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, 2020

 

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		65-0981503
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
512 Bayshore Drive Ft. Lauderdale, Florida		33304
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 1-212-265-2525

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [  ]

 

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 [  ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
Emerging growth [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 total number of shares of common stock, par value $0.0001 per share, outstanding as of November 30, 2020 was 109,175,000. The Registrant has no other class of common stock outstanding.

 

 

 

TABLE OF CONTENTS

 

	PART I
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in Accountants on Accounting and Financial Disclosure	23
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	25
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accounting Fees and Services	33
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	33
Item 16.	Form 10-K Summary	33

 

 

PART I

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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 plan to generate revenue from these lenders, generally at the time of transmitting a loan request to them, in the form of a match fee. In certain instances, outside our mortgage business, we plan to charge other kinds of fees, such as closed loan or closed sale fees. In addition to our primary loan request data referral business, BorrowMoney also matches consumers with lenders via website clicks and calls for which we anticipate lenders paying either front-end or back-end fees.

 

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

 

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

 

Evolution and Future Growth of Our Business

 

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

 

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

 

In June 2016, we launched My BorrowMoney.com, a platform that offers a personalized loan comparison-shopping experience, by providing free credit scores and credit score analysis. This 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.

 

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

 

 

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

 

Products

 

We currently report 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.

 

BorrowMoney.com does not charge consumers or small businesses for the use of our services. Revenues from our mortgage products plan to be derived from lead generation fees paid by the 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 plan to be derived from upfront match fees paid on delivery of a loan request, click or call and closed loan fees. For our products, we send click traffic to issuers and anticipate being 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.

 

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 BorrowMoney.com profile. Additionally, matched lenders and offers are also sent to the email address associated with the consumer request.

 

 

We also offer consumers other mortgage marketplace products such as:

 

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

 

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

 

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

 

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

 

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

 

 

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

 

Seasonality

 

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

 

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

 

Competition

 

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

 

Product Development

 

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

 

Corporate History

 

BorrowMoney.com, Inc. was incorporated in the state of New York on January 27, 2000. The company was reincorporated in Florida on May 4, 2015. The Company completed a share exchange with all of the stockholders of BorrowMoney.com, Inc., a New York corporation whereby 100% of the issued and outstanding shares of the New York corporation were exchanged for 20 million shares of the Florida corporation, which resulted in BorrowMoney.com, Inc. The New York corporation becoming a wholly owned subsidiary of the Florida corporation. Unless the context otherwise requires, all references to the “Company,” “we,” “our” “BorrowMoney” or “us” and other similar terms collectively means BorrowMoney.com, Inc., the Florida corporation.

 

 

Regulation and Legal Compliance

 

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

 

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

 

We have outsourced our human resources and will continue to utilize a Professional Employer Organization to minimize any liability associated with payroll and employee regulatory issues.

 

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 SEC.

 

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

 

Code of Business Conduct and Ethics

 

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

 

ITEM 1A. Risk Factors

 

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

 

The above statement notwithstanding, stockholders 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 ensure adequate risk assessment and execution to reduce loss exposure.

 

Item 1B. Unresolved Staff Comments

 

None.

 

 

Item 2. Properties

 

Our principal executive offices are currently located in a leased office in Plantation, Florida. In addition, the Company also utilizes office space in Fort Lauderdale Florida.

 

Item 3. Legal Proceedings

 

We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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

 

On October 29, 2019, our common stock began trading on the OTC Pink Market maintained by OTC Markets under the symbol “BWMY”; however, there is no actively traded public market for our common stock. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. We cannot provide any assurance that a meaningful trading market will ever develop.

 

The trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.

 

Our common stock trades on a limited and sporadic basis and should not be deemed to constitute an established public trading market. There may not be liquidity in the common stock.

 

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

 

Fiscal Year		Period		High Sales Price				Low Sales Price
2020		Fourth Quarter (October 01, 2020 to November 3, 2020)		$	3.00			$	1.94

 

Dividends

 

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

 

 

Holders of Our Common Stock

 

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

 

Penny Stock

 

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

 

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.

 

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

 

In July 2019, the Company granted common stock warrants to purchase 50,000 shares of common stock to a service provider. The warrants are exercisable until December 29, 2023 and have an exercise price of $0.10 per share. The warrants are fully earned upon issuance and become exercisable on January 1, 2020.

 

Subsequent to August 31, 2020, the Company received $5,000 in consideration for the purchase of 5,000 shares of restricted common stock.

 

We claim an exemption from registration for the grant/issuance and sales described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing grant/issuance did not involve a public offering, the recipients were “accredited investors” and/or had access to similar information as would be included in a Registration Statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We do not have any recent purchases of equity securities.

 

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 requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of these forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

Overview

 

BorrowMoney.com, Inc. operates what we believe to be the leading online loan marketplace for consumers seeking loans and other credit-based offerings. The Company offers borrowers “screened lenders” and takes steps to ensure the lenders trustworthiness and legitimacy. The Company provides institutional lenders with innovative digital solutions by offering fintech technologically advanced gathered leads through an exclusive proprietary platform. Our online marketplace provides consumers with access to product offerings from our 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 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 affect this strategy.

 

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 lead generation services to the mortgage and loan lenders. BorrowMoney.com, Inc.’s business model envisions providing current, qualified leads to local lending institutions nationwide. These leads will represent qualified borrowers in targeted zip code locations where the lender conducts business. Our internet platform offers a portal geared toward providing services to lending institutions who would be our customers. The key function of our platform is to provide qualified leads to local mortgage and lending professionals. The Company generates customer inquiries using various marketing methods. The Company also 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 June 1, 2017, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30^th, 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 lines and/or marketing efforts. We cannot guarantee that the expansion efforts described in this report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our products and/or sales methods.

 

 

Plan of Operations

 

Our plans for the next 12 months are:

 

We have completed out technology platform and in the process of relaunching the website. We are now entering our operational phase which includes contracting with mortgage and personal loan lenders for geographic areas using ZIP Codes. In addition to expanding our network of lenders over the next 12 months, we intend to continue optimizing and enhancing our Internet-based platform to focus on lead generation and generating additional revenues for our marketplace services. Our mission is to be the premier loan lead generation company. The budget for the next 12 months is estimated to be $500.0k which is expected to come from friends, family, and officers. A breakdown of the estimated cost for our next 12 months of operation are as follows:

 

			(000’s)
Legal and Professional Fees		$	50.0
Web Hosting Service, and Maintenance			8.0
Subcontracting Services			280.0
Office Expenses			5.0
IT Maintenance and Service			10.0
Domain Names Hosting. Service. and Maintenance			2.5
Website Development and Related Service			15.0
Licenses and Permits			3.5
Marketing and Advertising			50.0
Bank Charges and Cred Card Processing Fees			3.0
Rent			25.0
Dues and Subscriptions			7.5
Computer Expenses			5.0
Transfer and Recording Costs			10.0
Office Space Rent			22.0
Telephone Service			3.5
Total		$	500.0

 

Revenues are expected to be minimal as the volume of lender agreements during this stage of operation is expected to increase at a gradual pace throughout the year. We expect to operate at a loss during our initial growth/operating period. President, Directors, or other executive officers will be compensated with sweat equity options until such time that the company has positive cash flows.

 

Contingent upon the successful completion of our next 12 months of operation, we plan to aggressively expand our operation and business from existing revenues. Our expansion would be accompanied by an increase in the number of personnel 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 be pre-qualified in a one stop platform and have access to all the major lenders and loan programs. The Company has made, and expects to continue to make, substantial investments in its online technology platform and marketing strategy to build its brand awareness in the marketplace that will drive traffic and generate leads. The need for online mortgages and personal money loan platform is driven not only by the millennium generation that are moving away from traditional brick and mortar banks but also from the new lifestyle changes caused by the Covid-19 pandemic. BorrowMoney.com expects to take advantage of this opportunity to capture a large portion of this “new” marketplace demand and increase its revenue exponentially.

 

Results of Operations

 

The following table provides selected financial data about our Company as of August 31, 2020 and 2019.

 

Balance Sheet Date (000’s)		August 31, 2020				August 31, 2019
Cash		$	7.8			$	7.6
Total Assets		$	7.8			$	7.6
Total Liabilities		$	595.4			$	460.4
Stockholders’ Deficit		$	(487.7	)		$	(452.7	)
Working Capital Deficit		$	(487.7	)		$	(452.7	)

 

As of August 31, 2020, the Company’s cash balance was $7.8k compared to $7.6k as of August 31, 2019 and our total assets as of August 31, 2020 was $7.8k.

 

As of August 31, 2020, the Company had total liabilities of 595.4k compared with total liabilities of $460.4k as of August 31, 2019. The increase in total liabilities for the year ended August 31, 2020, was primarily the result of an increase in accrued interest and notes, due to related party.

 

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

 

We had $90.1k of cash provided by financing activities for the year ended August 31, 2020, compared to $77.3k of cash provided by financing activities for the year ended August 31, 2019. Cash provided by financing activities was primarily proceeds from related party loans.

 

Financial Position, Liquidity and Capital Resource

 

As of August 31, 2020, all cash loaned by the Company to pay its operating and development expenses has been furnished by loans from its founder and President, Aldo Piscitello. The Company has incurred no other debt, other than the debt owed to Mr. Piscitello. Additionally, the Company anticipates selling shares of the Company through a private offering of its securities to supplement its capital requirements in the future, as funding is needed.

 

Interest expense of $37.2k and $17.5k for the years ended August 31, 2020 and 2019, respectively, was the result of accruals related to shareholder loans by Mr. Aldo Piscitello.

 

Plan of Operation and Funding

 

During the next twelve months, we anticipate that our principal sources of funding will comprise of proceeds from sales of our common stock, revenue generated from our operations, and additional debt if need.

 

 

Critical Accounting Policies

 

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

 

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

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Borrowmoney.com, Inc.

 

Opinion on the Financial Statements

 

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

 

Basis for Opinion

 

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

 

We conducted our audit 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 audit 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.

 

The Company’s Ability to Continue as a Going Concern

 

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

 

The firm has served this client since October 2020.

 

/s/ Richard H. Moran CPA, P.A.

Certified Public Accountants

13890 SW 100 Lane, Miami, Florida 33186

November 30, 2020

 

 

BorrowMoney.com, Inc.

Consolidated Balance Sheets

August 31, 2020

 

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

 

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

 

 

BorrowMoney.com, Inc.

Consolidated Statements of Operations

 

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

 

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

 

 

BorrowMoney.com, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended August 31, 2020

 

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

 

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

 

 

BorrowMoney.com, Inc.

Consolidated Statements of Cash Flows

 

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

 

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

 

 

BORROWMONEY.COM, INC.

Notes to the Consolidated Financial Statements

For the Years Ended August 31, 2020

 

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, 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, in a share exchange where 10,000 shares of the Company were issued to the stockholders 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. (the “Company”) provides an internet-based platform that can match prospective borrowers with mortgage and loan providers.

 

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 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 $2,097 revenue for the years ended August 31, 2020.

 

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

 

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

 

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

 

 

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

 

Cash and cash 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, 2020.

 

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

 

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

 

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

 

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

 

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

 

Level 2: Inputs to the valuation methodology include:

 

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

 

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 liabilities 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, 2020 there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

 

 

Revenue recognition - In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015- 14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The 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 adopted the new standard effective September 1, 2018 using the modified retrospective method.

 

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

 

Revenue is recognized based on the following five step model:

 

	●	Identification of the contract with a customer
	●	Identification of the performance obligations in the contract
	●	Determination of the transaction price
	●	Allocation of the transaction price to the performance obligations in the contract
	●	Recognition of revenue when, or as, the Company satisfies a performance obligation

.

Costs to Obtain Customer Contracts

 

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit. We determined the period of benefit by taking into consideration the length of our customer contracts, our technology lifecycle, and other factors. Amortization expense is recorded in sales and marketing expense within our statement of operations. Historically we have not incurred incremental cost to acquire customer contracts.

 

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, 2020 and 2019 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, 2020 the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority.

 

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

 

Basic and Diluted Net 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, 2020.

 

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

 

Recently issued accounting pronouncements – The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

Related party debt consists of the following as of August 31, 2020.

 

		Year Ended
		August 31, 2020
Note payable to related party bearing interest at 8%		$	491,747
Less current portion			(491,747	)
Due after one year		$	-

 

 

NOTE 4 – SUBSEQUENT EVENTS

 

Subsequent to August 31, 2020 the Company sold 5,000 shares of common stock for $1 per share. Proceeds of $5,000 have been received.

 

In August 2020, the company issued a five to one stock split.

 

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

 

On November 18, 2020, the Company, with the recommendation and approval of the Board of Directors of the Company, engaged RICHARD H. MORAN. CPA, P.A, as its independent registered public accounting firm.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedure.

 

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including the Company’s Principal Executive Officer/Principal Financial Officer (our principal executive officer and principal financial officer), to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Aldo Piscitello, who is the Company’s Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s Principal Executive Officer/Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, not effective, as 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, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of August 31, 2020, due to the existence of the material weaknesses as of August 31, 2020, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

 

	●	Because of the 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 duties 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

 

There were no changes to the Company’s internal controls over financial reporting during the quarter ended August 31, 2020, that have been materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

 

Item 9B. Other Information

 

None.

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our 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		65		Director		August, 2010
Andrew Trumbach		59		Director		August, 2020
Svetlana Coliban		30		Director		November 2018
William Coburn		22		Director		June 1998
Robert Carrington		49		Director		July 2019

 

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

 

Name		Age		Title		Held Position Since
Aldo Piscitello		65		President/CEO/Secretary/Treasurer		August, 2010
Andrew Trumbach		59		CFO		August 2020

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

 

Bios of Officers and Directors

 

Aldo Piscitello – President, CEO, Secretary, Treasurer and Chairman

 

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

 

Director Qualifications:

 

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

 

Dr. Andrew Trumbach – Director

 

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

 

He was also the President and co-founder of Onebin.com, an internet-based logistics company operating with offices in 27 countries and the President and founder of American Document Management, Inc, DBA SecureDoc, a document management software integrator and reseller.

 

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

 

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

 

Dr. Trumbach is a highly experienced accounting and information systems professional whose real estate leadership and experience earned him a reputation for excellence in the Florida real estate market. As it pertains to Belize specifically, he was also the Keynote Speaker at the Association of Real Estate Brokers of Belize First Annual General Meeting. He holds a current license as a Florida real estate broker and was a Florida real estate instructor. Dr. Trumbach was a past Director and Board Member of the Florida Realtors Association, a member of the Florida International Real Estate Council and also a member of the International Counsel Greater Fort Lauderdale Board of Realtors, a member of International Operations Committee, Florida Real Estate Association, Tallahassee, Fl, a past member of the Professional Education Committee, Florida Real Estate Association, Tallahassee, Fl, and a member of the Technology Committee, Florida Real Estate Association Tallahassee, Fl. Dr. Trumbach was also a past member of the City of Coral Springs Member of the Financial Advisory Committee, Coral Springs, Florida.

.

 

Director Qualifications:

 

The Board of Directors believes that Dr. Trumbach is highly qualified to serve as a director of the Company due to his experience, qualification, and credentials.

 

Svetlana Coliban – Director

 

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

 

Director Qualifications:

 

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

 

William Coburn – Director

 

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

 

Director Qualifications:

 

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

 

 

Robert Carrington - Director

 

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

 

Director Qualifications:

 

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

 

Employment Agreements

 

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

 

Family Relationships

 

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

 

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 by the Board of Directors and hold their positions at the will of the Board of Directors.

 

Board Leadership Structure

 

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

 

Risk Oversight

 

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

 

 

Arrangements between Officers and Directors

 

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

 

Other Directorships

 

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

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers were involved in any of the following during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Committees of the Board

 

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

 

Stockholder Communications with the Board

 

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

 

Corporate Governance

 

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

 

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.

 

 

Director Independence

 

We are not required to have independent members of our Board of Directors.

 

As described above, we do not currently have a separately designated audit, nominating or compensation committee.

 

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. on our website.

 

Board and Committee Meetings

 

Our Board of Directors held no formal meetings during the year ended August 31, 2019. 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 applicable 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, 2020, we did not affect any material changes to the procedures by which our stockholders 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 stockholders. 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 stockholders 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.

 

Item 11. Executive Compensation

 

Summary Compensation Table

 

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

 

Summary Compensation Table*

 

Name and Principal Position (a)		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Aldo Piscitello – Director, Chief Executive Officer, Secretary, Treasurer, and President			2020				-				-				-				-				-				-
			2019				-				-				-				-				-				-

 

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

 

 

Compensation Discussion and Analysis/Employment and Other Agreements

 

Our directors and executive officers received no compensation for services rendered to the Company during the fiscal year ended August 31, 2020 and 2019.

 

Stock Option Grants

 

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

 

Director Compensation

 

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

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-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.

 

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

 

The following table presents certain information regarding the beneficial ownership of all shares of common stock as of November 30, 2020 by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 109,165,000 shares outstanding as of November 30, 2020, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and officers as a group. Except as otherwise indicated, all shares are owned directly.

 

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

 

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

 

 

Name		Number of Common Stock Shares Beneficially Owned				Percent of Common Stock
Aldo Piscitello			20,000,000				91.65	%
Andrew Trumbach			-				-
Svetlana Coliban			-				-
Robert Carrington			-				-
William Coburn			-				-
All of the officers and directors as a group (6 persons)			20,000,000				91.65	%

 

Change in Control Arrangements

 

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

 

Stock Incentive Plans

 

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

 

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

 

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

 

The principal stockholder and President have funded the company via loans from time to time. As of August 31, 2020, the total amount of such lending was $491,747. Such amount was memorialized as a note payable by the Company with interest at the rate of four (4%) per annum, which is payable on demand. The terms have been increased effective September 1, 2019 to 8%. In connection with the note the Company has an accrued interest obligation as of August 31, 2020 of $81,797.

 

Review, Approval and Ratification of Related Party Transactions

 

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

 

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

 

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2020 and for fiscal year ended August 31, 2019 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 are as follows:

 

		Richard H Moran CPA, P.A.
		August 31,
		2020
Audit Fees		$	8,000
Tax Fees			1,200
Total		$	9,200

 

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.

 

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

 

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

 

Item 16. Form 10-K Summary

 

None.

 

 

SIGNATURES

 

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

 

	BorrowMoney.com, Inc.
Dated: December 1, 2020	By:	/s/ Aldo Piscitello
		Aldo Piscitello
		President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and Chairman of Board of Directors (Principal Executive, Financial and Accounting Officer)

 

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

 

/s/ Aldo Piscitello		President, Chief Executive Officer, Chief		December 1, 2020
Aldo Piscitello		Financial Officer, Principal Accounting Officer, Secretary, Treasurer, and Chairman of Board of Directors (Principal Executive, Financial and Accounting Officer)
/s/ Andrew. Trumbach		Director		December 1, 2020
Andrew Trumbach
/s/ Svetlana Coliban		Director		December 1, 2020
Svetlana Coliban
/s/ William Coburn		Director		December 1, 2020
William Coburn
/s/ Robert Carrington		Director		December 1, 2020
Robert Carrington

 

 

EXHIBIT INDEX

 

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

 

* Filed herewith.

 

** Furnished herewith.

 

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