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EX-32.2 - BorrowMoney.com, Inc.ex32-2.htm
EX-32.1 - BorrowMoney.com, Inc.ex32-1.htm
EX-31.2 - BorrowMoney.com, Inc.ex31-2.htm
EX-31.1 - BorrowMoney.com, Inc.ex31-1.htm

 

 

 

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, 2018

 

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   7389   65-0981503

(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

1-212-265-2525

(Address, including zip code, and telephone number,

Including area code, of Registrant’s principal executive offices)

 

Agent for Service:

ANGELA PISCITELLO

512 Bayshore Drive.

Ft. Lauderdale, Florida 33304

(212) 265-2525

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(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 [  ] 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 [  ]

 

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 [  ] 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 definitions of “large accelerated filer,” “accelerated filer,” “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 [  ] 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, 2018 is unknown as there is no market for the Registrant’s stock.

 

The total number of shares of common stock, par value $.01 per share, outstanding as of November 9, 2018 was 21,823,000. The Registrant has no other class of common stock outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

Item 1. Business 4
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Mine Safety Disclosures 10
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10
Item 6. Selected Financial Data 12
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 28
Item 9A. Controls and Procedures 28
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance 30
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 34
Item 13. Certain Relationships and Related Transactions, and Director Independence 34
Item 14. Principal Accounting Fees and Services 34
Item 15. Exhibits, Financial Statement Schedules 35

 

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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, 2018 (the “Annual Report”) contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. 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.

 

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ITEM 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 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 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 lenders pay 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.

 

Evolution and Future Growth of Our Business

 

At its inception, our original business was 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 eight 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 platform 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.

 

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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 Borrowmone.com brand to effect this strategy.

 

We believe the consumer and small business financial services industry is still 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.

 

Recent Business Acquisitions

 

We are not reviewing any acquisition at the present time.

 

Products

 

We currently report our 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.

 

Mortgage and non-mortgage product revenue is as follow:

 

   For the Year Ended August 31, 
   2018   2017 
Mortgage products  $-   $- 
Non-mortgage products   -    14,936 
Total revenue  $-   $14,936 

 

BorrowMoney.com does not charge consumers or small businesses for the use of our services. Revenues from our mortgage products are mostly derived from upfront match fees paid by Network Lenders that receive a loan request, and in some cases upfront fees for clicks or call transfers. Because a given loan request form can be matched with more than one Network Lender, up to five match fees may be generated from a single consumer loan request form. Revenues from our non-mortgage products are derived from upfront match fees paid on delivery of a loan request, click or call and closed loan fees. For our product, we send click traffic to issuers and are paid per approval.

 

Mortgage Products

 

Our mortgage inquiry products category includes our purchase and refinance products.

 

We partner with lenders throughout the United States to 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 been convicted of and/or penalized for fraudulent activity.

 

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Consumers seeking mortgage loans through our loan marketplace can receive multiple conditional loan offers from participating lenders in response to a single loan request form. We refer to the process by which we match consumers and Network Lenders as the matching process. This matching process consists of the following steps:

 

  1) 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 BorroMoney.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 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.

 

Non-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 home owners 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
  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.

 

 6 
 

 

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 includes 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 includes both new loans to finance an 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 generate revenue from the deposit account product from a consumer clicking from our website through to a financial institution’s website. We 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 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 derived primarily through matching of leads to other home services lead aggregators.

 

Seasonality

 

Revenue in our lending business is 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 to 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.

 

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Competition

 

Our lending and other businesses 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 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.

 

Regulation and Legal Compliance

 

Our businesses market and provide services in heavily regulated industries through a number of different online and offline channels across the United States. As a result, we are subject to a variety of statutes, rules, regulations, policies and procedures in various jurisdictions in the United States, including:

 

  Restrictions on the manner in which consumer loans are marketed and originated, including, but not limited to, the making of 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 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;
  Restrictions 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 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);
  State 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;

 

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  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 consumers for automobile direct and indirect financing.

 

Intellectual Property

 

We believe that our 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 trademarks, trade secrets, patents and other laws, and contractual 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 seek patent protection in the United States and abroad, as appropriate.

 

Many of our 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 they are developed and used. We have 2 trademarks and service marks registered with the United States Patent and Trademark Office. These registrations can typically be renewed at 10-year intervals.

 

We reserve and register domain names when and where we deem appropriate and we currently have over 50 registered domain names. We also have agreements with third parties that provide for the licensing of patented and proprietary technology used in our business.

 

From 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 of litigation and other dispute resolution processes, such as 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 scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations.

 

Employees

 

As of August 31, 2018, we had 4 employees, of which are temporary or part-time contractors. The employees are not currently compensated but are part of a voluntary training program. None of our employees are represented under collective bargaining agreements and we consider our relations with employees and independent contractors to be good.

 

Additional 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 Securities and Exchange Commission (the “SEC”).

 

We make available, free of charge through our website, our reports on Forms 10-K, 10-Q and 8-K, our proxy statement for the annual shareholders’ meeting and beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC. Our filings with the SEC are available to the public over the Internet at the SEC’s website at www.sec.gov, or at the SEC’s public reference room located at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

 

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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, shareholders 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 insure adequate risk assessment and execution to reduce loss exposure.

 

Item 1B. Unresolved Staff Comments

 

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

 

Item 2. Properties

 

Our principal executive offices are currently located in approximately 1,500 square feet of office space in Fort Lauderdale, Florida under a month to month basis that is provided free of charge by our President. In addition, 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.

 

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 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 Public Market for Common Stock

 

There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the Over-The-Counter Market within the next quarter. However, we can provide no assurance that our shares of common stock will be traded on the Over-The-Counter Market or, if traded, that a public market will materialize.

 

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Holders of Our Common Stock

 

As of the date of this Annual Report, we had 39 shareholders of our common stock.

 

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.

 

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 plans

 

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

 

We do not have any recent sales of unregistered securities

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

On May 7, 2018 the Company repurchased 250,000 common shares for $1,000. The shares were subsequently cancelled.

 

 11 
 

 

Item 6. Selected Financial Data

 

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

 

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 require 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 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 our 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.

 

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

 

Our My 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, 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 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 effect this strategy.

 

 12 
 

 

We believe the consumer and small business financial services industry is 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.

 

BorrowMoney.com, Inc.’s main objective is to provide a service for the internet mortgage 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 monetizes customer inquiries through the use of various advertising methods. The Company sells advertising space on its website and creates revenue through the sale of advertisement space, membership fees and lead packages.

 

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, 2017, (b) in which we have total annual gross revenue of at least $1.0 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 line 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.

 

 13 
 

 

Plan of Operations

 

We expect to spend the next 12 months obtaining agreements with lenders, maintaining our Internet-based platform, and generating revenues for our marketplace services. Over 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-based loan marketplace. The budget for the next 12 months is estimated to be $73,990, which is being provided for by our founding principal and President, Aldo Piscitello. A breakdown of the estimated cost for our next 12 months of operation are as follows:

 

ACCOUNTING AND AUDIT SERVICES  $23,000 
AMAZON (AWS) WEB HOSTING SERVICE, AND MAINTENANCE   7,000 
4 EMPLOYEES BASIC EXPENSE COMMISSION BASE ON 1099   20,000 
AOL BACK UP EMAIL SERVICE   120 
E-WIZ SOLUTION, INC, IT UPDATE MAINTENANCE AND SERVICE   10,000 
GODADDY, DOMAIN NAMES HOSTING. SERVICE. AND MAINTENANCE   2,500 
GOOGLE EMAIL SERVICE   550 
LEGAL FEES   2,000 
LIVE CHAT INC , WEB SITE SERVICE   250 
MARKETING MATERIAL   5,000 
NETFLIX .COM, DOWNLOAD SERVICE   100 
OFFICE SUPPLY   1,000 
PERSOLVENT INC, CREDIT CARDS MAINTENANCE SERVICE   220 
PUBLIC STORAGE, RENT FOR COMPUTERS AND OFFICE SUPPLY   1,100 
QUICK BOOKS ONLINE ACCOUNTING SERVICE,   550 
OFFICE SPACE RENT   15,000 
TELEPHONE SERVICE,   3,800 
THE FINANCIAL SERVICE, RATES UPDATE SERVICE   600 
VSTOCK TRANSFER LLC,   1,200 
TOTAL   $ 93, 990 

 

Revenues are expected to be minimal as the volume of lender agreements during this stage of operation is expected to be low. 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 reached the breakeven point of operations. Only our contract part time employees will be compensated.

 

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

 

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.com in a convenient manner. The Company has made, and expects to continue to make, substantial investments in online and offline advertising to build its brands and drive traffic to its businesses. The cost of acquiring new customers through online and offline third-party distribution channels has increased, particularly in the case of online channels as internet commerce continues to grow and competition in the housing market increases. BorrowMoney.com expects sales and marketing expense as a percentage of revenue to continue to increase.

 

Results of Operations

 

Fiscal year ended August 31, 2018 as compared to August 31, 2017

 

The Company generated revenue of $0 and $14,936 for the years ended August 31, 2018 and 2017, respectively. We consider web service support costs provided by third parties as costs related to revenue. Such costs were $0 and $11,450 for the years ended August 31, 2018 and 2017, respectively.

 

 14 
 

 

General and administrative expenses were $90,940 and $95,047, for the years ended August 31, 2018 and 2017, respectively. The $4,107 decrease in operating expenses was due primarily to a reduction in promotional fees.

 

As a result of the foregoing, we incurred losses of $100,602 and $99,493 during the years ended August 31, 2018 and 2017, respectively.

 

The following table provides selected financial data about our Company as at August 31, 2018 and 2017.

 

   As at   As at 
Balance Sheet Date  August 31, 2018   August 31, 2017 
         
Cash  $5,132   $10,026 
Total Assets  $9,132   $10,026 
Total Liabilities  $359,924   $259,216 
Stockholders’ Deficit  $(350,792)  $(249,190)

 

As at August 31, 2018, the Company’s cash balance was $5,132 compared to $10,026 as at August 31, 2016 and our total assets at August 31, 2018 were $9,132 compared with $10,026 as at August 31, 2017.

 

As at August 31, 2018, the Company had total liabilities of $359,924 compared with total liabilities of $259,216 as at August 31, 2017. The increase in total liabilities during the year ended 2018, was mostly the result of an increase in notes, due to related party.

 

Financial Position, Liquidity and Capital Resource

 

As of August 31, 2018, all cash loaned by the Company to pay its operating and development expenses has been furnished by its founder and President, Aldo Piscitello. With this cash infusion, the Company has incurred no outstanding long-term obligations, other than the debt owed to Mr. Piscitello. Additionally, the Company anticipates offering shares of the company through a private offering of its securities to supplement its capital requirements. For the year ended August 31, 2018 the company used $93,894 in operating activities and the Company was funded by related party loans of $90,000. The cash balance at August 31, 2018 was $5,132. At August 31, 2018 we have a working capital deficiency of $20,572. The majority of interest expense of $9,662 and $7,932 for the years ended August 31, 2018 and 2017, respectively, was the result of accruals related to Mr. Piscitello’s advances.

 

Plan of Operation and Funding

 

During the next twelve months, we anticipate that our principal sources of liquidity will consist 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.

 

 15 
 

 

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.

 

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.

 

Item 8. Financial Statements and Supplementary Data

 

 16 
 

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of

BorrowMoney.com, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of BorrowMoney.com, Inc. and its subsidiary (the “Company”) as of August 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2018 and 2017, 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.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

 

Our audits included 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 regarding the amounts and disclosures in the financial statements. 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 statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since 2015.

Houston, Texas

November 9, 2018

 

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BorrowMoney.com, Inc.

Consolidated Balance Sheets

 

   August 31, 2018   August 31, 2017 
Assets          
           
Cash  $5,132   $10,026 
Prepaid expenses   4,000    - 
Total current assets   9,132    10,026 
           
Total Assets  $9,132   $10,026 
           
Liabilities and Stockholder’s Deficit          
Current liabilities:          
Accounts payable and accrued expenses  $2,599   $1,500 
Accrued interest   27,105    17,496 
Total current liabilities   29,704    18,996 
           
Long term debt          
Notes payable-related party   330,220    240,220 
Total liabilities   359,924    259,216 
           
Stockholders’ deficit:          
Preferred stock 20,000,000 shares authorized $0.0001 par value none issued and outstanding at August 31, 2018 and 2017   -    - 
Common stock-100,000,000 shares authorized $0.0001 par value issued and outstanding common shares at August 31, 2018 and 2017 were 21,823,000 and 22,073,000, respectively   2,182    2,207 
Additional paid-in capital   237,818    238,793 
Accumulated deficit   (590,792)   (490,190)
Total stockholders’ deficit   (350,792)   (249,190)
           
Total Liabilities and Stockholders’ Deficit  $9,132   $10,026 

 

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

 

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BorrowMoney.com, Inc.

Consolidated Statements of Operations

 

   For the Year Ended   For the Year Ended 
   August 31, 2018   August 31, 2017 
         
Revenue  $-   $14,936 
           
Operating expenses:          
Costs related to services   -    11,450 
General and administrative   90,940    95,047 
Total operating expenses   90,940    106,497 
           
Income (loss) from operations   (90,940)   (91,561)
           
Other expense:          
Interest expense   (9,662)   (7,932)
Total other expenses   (9,662)   (7,932)
           
Net loss before income taxes   (100,602)   (99,493)
Income taxes   -    - 
           
Net loss  $(100,602)  $(99,493)
           
Basic and diluted per common share amounts:          
Basic and diluted net loss  $(0.00)  $(0.00)
           
Weighted average common shares outstanding (basic and diluted)   21,993,548    22,057,164 

 

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, 2018 and 2017

 

   Common Stock   Additional Paid In   Accumulated   Total
Stockholders’
 
   Shares   Common Stock   Capital   Deficit   Deficit 
                     
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)
Repurchase of common stock   (250,000)   (25)   (975)   -    (1,000)
Net Loss   -    -    -    (100,602)   (100,602)
Balance at August 31, 2018   21,823,000   $2,182   $237,818   $(590,792)  $(350,792)

 

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

 

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BorrowMoney.com, Inc.

Consolidated Statements of Cash Flows

 

   For the year ended   For the year ended 
   August 31, 2018   August 31, 2017 
Cash flows from operating activities:          
Net Loss  $(100,602)  $(99,493)
Changes in net assets and liabilities          
Prepaid expenses   (4,000)   - 
Accounts payable and accrued expenses   10,708    7,771 
Cash used in operating activities:   (93,894)   (91,722)
           
Cash flows from financing activities:          
Proceeds from issuance of common stock   -    20,000 
Proceeds from related party loans   90,000    92,500 
Repayment of related party loans   -    (20,000)
Repurchase of common shares   (1,000)   - 
Cash provided by financing activities   89,000    92,500 
           
Change in cash   (4,894)   778 
Cash- beginning of period   10,026    9,248 
Cash-end of period  $5,132   $10,026 
           
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, 2018 and 2017

 

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 shareholders 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 provides an internet-based platform that can match mortgage and loan providers with prospective borrowers. The Company offer to borrowers “screened lenders” and 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. .

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Going concern - The accompanying unaudited 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 revenue since inception and lacks any significant operational history. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

 

While the Company commenced operations is attempting to generate 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 revenues.

 

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.

 

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Cash and Cash 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, 2018 or 2017.

 

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, 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;
  Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

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’s 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, 2018 and August 31, 2017 there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

 

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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 provided 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 $0.20 per exposure.

 

We have separate packages to fit budget 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

 

We have a limited number of customers and service providers that exposes us to concentrations in the volume of business transacted. A summary of concentrations in sales and transaction with service providers for the year ended August 31, 2017 is as follows. We had no revenue or cost related to sales during the year ended August 31, 2018. 

 

Customer  A   B   C 
Sales   33%   33%   30%
Service Providers   16%   10%   0%

 

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- 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, 2018 and 2017 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, 2018 and 2017, 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.

 

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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.

 

Net income (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, 2018 and 2017 there were no shares of potentially dilutive securities outstanding.

 

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

 

Reclassification – Certain amounts in the prior year have been reclassified to be consistent with the current year presentation.

 

Recently issued accounting pronouncements – 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 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 September 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 are adopting the standard using the modified retrospective method and have determined the impact of adoption to not be material.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

Related party debt consists of the following as of August 31, 2018 and August 31, 2017, respectively:

 

   Year Ended   Year Ended 
   August 31, 2018   August 31, 2017 
1 unsecured note payable to related parties bearing interest at 4% Balance at beginning of year  $240,220   $167,720 
Advances received   90,000    92,500 
Payments made   -    (20,000)
Balance at end of period   330,220    240,220 
Less current portion   -    - 
Due after one year  $330,220   $240,220 

 

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In connection with the note, the Company has an accrued interest obligation as of August 31, 2018 and 2017 of $27,105 and $17,496 respectively. As of August 31, 2018, and August 31, 2017, the outstanding principal balance was $330,220 and $240,220, respectively for the above note. During the quarter ended May 31, 2018 the due date of the note was extended  to September 1, 2019 and continues to accrue interest at 4%. The note extension did not qualify for modification accounting and no impact to the balance sheet or statement of operations.

 

E-Wiz solutions, LLC has billed and been paid $2,063 and $17,590 for web design work for the year ended August 31, 2018 and 2017, respectively. The CEO is a director of BorrowMoney.

 

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. In addition the company utilizes a small office space in Fort Lauderdale, Florida which is also provided without charge to the Company by the President. 

 

NOTE 4 – COMMON STOCK

 

On May 7, 2018 the Company repurchased 250,000 common shares for $1,000. The shares were subsequently cancelled.

 

In June 2017 we issued 20,000 shares of our common stock for cash of $20,000. All shares were issued to unrelated parties.

 

NOTE 5 - INCOME TAXES

 

The Company has approximately $561,000 as of August 31, 2018 in available net operating loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2038. 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 $149,000.

 

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.

 

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.

 

On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at August 31, 2018, which were fully offset by a valuation allowance.

 

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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, 2018 and August 31, 2017 were as follows:

 

Following is a summary of the components giving rise to the tax provision.

 

   August 31, 2018   August 31, 2017 
Currently payable:          
Federal  $-   $- 
State   -    - 
Total currently payable:   -    - 
           
Increase (decrease) in Deferred:          
Federal   (41,700)   31,400 
State   5,000    4,860 
Total Deferred:   (36,700)   36,260 
Less increase in allowance   36,700    (36,260)
Net deferred   -    - 
Total income tax provision (benefit)  $36,700   $- 
           
   August 31, 2018   August 31, 2017 
Individual components giving rise to the deferred tax assets are as follows:          
Futures tax benefit arising from net operating loss carryovers  $149,000   $185,700 
Less valuation allowance   (149,000)   (185,700)
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 6 – SUBSEQUENT EVENT

 

In October 2018 the Company entered into an agreement with Lending Club. The Company will earn a referral fee of $40 for each lead provided to Lending Club.

 

Subsequent to August 31, 2018, the President advanced an additional $19,302 for general operating expenses. The advances are unsecured, due on demand and have no stated interest rate.

 

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

 

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedure.

 

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, the company 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 company 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, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of August 31, 2018 due to the existence of the material weaknesses as of August 31, 2018, 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’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 duty 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 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 party independent contractor is not involved in the day 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 companies

 

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 2018, Aldo Piscitello, who is both the Company’s Principal Executive Officer and Principal Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

 

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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 board of directors 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:

 

Name   Age   Title   Held Position Since
Aldo Piscitello   64   Director   August, 2010
             
Rosario Allen Moschitto   43   Director   October 6, 2015
             
Frank A. Micali   43   Director   October 6, 2015

 

The name, age and position of our significant employees are set forth below:

 

Name   Age   Title   Held Position Since
Aldo Piscitello   64   President/CEO/Director/Secretary/Treasurer   August 2010

 

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

 

Bios of Officers and Directors

 

Aldo Piscitello - Aldo Piscitello is Director, Chief Executive Officer, Secretary, Treasurer and President. 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 until he sold the business in 1987. He 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. Among his responsibilities were the securing of the name, developing the program and platform the company is using, marketing the products and services to the industry and seeing to the everyday operation of the business.

 

Rosario Allen Moschitto – Rosario Allen Moschitto is a Director. He received a Master of Science degree in Computer Engineering from Manhattan College, Riverdale, NY in December 1997. He received a Bachelor of Science degree in Electrical Engineering from Manhattan College, Riverdale, NY in May 1995. His work experience includes: serving as Founder, President, and Chief Executive Officer of E-Wiz Solutions Inc., Bronxville, NY from June 2003 to present, serving at a Product Manager for Telrad Connegy (Congruency) Inc., Woodbury, NT from May 2003 to June 2003, serving as a Senior Software Engineer at Comverse Technology, Inc., New York, NY from July 1998 to May 2000, serving as a Software Engineer for Geotek Communications, Montvale, NY from May 1997 to July 1998, serving as a Software Developer – Contract from October 1996 to February 1997, and serving as a Field Engineer at Westfalia Separators Inc., Northvale, NJ from November 1995 to September 1996.

 

Frank A. Micali – Frank A. Micali is a Director. He is a graduate from St John’s University. Mr. Micali became a Branch Manager responsible for supervising over 15 loan Officers at Citi Bank. He has been employed with City Bank as a loan officer for the last five (5) years.

 

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.

 

Term of office

 

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 of 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.

 

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No Involvement in certain legal proceedings

 

During the past ten years, none of our Officers or Directors has been the subject of the following events:

 

1. A 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 the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3. The subject of 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 engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

 

5. Was found by a court of competent jurisdiction in a civil action 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 Commodity Futures Trading Commission to have violated any Federal 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 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:

 

  (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

 

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8. Was 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)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member

 

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

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements 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.

 

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended August 31, 2018, 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.

 

Code of 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.

 

Board and Committee Meetings

 

Our board of directors held no formal meetings during the year ended August 31, 2018. All proceedings of the board of directors 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 Statutes 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, 2018 we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors 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 board of directors. If shareholders 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.

 

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.

 

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Item 11. Executive Compensation

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our named executive Officers for the fiscal years ended August 31, 2018 and 2017:

 

Summary Compensation Table

 

Name and Principal Position (a)   

Year

2018

and

2017

    Salary ($)    

Bonus

($)

    

Stock Awards

($)

    

Option Awards

($)

    

All Other Compensation

($)

    Total ($) 
Aldo Piscitello – Director, Chief Executive Officer, Secretary, Treasurer, and President   -    -    -    -    -    -    - 
Rosario Allen Moschitto - Director   -    -    -    -    -    -    - 
Frank A. Micali - Director   -    -    -    -    -    -    - 

 

Compensation Discussion and Analysis/ Employment and Other Agreements

 

Our directors and executive officers received no compensation as of the fiscal year ended August 31, 2018 and 2017.

 

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 2018, 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 2018.

 

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-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 board of directors 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.

 

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

 

The following table sets forth, 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, and each person or group known to our Company to be the beneficial owner of more than five percent (5%) of our common stock:

 

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Security Ownership of Management

 

Name and Address (1) 

Amount and Nature

of Beneficial Ownership (2)

  % Owned (1) 
         
Aldo Piscitello 512 Bayshore drive suite 201 Fort Lauderdale FL 33304  20,000,000 common shares   91.65%

 

(1) The percent of class is based on 21,823,000 shares of our common stock issued and outstanding as of August 31, 2018.

 

Change in Control Arrangements

 

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

 

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

 

Since inception, no founder has received anything of value from our Company and no founder is entitled to receive anything of value from our Company for services provided as a founder.

 

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.

 

Our principal shareholder and President has lent funds to the Company, as of August 31, 2018, in the total amount of $330,220 as a note payable by the Company with interest at the rate of four (4%) per annum. In connection with the note the Company has an accrued interest obligation as of August 31, 2018, and 2017 of $27,105 and; $17,496 respectively. The Company borrowed $19,302 from our principal and President subsequent to August 31, 2018. 

 

E-Wiz solutions, LLC has billed and been paid $2,063 and $17,590 for web design work for the fiscal year ended August 31, 2018 and 2017, respectively. The CEO of which is a director of BorrowMoney.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2018 and for fiscal year ended August 31, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly 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 were as follows:

 

   Year Ended 
   August 31, 2018   August 31, 2017 
Audit Fees  $21,000   $24,000 
Audit Related Fees   Nil    Nil 
Tax Fees   4,000    Nil 
All Other Fees   Nil    Nil 
Total  $25,000   $24,000 

 

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

 

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Our board of directors 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

 

  (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

 

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

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BorrowMoney.com, Inc.
  a Florida corporation
     
Dated: November 10, 2018 By: /s/ Aldo Piscitello
    Aldo Piscitello
   

President, Chief Executive Officer, Chief Financial

Officer, Principal Accounting Officer, Secretary,

Treasurer, and Chairman of Board of Directors

 

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, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and Chairman of Board of Directors  
     
By: /s/ Rosario Allen Moschitto  
  ROSARIO ALLEN MOSCHITTO  
  Director  
     
By: /s/ Frank A. Micali  
  FRANK A. MICALI  
  Director  

 

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