE SERVICE220
PUBLIC STORAGE, RENT FOR COMPUTERS AND OFFICE SUPPLY1,100
QUICK BOOKS ONLINE ACCOUNTING SERVICE,550
OFFICE SPACE RENT15,000
TELEPHONE SERVICE,3,800
THE FINANCIAL SERVICE, RATES UPDATE SERVICE600
VSTOCK TRANSFER LLC,1,200
TOTAL73, 990
   (000’s) 
Legal and Professional Fees $50.0 
Web Hosting Service, and Maintenance  8.0 
Subcontracting Services  280.0 
Office Expenses  5.0 
IT Maintenance and Service  10.0 
Domain Names Hosting. Service. and Maintenance  2.5 
Website Development and Related Service  15.0 
Licenses and Permits  3.5 
Marketing and Advertising  50.0 
Bank Charges and Cred Card Processing Fees  3.0 
Rent  25.0 
Dues and Subscriptions  7.5 
Computer Expenses  5.0 
Transfer and Recording Costs  10.0 
Office Space Rent  22.0 
Telephone Service  3.5 
Total $500.0 

 

Revenues are expected to be minimal as the volume of lender agreements during this initial stage of operation is expected to be low.increase at a gradual pace throughout the year. We expect to operate at a loss during our initial growth/operating period. No salary is planned to be paid to the President, Directors, or other executive officers until the Company has completed 12 months of operations. Only our contract part time employees will be compensated.compensated with sweat equity options until such time that the company has positive cash flows.

 

Contingent upon the successful completion of our next 12 months of operation, we plan to aggressively expand our operation and business.business from existing revenues. Our expansion would be accompanied by an increase in the number of employeespersonnel to obtain lender agreements for ever-expanding geographic areas.

Sources of Revenue

BorrowMoney.com will generally be compensated from fees paid by its members and fees paid for supplying “leads” to participating lenders and other financial institutions. To date, the Company has generated minimal revenues from advertising but has not generated any revenues from lenders. The Company is preparing to launch its website presence gradually in selected markets.

14

 

Channels of Distribution; Marketing Costs

 

BorrowMoney.com markets and offers services directly to customers through its branded website allowing customers to transact directly with BorrowMoney.combe pre-qualified in a convenient manner.one stop platform and have access to all the major lenders and loan programs. The Company has made, and expects to continue to make, substantial investments in its online technology platform and offline advertisingmarketing strategy to build its brands andbrand awareness in the marketplace that will drive traffic to its businesses.and generate leads. The cost of acquiringneed for online mortgages and personal money loan platform is driven not only by the millennium generation that are moving away from traditional brick and mortar banks but also from the new customers through online and offline third-party distribution channels has increased, particularly inlifestyle changes caused by the case of online channels as internet commerce continues to grow and competition in the housing market increases.Covid-19 pandemic. BorrowMoney.com expects salesto take advantage of this opportunity to capture a large portion of this “new” marketplace demand and marketing expense as a percentage ofincrease its revenue to continue to increase.exponentially.

 

Results of Operations

Fiscal year ended August 31, 2017 as compared to August 31, 2016

The Company generated revenue of $14,936 and $1,980 for the years ended August 31, 2017 and 2016, respectively. We consider web service support costs provided by third parties as costs related to revenue. Such costs were $11,450 and $1,485 for the years ended August 31, 2017 and 2016, respectively.

Operating expenses were $95,047 and $152,167, for the years ended August 31, 2017 and 2016, respectively. The $57,120 decrease in operating expenses was due primarily to a $51,363 reduction in website development fees.

As a result of the foregoing, we incurred losses of $99,493 and $157,501 during the years ended August 31, 2017 and 2016, respectively.

 

The following table provides selected financial data about our Company as atof August 31, 20172020 and 2016.2019.

 

Balance Sheet Date 

As at

August 31, 2017

 As at
August 31, 2016
 
Balance Sheet Date (000’s) 

August 31,

2020

 

August 31,

2019

 
          
Cash $10,026  $9,248  $7.8  $7.6 
Total Assets $10,026  $9,248  $7.8  $7.6 
Total Liabilities $259,216  $178,945  $595.4  $460.4 
Stockholders’ Deficit $(249,190) $(169,697) $(487.7) $(452.7)
Working Capital Deficit $(487.7) $(452.7)

 

As atof August 31, 2017,2020, the Company’s cash balance was $10,026$7.8k compared to $9,248$7.6k as atof August 31, 20162019 and our total assets atas of August 31, 2017 were $10,026 compared with $9,248 as at August 31, 2016. The increase in total assets by $7782020 was solely due to an increase in cash of 778.$7.8k.

 

As atof August 31, 2017,2020, the Company had total liabilities of $259,216595.4k compared with total liabilities of $178,945$460.4k as atof August 31, 2016.2019. The increase in total liabilities of $80,271 duringfor the year ended 2017,August 31, 2020, was primarily the result of an increase in accrued interest and notes, due to related party.

We had $90.0k of cash used in operating activities for the year ended August 31, 2020, compared to $74.8k of cash used in operating activities for the year ended August 31, 2019.

We had $90.1k of cash provided by financing activities for the year ended August 31, 2020, compared to $77.3k of cash provided by financing activities for the year ended August 31, 2019. Cash provided by financing activities was primarily proceeds from related party of $72,500 and a $7,771 increase in accrued interest to related parties.loans.

 

Financial Position, Liquidity and Capital Resource

 

As of August 31, 2017,2020, all cash loaned by the Company to pay its operating and development expenses has been furnished by loans from its founder and President, Aldo Piscitello. With this cash infusion, theThe Company has incurred no outstanding long term obligations,other debt, other than the debt owed to Mr. Piscitello. Additionally, the Company anticipates offeringselling shares of the companyCompany through a private offering of its securities to supplement its capital requirements. Forrequirements in the year ended August 31, 2017 the company used $91,722 in operating activities and the Company was funded by related party loans of $72,500 and the sale of 20,000 shares of common stock for $20,000. The cash balance at August 31, 2017 was $10,026. At August 31, 2017 we have a working capital deficiency of $8,970. future, as funding is needed.

Interest expense of $7,932 ($161 of which is attributable to credit card charges)$37.2k and $5,829$17.5k for the years ended August 31, 20172020 and 2016,2019, respectively, was the result of accruals related to shareholder loans by Mr. Piscitello’s advances.

For the year ended August 31, 2016 the Company used $135,172 in operating activities. This was funded by an additional $85,600 in related party loans and $70,000 from the sale of common stock.Aldo Piscitello.

 

Plan of Operation and Funding

 

During the next twelve months, we anticipate that our principal sources of liquidityfunding will consistcomprise of any, or all, of the following: 1) proceeds from sales of our common stock, 2) revenue generated from our operations, and 3) additional debt borrowings. While we are presently generating revenue and we anticipate our revenue will continue to increase, we are currently operating at a loss.

On a long-term basis, our ability to ultimately achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully continue to develop our products and our ability to generate revenues.

if need.

Critical Accounting Policies

 

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Consolidated Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

 

Contractual Obligations

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

15

Going Concern

 

Because we have suffered recurring losses from operations and negative operating cash flows, there is substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent on Management’s plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

16

Item 8. Financial Statements and Supplementary Data

 

Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and ShareholdersStockholders of

BorrowMoney.com,Borrowmoney.com, Inc.

Brooklyn, New York

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheetssheet of BorrowMoney.com,Borrowmoney.com, Inc. and its subsidiary (the “Company”(“the Company”) as of August 31, 2017 and 2016,2020 and the related consolidated statements of operations, changes in stockholders’ deficit, cash flows and the related notes to consolidated financial statements (collectively referred to as the consolidated financial statements) for the year ended August 31, 2020. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2020, and the results of its operations and its cash flows for the yearsyear then ended. ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. OurAs part of our audits, included considerationwe are required to obtain an understanding 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

Our audit also includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referredThe Company’s Ability to above present fairly, in all material respects, the financial position of BorrowMoney.com, Inc. and its subsidiaryContinue as of August 31, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.a Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has sufferedan accumulated deficit, recurring losses, from operationsand expects continuing future losses, and has a net capital deficiencystated that raises substantial doubt exists about itsthe Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regard toregarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The firm has served this client since October 2020.

/s/ MaloneBailey, LLPRichard H. Moran CPA, P.A. 
www.malonebailey.com
Houston, Texas
November 27, 2017

Certified Public Accountants

13890 SW 100 Lane, Miami, Florida 33186

17

November 30, 2020

BorrowMoney.com, Inc.

Consolidated Balance Sheets

August 31, 2020

  August 31, 2017  August 31, 2016 
Assets      
Current assets        
Cash $10,026  $9,248 
Total current assets  10,026   9,248 
         
Total Assets $10,026  $9,248 
         
Liabilities and Stockholders’ Deficit        
Current liabilities:        
Accrued expenses $1,500  $1,500 
Accrued interest  17,496   9,725 
Notes payable related party  -   167,720 
Total current liabilities  18,996   178,945 
         
Long term debt        
Notes payable-related party  240,220   - 
Total liabilities  259,216   178,945 
         
Stockholders’ deficit:        
Preferred stock 20,000,000 shares authorized $0.0001 par value none issued and outstanding at August 31, 2017 and August 31, 2016, respectively  -   - 
Common stock-100,000,000 shares authorized $0.0001 par value 22,073,000 and 22,053,000 issued and outstanding at August 31, 2017 and August 31, 2016, respectively  2,207   2,205 
Additional paid-in capital  238,793   218,795 
Accumulated deficit  (490,190)  (390,697)
Total stockholders’ deficit  (249,190)  (169,697)
         
Total Liabilities & Stockholders’ Deficit $10,026  $9,248 

  

August 31, 2020

 
Assets   
    
Cash $7,792 
Prepaid expenses  - 
Total current assets  7,792 
     
Total Assets $7,792 
     
Liabilities and Stockholder’s Deficit    
Current liabilities:    
Accounts payable and accrued expenses $21,948 
Accrued interest  81,797 
Notes payable-related party, current portion  491,747 
Total current liabilities  595,492 
     
Long term debt    
Notes payable-related party  - 
Total liabilities  595,492 
     
Stockholders’ deficit:    
Preferred stock 100,000,000 shares authorized $0.0001 par value none issued and outstanding at August 31, 2020 and 2019  - 
Common stock-500,000,000 shares authorized $0.0001 par value issued and outstanding common shares at August 31, 2020 is 109,175,000 and 2019 were 21,833,000  2,182 
Additional paid-in capital  293,768 
Accumulated deficit  (887,651)
Total stockholders’ deficit  (587,701)
     
Total Liabilities and Stockholders’ Deficit $7,792 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

BorrowMoney.com, Inc.

Consolidated Statements of Operations

  For the Year Ended 
  August 31, 2020 
    
Revenue $2,097 
     
Operating expenses:    
General and administrative  105,855 
Total operating expenses  105,855 
     
Loss from operations  (103,758)
     
Other income (expense):    
Interest expense  (37,232)
Total other expenses  (37,232)
     
Net loss before income taxes  (140,990)
     
Income tax expense  - 
     
Net loss $(140,990)
     
Basic and diluted per common share amounts:    
Basic and diluted net loss $(0.01)
     
Weighted average common shares outstanding (basic and diluted)  109,175,000 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

BorrowMoney.com, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended August 31, 2020

  Common Stock  Additional
Paid In
  Accumulated  Total
Stockholders’
 
  Shares  Common Stock  Capital  Deficit  Deficit 
                
Balance at August 31, 2018  21,823,000  $2,182  $237,818  $(590,792) $(350,792)
Share based compensation  -   -   49,950   -   49,950 
Net loss  -   -   -   (151,870)  (151,870)
Balance at August 31, 2019  21,823,000   2,182   287,768   (742,662)  (452,712)
Stock Split 5-1  87,352,000                 
Purchase of common stock  -   -   10,000   -   10,000 
Subscribed  -   -   (4,000)  -   (4000)
Net loss  -   -   -   (140,990)  (140,990)
Balance at August 31, 2020  109,175,000  $2,182  $293,768  $(883,652) $(587,702)

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

BorrowMoney.com, Inc.

Consolidated Statements of Cash Flows

  For the year ended 
  August 31, 2020 
Cash flows from operating activities:    
Net Loss $(140,990)
Adjustments to reconcile net loss to net cash used in operating activities:    
Changes in net assets and liabilities    
Accounts payable and accrued expenses  50,946 
Cash used in operating activities:  (90,043)
     
Cash flows from financing activities:    
Related party loans  84,188 
Sale of common stocks  10,000 
Common stocks subscribed  (4,000)
Cash provided by financing activities  90,188 
     
Net change in cash  145 
Cash- beginning of period  7,647 
Cash-end of period $7,792 
     
Cash paid for interest $- 
Cash paid for taxes $- 

 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

 

18

BorrowMoney.com, Inc.

Consolidated Statements of Operations

  For the Years Ended August 31, 
  2017  2016 
       
Revenue $14,936  $1,980 
Costs related to service revenue  11,450   1,485 
Gross profit  3,486   495 
         
Operating expenses:        
General & administrative  95,047   152,167 
Total operating expenses  95,047   152,167 
         
Loss from operations  (91,561)  (151,672)
         
Other expense:        
Interest expense  (7,932)  (5,829)
Total other expenses  (7,932)  (5,829)
         
Net loss before income taxes  (99,493)  (157,501)
Income taxes  -   - 
         
Net loss $(99,493) $(157,501)
         
Basic and diluted per common share amounts:        
Basic and diluted net loss $(0.00) $(0.01)
         
Weighted average common shares outstanding (basic & diluted)  22,057,164   22,028,847 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

19

BorrowMoney.com, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended August 31, 2017 and 2016

  Common Stock       
  Shares  Common Stock  Additional
paid-in
capital
  Accumulated
Deficit
  Total
Stockholders’ Equity
(Deficit)
 
Balance at August 31, 2015  21,923,000  $2,192  $148,808  $(233,196) $(82,196)
Common stock issued for cash  130,000   13  $69,987   -   70,000 
Net Loss  -   -   -   (157,501)  (157,501)
Balance at August 31, 2016  22,053,000  $2,205  $218,795  $(390,697) $(169,697)
Common stock issued for cash  20,000   2  $19,998   -   20,000 
Net Loss  -   -   -   (99,493)  (99,493)
Balance at August 31, 2017  22,073,000  $2,207  $238,793  $(490,190) $(249,190)

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

20

BorrowMoney.com, Inc.

Consolidated Statements of Cash Flows

  For the Years Ended August 31, 
  2017  2016 
       
Cash flows from operating activities:        
Net Loss $(99,493) $(157,501)
Changes in net assets and liabilities:        
Decrease in prepaid expenses  -   15,000 
Increase in accrued expenses and accrued interest  7,771   7,329 
Cash used in operating activities:  (91,722)  (135,172)
Cash flows from financing activities:        
Proceeds from issuance of common stock  20,000   70,000 
Proceeds from related party loans  92,500   85,600 
Repayment of related party loans  (20,000)  (17,880)
Cash provided by financing activities  92,500   137,720 
         
Change in cash  778   2,548 
Cash-beginning of period  9,248   6,700 
Cash-end of period $10,026  $9,248 
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 

The accompanying notes to the consolidated financial statements are an integral part of these financial statements

21

BORROWMONEY.COM, INC.

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2017 and 20162020

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

On April 28, 2015, Horizon Group Holding, Inc., a Florida corporation, entered into a Share Exchange Agreement (the “Agreement”) with BorrowMoney.com Inc., a New York Corporation (“BMNY”) pursuant to which BorrowMoney.com Inc., would become a wholly-owned subsidiary of Horizon Group Holding, Inc. The share exchange was accounted for as a reverse acquisition with BorrowMoney.com Inc., being treated as the acquiring company for accounting purposes. Pursuant to the agreement, the Horizon Group Holding changed its name to BorrowMoney.com, Inc. (BMFL).

 

In connection with the Agreement, the Company acquired 100% of the issued shares of BMNY, Inc., in a share exchange where 10,000 shares of the Company were issued to the shareholdersstockholders of BMNY in exchange for each share of BMNY for a total issuance of 20,000,000 common shares.

 

BMNY, a wholly-owned subsidiary of the Company as a result of the Agreement, was incorporated under the laws of the state of New York on August 9, 2010.

 

BorrowMoney.com, Inc.’s objective is to provide (the “Company”) provides an internet basedinternet-based platform that can match prospective borrowers with mortgage and loan providers with prospective borrowers. The Company will offer to borrowers “screened lenders” and ensure the lenders trustworthiness and legitimacy. The Company intends to provide institutional lenders with innovative digital solutions by offering technologically advanced gathered leads through an exclusive proprietary platform. Planned principal operations have not yet commenced.providers.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation-presentation - The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S.GAAP”U.S. GAAP”).

 

The share exchange was accounted for as a reverse acquisition and recapitalization and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of BorrowMoney.com Inc., the New York corporation (“BMNY”) (the accounting acquirer), with the assets and liabilities, and revenue and expenses, of the Company being included effective from the date of the Merger. As the Merger was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The historical financial statements for periods prior to the Merger are those of BorrowMoney.com Inc., a New York corporation (“BMNY”, “we”, “our”, the “Company”), except that the equity section and earnings per share have been retroactively restated to reflect the recapitalization. Also in conjunction with the merger the Company changed its fiscal year to August 31 in order to conform to the BMNY year end. According, these financial statements reflect the results of operations and cash flows of BMNY for the years ended August 31, 2017 and 2016.

Going Concern

concern - The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has earned limited$2,097 revenue since inception, and lacks a significant operational history. These matters, among others, raise substantial doubt about our ability to continue as a going concern.for the years ended August 31, 2020.

 

While the Company is attempting to commence operations and generate sufficient revenues, its cash position may not be significant enough to support daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues.

22

 

Principles of consolidation-The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated.

 

Use of estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.

Risks and uncertainties- The Company intends to operate in a highly competitive industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with an emerging business, including the potential risk of business failure.

 

Cash and Cash Equivalentscash equivalents -For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents at August 31, 2017 or August 31, 2016.2020.

 

Concentrations of credit risk- Accounts which potentially subject the Company to concentrations of credit risk consist of cash, cash and cash equivalents. The Company considers all highly liquid instruments with an original purchased maturity of three months or less to be cash equivalents. The Company maintains its cash and equivalents at insured financial institutions. The balances of which, at times may exceed the FDIC insured limits. Management believes the risk of loss is minimal.

 

Fair value of financial instruments- The Company’s financial instruments consist of cash and notes payable. Management estimates that the fair value of the notes payable does not differ materially from the aggregate carrying value of these financial instruments recorded (at cost) in the accompanying balance sheets. We have financial assets and liabilities, not required to be measured at fair value on a recurring basis, which primarily consist of cash, payables, and debt. The carrying value of cash and payables, approximate their fair values due to their short-term nature. Considerable judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

 

Fair value measurements- The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

 

The three levels of inputs which prioritize the inputs used in measuring fair value are:

 

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2: Inputs to the valuation methodology include:

 

 Quoted prices for similar assets or liabilities in active markets;
 
Quoted prices for identical or similar assets or liabilities in inactive markets;
 Inputs other than quoted prices that are observable for the asset or liability;
and
 Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

23

 

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The assets or liability’sliabilities fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal years ended August 31, 2017 and August 31, 20162020 there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

 

20

Revenue recognition - In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015- 14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The following table summarizes assets and liabilities remeasured at fair value on a recurring basisFASB also agreed to allow entities to choose to adopt the standard as of August 31, 2017 and August 31, 2016:the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the registrant has made when applying the guidance. We adopted the new standard effective September 1, 2018 using the modified retrospective method.

Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services.

Revenue is recognized based on the following five step model:

 

 August 31, 2017Identification of the contract with a customer
Description of assets:Level 1Level 2Level 3Total
None$-$-$-$-
Description of liabilities:
None$-$-$-$-

 Identification of the performance obligations in the contract
 August 31, 2016Determination of the transaction price
DescriptionAllocation of assets:the transaction price to the performance obligations in the contract
 Level 1Level 2Level 3Total
None$-$-$-$-
DescriptionRecognition of liabilities:
None$-$-$-$-revenue when, or as, the Company satisfies a performance obligation

.

Revenue recognition –The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been providedCosts to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of its fees is reasonably assured. Our advertising rates are based on pay-per-click, ad display, or flat rate pay-per-click and ad display. We only charge when a prospective customer visits the site and the ad is displayed or clicked on the viewing page. Advertising prices on the Borrowmoney site start at a minimum of 200 to 4999 clicks and is $0.24 per click. Advertising charges for a per-ad exposure starts at a minimum of 10,000 and is $00.2 per exposure. During 2016 we sold one national ad for one month for $2,640 as a flat fee subject to a discount of 25% for a net of $1,980. The revenue was recognized in the month the advertising was run.Obtain Customer Contracts

 

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit. We have separate packages to fit budgetdetermined the period of benefit by taking into consideration the length of our customer contracts, our technology lifecycle, and needs. Packages vary from Pay-As-You-Go, Pay-Per-Use, Flat Rate or Termed contracts. Flat rate monthly charges are based on size of ad banners, Tier and page position as follows:

-tier 5 $100, dollars
-tier 4 $200, dollars
-tier 3 $500, dollars
-tier 2 $750, dollars
-tier 1 $1,500 dollars

24

We have a limited number of customers and service providers that exposes us to concentrations in the volume of business transacted. A summary of concentrationsother factors. Amortization expense is recorded in sales and transaction with service providers for the year ended August 31, 2017 is as follows:marketing expense within our statement of operations. Historically we have not incurred incremental cost to acquire customer contracts.

  Customer 
  A  B  C 
Sales  33%  33%  30%
Service Providers  16%  10%  - 

 

Stock-based awards -The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-dategrant- date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal years ended August 31, 20172020 and 20162019 no awards were granted.

 

Income taxes -The Company accounts for deferred income taxes on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will not be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of August 31, 2017, August 31, 2016,2020 the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority.

 

The Company’s evaluation of tax positions was performed for those tax years which remain open to audit. The Company may, from time to time, be assessed interest or penalties by the taxing authorities, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company is assessed interest and/or penalties, such amounts will be classified as income tax expense in the financial statements.

 

Basic and Diluted Net income (loss)loss per share- The basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of August 31, 2017 and 2016 there were no shares of potentially dilutive securities outstanding.2020.

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Related Party Transactionsparty transactions-The Company follows ASC 850,Related Party Disclosures,for the identification of related parties and disclosure of related party transactions.

 

Recently issued accounting pronouncements –In May 2014,The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09,Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the registrant has made when applying the guidance. We will be adopting the new standard effective January 1, 2018.

The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of finalizing our analysis of the impact this guidance will have on ouraccompanying consolidated financial statements, related disclosures, and our internal controls over financial reporting. We do not expect the impact of adoption to be material.statements.

Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheet. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, all deferred tax assets and liabilities will be required to be classified as noncurrent.

The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods (i.e., in the first quarter of 2017 for calendar year-end companies).Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period.

The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The adoption of this ASU did not have a significant impact on the consolidated financial statements.

Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.

Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments also simplify two areas specific to private companies.

For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period periods (i.e., in the first quarter of 2017 for calendar year-end companies). The adoption of this ASU did not have a significant impact on the consolidated financial statements

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NOTE 3 - RELATED PARTY TRANSACTIONS

 

Related party debt consists of the following as of August 31, 2017 and August 31, 2016, respectively:2020.

 

  August 31, 2017  August 31, 2016 
       
1 note payable to related parties bearing interest at 4%        
Balance at beginning of year $167,720  $100,000 
Advances received  92,500   85,600 
Payments made  (20,000)  (17,880)
Balance at end of period  240,220   167,720 
Less current portion  -   (167,720)
Due after one year $240,220  $- 
  Year Ended 
  August 31, 2020 
Note payable to related party bearing interest at 8% $491,747 
Less current portion  (491,747)
Due after one year $- 

 

The due date of the note was extended to March 31, 2019. All other terms remain unchanged. The Company analyzed the extension under debt modification and concluded that it was not substantial. In connection with the note the Company has an accrued interest obligation as of August 31, 2017 and August 31, 2016 of $17,496 and $9,725, respectively. As of August 31, 2017and August 31, 2016 the current principal balance is $240,220 and $167,720, respectively for the above note.

The Company utilizes approximately 1,800 square feet of office space in Brooklyn, NY. The space is owned by the President and is provided without charge to the company.

E-Wiz solutions, LLC has billed and been paid $17,590 for web design work for the year ended August 31, 2017. The CEO of E-Wiz solutions, LLC is a director of BorrowMoney.

NOTE 4 – PREFERRED AND COMMON STOCK

Current Authorization

We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock and 20,000,000 shares of preferred stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. No preferred shares have been issued.

Stock issued for cash- In June, 2017 we issued 20,000 shares of our common stock for cash of $20,000. All shares were issued to unrelated parties. In September and October, 2015 we issued 120,000 shares of our common stock for cash of $60,000 and 10,000 shares for $10,000. All shares were issued to unrelated parties.

NOTE 5 - INCOME TAXES

The Company has approximately $484,000 as of August 31, 2017 in available net operating loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2037. The Company has adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s estimate of the probability of the realization of these tax benefits. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against our entire net deferred tax asset of approximately $185,700.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

 2722 

The Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, the Company measures the tax position to determine the amount to recognize in the financial statements. The Company performed a review of its material tax positions in accordance with these recognition and measurement standards. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are not material amounts of unrecognized tax benefits.

Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the current and deferred provision at August 31, 2017 and August 31, 2016 were as follows:

  Aug 31, 2017  Aug 31, 2016 
Following is a summary of the components giving rise to the tax provision.        
Currently payable:        
Federal $-  $- 
State  -   - 
Total currently payable  -   - 
         
Increase in Deferred:        
Federal  31,400   49,430 
State  4,860   7,650 
Total deferred  36,260   57,080 
Less increase in allowance  (36,260)  (57,080)
Net deferred  -   - 
Total income tax provision (benefit) $-  $- 

  Aug 31, 2017  Aug 31, 2016 
Individual components giving rise to the deferred tax assets are as follows::        
Future tax benefit arising from net operating loss carryovers $180,600  $147,300 
Future tax benefits arising from future deductible expenses  5,100   2,200 
Total $185,700  $149,500 
Less valuation allowance  (185,700)  (149,500)
Net deferred $-  $- 

The Company files income tax returns in the U.S. federal jurisdiction and two state jurisdictions. The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before August 31, 2013.

 

NOTE 64 – SUBSEQUENT EVENTS

 

In accordance with ASC 855 Company management reviewed all material events through the date of this report. Subsequent to August 31, 2017 to2020 the dateCompany sold 5,000 shares of this report, a related party advanced $40,000 under the termscommon stock for $1 per share. Proceeds of the note described in Note 3 above.$5,000 have been received.

 

On October 11, 2017In August 2020, the Company entered intocompany issued a Marketing Agreement withMarketing 360, a nationwide internet marketing firm. Marketing 360 will be providing services including, but not limited to: On-Demand Creative Services Natural Listing Ads®, Top Placement Ads®, Retargeting Ads™ Social Targeting Ads™,Email Marketing 360®,SMS Marketing 360® (US Only), Digital Marketing Analytics, Call Tracking and CRM. The contract calls for monthly payments, as set forth in the agreement, with the optionfive to terminate the agreement with required notice.one stock split.

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Item 9. Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure

 

There were no disagreements related to

On November 18, 2020, the Company, with the recommendation and approval of the Board of Directors of the Company, engaged RICHARD H. MORAN. CPA, P.A, as its independent registered public accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.firm.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedure.

 

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including the Company’s Principal Executive Officer/Principal Financial Officer (our principal executive officer and principal financial officer), to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Aldo Piscitello, who is the Company’s Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer/Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, not effective, as the companyCompany still lacks segregation of duties as of the period covered.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
   
 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the companyCompany are being made only in accordance with authorizations of our management and directors; and
   
 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Management assessed the effectiveness of our internal control over financial reporting as of August 31, 2017.2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of August 31, 20172020, due to the existence of the material weaknesses as of August 31, 2017,2020, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

 

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 Because of our company’sthe Company’s limited resources, there are limited controls over information processing.
   
 There is an inadequate segregation of duties consistent with control objectives. Our company’s management is composed of only one person, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of dutyduties is feasible.
   
 Our Company does not have a formal audit committee with a financial expert, and thus our company lacks the board oversight role within the financial reporting process.
   
 There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. Our company utilizes a third partythird-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third partythird-party independent contractor is not involved in the day to dayday-to-day operations of our company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for our company’s business operations.

 

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

This Annual Report on Form 10-K does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting due to permanent exemptions for smaller reporting companiescompanies.

 

Changes in Internal Controls over Financial Reporting

 

In connection with the evaluation of the Company’s internal controls during the fiscal year ended on August 31 2017, Aldo Piscitello, who is both the Company’s Principal Executive Officer and Principal Financial Officer has determined that thereThere were no changes to the Company’s internal controls over financial reporting during the quarter ended August 31, 2020, that have been materially affected, or isare reasonably likely to materially effect, the Company’s internal controls over financial reporting.

 

Item 9B. Other Information

None.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our boardBoard of directorsDirectors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

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Name Age Title Held Position Since
Aldo Piscitello 6365 Director August, 2010
Andrew Trumbach 
Rosario Allen Moschitto4259 Director October 6, 2015August, 2020
Svetlana Coliban 
Frank A. Micali4230 Director October 6, 2015November 2018
William Coburn22DirectorJune 1998
Robert Carrington49DirectorJuly 2019

 

The name, age and position of our significant employeesofficer(s) are set forth below:

 

Name Age Title Held Position Since
Aldo Piscitello 6365 President/EO/Director/CEO/Secretary/Treasurer August, 2010
Andrew Trumbach59CFOAugust 2020

The following information sets forth the backgrounds and business experience of our Directors and executive Officers, and significant employees.officers.

 

Bios of Officers and Directors

 

Aldo Piscitello - Aldo Piscitello is Director, Chief Executive Officer,– President, CEO, Secretary, Treasurer and President. Chairman

Mr. Piscitello has served as a Director, Chief Executive Officer and President since he founded the Company in 2010. In his capacity as Chief Executive Officer, he has spearheaded the development of the Company’s products and information delivery systems, including procuring the Company’s most valuable asset, the name BorrowMoney.com. Prior to his involvement in the Company, Mr. Piscitello operated an interior design business, which enabled him to have sufficient funds to open and operate One Stop Auto Center in New York in 1979, which he ran until he sold the business in 1987. He then started and built Navistar Beer Distribution, Inc. which was sold in 2000. Mr. Piscitello also founded A to Z Auto and Tire Center in 1987, which was sold in 2009. In 2010, Mr. Piscitello began the development of BorrowMoney.com, Inc. which he now devotes all of his time and energies.energies to. Among his responsibilities were the securing of the name, developing the program and platform the companyCompany is using, marketing the products and services to the industry and seeing to the everyday operation of the business.

Director Qualifications:

The Board of Directors believes that Mr. Piscitello is highly qualified to serve as a director of the Company due to his past experience operating companies.

Dr. Andrew Trumbach – Director

 

Rosario Allen Moschitto –Rosario Allen Moschitto isDr. Andrew E. Trumbach was the CFO of a Director.family-owned portfolio of companies from 2008 to 2019 that owned and operated one of the largest perfume distribution business, owned over 45 retail perfume stores, and acquired and managed a large multinational company operating airline, cruise, and a retail duty-free and duty paid concessions located in cruise, airport and border locations worldwide using a proprietary cutting-edge technology developed in-house. Prior to 2008, Dr. Trumbach spent 14 years as the CFO/CIO and Sr VP of a family-owned holding and investment company that included a portfolio that consisted of commercial, industrial and residential real estate holdings, mining operations, outdoor advertising, publishing, polling, water, and sewer utility, mobile home parks, data centers, and cemeteries. Prior to moving to industry, Dr. Trumbach spent three years working in an international accounting firm and five years in a regional firm working in public accounting in both Belize and the United States.

He receivedwas also the President and co-founder of Onebin.com, an internet-based logistics company operating with offices in 27 countries and the President and founder of American Document Management, Inc, DBA SecureDoc, a Master of Science degree in Computer Engineering from Manhattan College, Riverdale, NY in December 1997. He receiveddocument management software integrator and reseller.

In addition to a Bachelor of Science degree in Electrical Engineering from Manhattan College, Riverdale, NYAccounting and a Master of Business Administration degree, Dr. Trumbach has earned Doctorate degrees in May 1995.both Information Technology Management and Accounting. He has undertaken numerous consulting projects for major companies in the United States and the Caribbean.

Dr. Trumbach was a part-time Professor at Nova Southeastern University certified to teach accounting and information systems classes. His workareas of research shown below are in real estate, management and accounting information systems, and small business governance. Dr. Trumbach has been published extensively with his most recent works including publishing with a group of researchers in universities across the United States, Latin America, Asia, and Europe about people’s values in various countries and their natural tendencies regarding stress in the Telecommunication Industry”. He has presented various seminars on “Best Practices: Disaster Planning and Recovery.”

Dr. Trumbach is a highly experienced accounting and information systems professional whose real estate leadership and experience includes: serving as Founder, President, and Chief Executive Officerearned him a reputation for excellence in the Florida real estate market. As it pertains to Belize specifically, he was also the Keynote Speaker at the Association of E-Wiz Solutions Inc., Bronxville, NY from June 2003 to present, serving atReal Estate Brokers of Belize First Annual General Meeting. He holds a Product Manager for Telrad Connegy (Congruency) Inc., Woodbury, NT from May 2003 to June 2003, servingcurrent license as a Senior Software Engineer at ComverseFlorida real estate broker and was a Florida real estate instructor. Dr. Trumbach was a past Director and Board Member of the Florida Realtors Association, a member of the Florida International Real Estate Council and also a member of the International Counsel Greater Fort Lauderdale Board of Realtors, a member of International Operations Committee, Florida Real Estate Association, Tallahassee, Fl, a past member of the Professional Education Committee, Florida Real Estate Association, Tallahassee, Fl, and a member of the Technology Inc., New York, NY from July 1998Committee, Florida Real Estate Association Tallahassee, Fl. Dr. Trumbach was also a past member of the City of Coral Springs Member of the Financial Advisory Committee, Coral Springs, Florida.

.

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Director Qualifications:

The Board of Directors believes that Dr. Trumbach is highly qualified to May 2000, servingserve as a Software Engineer for Geotek Communications, Montvale, NY from May 1997director of the Company due to July 1998, serving as a Software Developer – Contract from October 1996 to February 1997,his experience, qualification, and serving as a Field Engineer at Westfalia Separators Inc., Northvale, NJ from November 1995 to September 1996.credentials.

 

Frank A. Micali Svetlana Coliban DirectorFrank A. Micali

Miss Coliban was immediately recruited by Gallerie Diurne in Paris after graduation, to be in charge of international business development, based in Paris, then in New York. While in New York she managed and coordinated all international business development, sales, marketing, identification and research of potential leads and opportunities, appointments with new and existing clients, including trade shows, exhibitions, and Dealing with a diverse range of clients in the private and public sector. Miss Coliban’s one of many personal skills are the ability of Fluent English, French, Russian and Romanian Bilingual, which enhance her work experience including processing good team spirit, deadline oriented and having the ability to succeed in demand sales environment. She is committed to liaison to the host of user group of Borrowmoney.com, Inc. board of directors, this involves participating in all of the board meetings, planning the conference and ensuring they work closely together to best serve all of our users. When not working at the Company, Miss Coliban is a Director. HeProject Manager (since 2019) at Modis, part of Adecco Group, where she manages and delivers CRM and CX transformation projects at clients, in an Agile mode. Projects vary from strategic discoveries to CRM implementations (with Salesforce as enabling technology). Miss Coliban drives high performance from people while fostering collaboration across businesses and borders in order to meet the clients’ and Modis’s key objectives. She leads by example and develop high-performing people and teams by challenging, supporting and continuously coaching them. Last and not the least, she acts as an entrepreneur and contributes to the growth of our business. Miss Coliban holds a BA in economics & management at Paris 8 University of France, a master’s degree in Communication and Marketing and a master’s degree in international business developmental at Pole Paris Alternance Business School of France. Miss Coliban also obtained a Salesforce Certified Administrator certification.

Director Qualifications:

The Board of Directors believes that Miss Coliban is highly qualified to serve as a director of the Company due to her past experience and educational background.

William Coburn – Director

William is a graduate from St John’s University. Mr. Micali becameconscious co-creator on a Branch Manager responsible for supervising over 15 loan Officers at Citi Bank.mission to unite humanity to solve the world’s greatest problems, become a multi-planetary species and ascend the collective consciousness. He has been employedinvolved in entrepreneurial projects since he was in middle school helping his mother with City Banka Non-profit that provides a SaaS for consumers to choose the non-profit of choice on a company’s website after purchasing their product and/or service. William’s conscious acumen for collaboration and disruptive change propelled him into a technology consulting firm called Varfaj Partners in January of 2019 started by his dear friend and high-school classmate. He took a leave of absence from Wesleyan University to pursue the venture where he consulted small/medium businesses and entrepreneurs on ways to adapt to the unseen abundance of information technology. In late August of 2019, he became involved with a start-up called Face Trace, leveraging augmented reality technology where he helped with the literature for the preliminary Pitch Deck and connected with a developer for a presentable beta-version in investor meetings. His passion for exponential change brought him to Singularity University where he began studying exponential technologies, which lead to him leaving Varfaj Partners and taking a new position as the CEO of a Think Tank of forward thinkers called Transdisciplinary Agora For Future Discussions (TAFFD’s) founded in January 2019. He was the publisher and contributing editor of the first edition of a Transhumanist Magazine published in February of 2020. William helped organize and was a speaker at TAFFD’s Virtual International Conference on Future Africa: Sustaining the Source with the theme: “Compliance to Global Sustainability.” William’s many endeavors brought him to Fort Lauderdale to explore new horizons. He decided to step down as CEO of TAFFD’s to Honorary Member so he could investigate more into the new age consciousness ideas/movements that he can bring forward to the world. Upon his resignation, he united with his neighbor, Aldo Piscitello and learned about what he had created with BorrowMoney Inc., immediately saw the potential to help humanity bring about exponential change with a powerful lending marketplace solution.

Director Qualifications:

The Board of Directors believes that Mr. Coburn is highly qualified to serve as a loan officerdirector of the Company due to his past management experiences.

Robert Carrington - Director

Mr. Carrington has served as a Market Executive Manager since 2018 at Investors Bank where he manages retail banking operations for the last five (5) years.North Jersey market. From 2016 to 2019, he served as a director of retail banking for North Jersey Federal Credit Union. From 2012 to 2016, he served as a Director of Retail Banking for the Bank of Bahrain and Kuwait.

Director Qualifications:

The Board of Directors believes that Mr. Carrington is highly qualified to serve as a director of the Company due to his banking experience.

 

Employment Agreements

 

We have no formal employment agreements with any of our directors or officers.

 

Family Relationships

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 

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Term of officeOffice

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting ofby the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Officers hold their positions at the will of the Board of Directors.

 

No Involvement in certain legal proceedingsBoard Leadership Structure

 

DuringOur Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer (“CEO”), Mr. Piscitello. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. Mr. Piscitello possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors’ time and attention are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, particularly during periods of turbulent economic and industry conditions.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risks throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

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Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

Other Directorships

No director of the Company is also a director of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers were involved in any of the following during the past ten years, none of our Officers or Directors has been the subject of the following events:

1. Ayears: (1) any bankruptcy petition under the Federal bankruptcy laws or any state insolvency law was filed by or against or a receiver, fiscal agent or similar officer was appointed by a court for theany business or property of which such person or any partnership in which he was a general partner or executive officer either at the time of the bankruptcy or within two years before the time of such filing, orprior to that time; (2) any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Convictedconviction in a criminal proceeding or isbeing a named subject ofto a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. The (3) being subject ofto any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, him from, or otherwise limiting, the following activities;

(i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii)Engaging in any type of business practice; or
(iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engagehis involvement in any activity described in paragraph 3.i in the preceding paragraphtype of business, securities or to be associated with persons engaged in any such activity;

5. Wasbanking activities; (4) being found by a court of competent jurisdiction in(in a civil actionaction), the SEC or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Was found by a court of competent jurisdiction in a civil action or by the CommodityCommodities Futures Trading Commission to have violated any Federala federal or state securities or commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Was(5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

32

(i)Any Federal or State securities or commodities law or regulation; or
(ii)Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
(iii)Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Wasof (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a membermember.

 

Compliance with Section 16(A)Committees of the Securities Exchange Act of 1934Board

 

Section 16(a)Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by our Board of Directors.

Stockholder Communications with the Board

A stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary, 512 Bayshore Drive, Fort Lauderdale, Florida, 33304, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct and strives to be compliant with applicable governmental laws, rules and regulations.

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the Securities Exchange Actannual audit of 1934, as amended, requires our executive officersthe Company’s financial statements and directorsother services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and persons who own more than 10% of a registered classpolicies.

Director Independence

We are not required to have independent members of our equity securities to file with the SEC initial statementsBoard of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.Directors.

 

Based solely on our review of the copies of such forms received by our company,As described above, we do not currently have a separately designated audit, nominating or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended June 30, 2017, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.compensation committee.

 

Code of Ethics

 

We have not adopted a CodeOur code of Business Conductbusiness conduct and Ethics.ethics, which applies to all employees, including all executive officers and senior financial officers and directors, is posted on our website at https://www.borrowmoney.com/investor-relations. on our website.

 

Board and Committee Meetings

 

Our boardBoard of directorsDirectors held no formal meetings during the year ended June 30, 2016.August 31, 2019. All proceedings of the boardBoard of directorsDirectors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Colorado Revised Statutesapplicable and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Nomination Process

 

As of August 31, 20172020, we did not effectaffect any material changes to the procedures by which our shareholdersstockholders may recommend nominees to our boardBoard of directors.Directors. Our boardBoard of directorsDirectors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders.stockholders. Our boardBoard of directorsDirectors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our boardBoard of directors.Directors. If shareholdersstockholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

33

Audit Committee Financial Expert

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

 

Item 11. Executive Compensation

 

Summary Compensation Table

 

The following table below summarizessets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation awardedlevel; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to earned by, or paidtwo additional individuals for whom disclosure would have been provided pursuant to our named executive Officersparagraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal years ended August 31, 2017 and 2016:year (collectively, the “Named Executive Officers”).

 

Summary Compensation TableTable*

 

Name and Principal Position (a) Year 2017 and 2016  Salary ($)  Bonus ($)  Stock Awards ($)  Option Awards ($)  All Other Compensation ($)  Total ($) 
Aldo Piscitello – Director, Chief Executive Officer, Secretary, Treasurer, and President  -2020   -   -   -   -   -   - 
Rosario Allen Moschitto - Director  -------
Frank A. Micali - Director-2019   -   -   -   -   -   - 

* Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. There have been no changes in the Company’s compensation policies since August 31, 2020.

Compensation Discussion and Analysis/Employment and Other Agreements

 

Our directors and executive officers received no compensation as offor services rendered to the Company during the fiscal year ended August 31, 20172020 and 2016.2019.

 

Stock Option Grants

 

To date, we have not granted any stock options to any officer or director or any other employee. We have not adopted any stock option or any other similar compensation plan.

 

Director Compensation

 

During 2017,2019, Directors were entitled to reimbursement for expenses in attending meetings but received no other compensation for services as Directors. Directors who were employees were entitled to receive compensation for services other than as director. No compensation has been paid to Directors for services. There were no formal or informal arrangements or agreements to compensate Directors for services provided as a director during 2017.2019.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharingprofit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the boardBoard of directorsDirectors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

34

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth,presents certain information regarding the beneficial ownership of all shares of common stock as of this Prospectus, the names, addresses, amount and nature of beneficial ownership and percent of such ownership of our common stock of each of our Officers and Directors, our Officers and Directors as a group, andNovember 30, 2020 by (i) each person or group known to our Company to be the beneficial owner ofwho owns beneficially more than five percent (5%) of ourthe outstanding shares of common stock:

Security Ownership of Management

Name and Address (1)Amount and Nature
of Beneficial Ownership (2)
% Owned (1)
Aldo Piscitello
9935 Shore Road Unit 6-C
Brooklyn, New York 11209
1-212-265-2525
20,000,000 common shares90,608%

(1) The percent of class isstock based on 22,073,000109,165,000 shares of our common stock issued and outstanding as of August 31, 2017.November 30, 2020, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group. Except as otherwise indicated, all shares are owned directly.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of November 30, 2020, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 512 Bayshore Drive, Fort Lauderdale, Florida, 33304.

Name 

Number of Common

Stock Shares

Beneficially Owned

  

Percent of

Common Stock

 
       
Aldo Piscitello  20,000,000   91.65%
Andrew Trumbach  -   - 
Svetlana Coliban  -   - 
Robert Carrington  -   - 
William Coburn   -   - 
All of the officers and directors as a group (6 persons)  20,000,000   91.65%

 

Change in Control Arrangements

 

We are not aware of any arrangements that could result in a change of control

Stock Incentive Plans

To date, the Company has not adopted any stock incentive or equity incentive plans.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Since inception,Except as disclosed below, there have been no founder has received anythingtransactions since September 1, 2017, and there is not currently any proposed transaction, in which the Company was or is to be a participant, where the amount involved exceeds the lesser of value from$120,000 or one percent of the average of the Company’s total assets at year end, for the last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our Company and no founder is entitled to receive anythingoutstanding voting shares, nor any member of value from our Company for services provided asthe above referenced individual’s immediate family, had or will have a founder.direct or indirect material interest.

 

Since August 31, 2014 we have been involved in the following transactions with related persons, and we believe these transactions occurred on terms as favorable to us as could have been obtained from unrelated third parties.

OurThe principal shareholderstockholder and President has lent fundshave funded the company via loans from time to the Company, astime. As of August 31, 2017, in2020, the total amount of $240,220such lending was $491,747. Such amount was memorialized as a note payable by the Company with interest at the rate of four (4%) per annum.annum, which is payable on demand. The terms have been increased effective September 1, 2019 to 8%. In connection with the note the Company has an accrued interest obligation as of August 31, 2017, and August 31, 20162020 of $17,496 and; $9,725 respectively. The Company borrowed $40,000 from our principal and President subsequent to August 31, 2017.$81,797.

 

E-Wiz solutions, LLC has billedReview, Approval and been paid $17,590Ratification of Related Party Transactions

Given our small size and $42,220 for web design worklimited financial resources, we have not adopted formal policies and procedures for the fiscal year ended August 31, 2017review, approval or ratification of transactions, such as those described above, with our executive officers, directors and 2016, respectively. The CEOsignificant stockholders. However, all of which isthe transactions described above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our Board of Directors took into account various factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors. On a directormoving forward basis, our Board of BorrowMoney.Directors will continue to approve any related party transaction based on the criteria set forth above.

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended August 31, 20172020 and for fiscal year ended August 31, 2016 for professional services rendered by the principal accountant2019 for the audit of our annual financial statements and review of the financial statements included in our quarterly reportsQuarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods wereare as follows:

 

 Richard H Moran CPA, P.A.
  
 Year Ended August 31,
 August 31, 2017 August 31, 2016  2020
Audit Fees $24,000  $10,000  $8,000 
Audit Related Fees  Nil   Nil 
Tax Fees  Nil   Nil   1,200 
All Other Fees  Nil   Nil 
Total $  $  $9,200 

 

Our boardBoard of directorsDirectors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the boardBoard of directorsDirectors either before or after the respective services were rendered.

 

Our boardBoard of directorsDirectors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a)Financial Statements

See the Exhibit Index following the signature page to this Annual Report on Form 10-K for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

(1)Financial statements for our company are listed in the index under Item 8 of this document.
(2)All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)Exhibits

31.1Certification of Chief Executive Officer
31.2Certification of Chief Financial Officer
32.1Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

 

Item 16. Form 10-K Summary

None.

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SIGNATURES

 

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

 

 BorrowMoney.com, Inc.
 a Florida corporation
  
Dated: November 28, 2017December 1, 2020By:/s/ Aldo Piscitello
  Aldo Piscitello
  

President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and Chairman of Board of Directors

(Principal Executive, Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities and on the dates indicated.

 

By:/s/ Aldo Piscitello 
ALDO PISCITELLO
President, Chief Executive Officer, ChiefDecember 1, 2020
Aldo PiscitelloFinancial Officer, Principal Accounting Officer, Secretary, Treasurer, and Chairman of Board of Directors (Principal Executive, Financial and Accounting Officer) 
   
By:/s/ Rosario Allen MoschittoAndrew. Trumbach
ROSARIO ALLEN MOSCHITTO
 Director December 1, 2020
Andrew Trumbach   
By:/s/ Frank A. Micali 
/s/ Svetlana ColibanFRANK A. MICALIDirectorDecember 1, 2020
Svetlana Coliban 
/s/ William Coburn DirectorDecember 1, 2020
William Coburn
/s/ Robert CarringtonDirectorDecember 1, 2020
Robert Carrington 

 

EXHIBIT INDEX

Exhibit

Number

   

Filed or

Furnished

Herewith

 Form Exhibit Number File No.
3.1 Articles of Incorporation of Sports.Com, Inc.   S-1/A 3.1 333-208854
3.2 Articles of Amendment to Articles of Incorporation changing the name of the Company to Lumigene Corporation   S-1/A 3.2 333-208854
3.3 Articles of Amendment to Articles of Incorporation changing the name of the Company to IBMS, Inc.   S-1/A 3.4 333-208854
3.4 Articles of Amendment to Articles of Incorporation changing the name of the Company to Horizon Group Holdings, Inc.   S-1/A 3.3 333-208854
2.5 Articles of Amendment to Articles of Incorporation changing the name of the Company to BorrowMoney.com, Inc.   S-1/A 3.5 333-208854
2.6 Amended Bylaws   S-1/A 3.6 333-208854
10.1 Line of Credit Promissory Note in the amount of $500,000 payable to Aldo Piscitello dated March 21, 2013   S-1/A 10.1 333-208854
10.2 Written Description by E-Wiz Solutions, Inc.   S-1/A 10.2 333-208854
10.3 Demand Note payable to Aldo Piscitello dated March 1, 2017   S-1/A 10.3 333-208854
10.4* Form of Service Warrants (July 2019) X      
10.5* Form of Subscription Agreement (September 2019) X      
14.1* Code of Ethics X      
21.1 Subsidiaries   S-1/A 21.1 333-208854
31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act* X      
32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** X      
101.INS XBRL Instance Document X      
101.SCH XBRL Taxonomy Extension Schema Document X      
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X      
101.DEF XBRL Taxonomy Extension Definition Linkbase Document X      
101.LAB XBRL Taxonomy Extension Label Linkbase Document X      
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X      

* Filed herewith.

** Furnished herewith.

*** Indicates management contract or compensatory plan or arrangement.

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