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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended August 31, 2023
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 000-56175
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 ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
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 ☒
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 ☒ 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 ☒ |
Emerging growth ☒ |
|
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 ☒
The aggregate market value of the Company’s common stock held by non-affiliates
of 9,175,000 shares computed by reference to the closing bid price of the Company’s common stock of $0.0125, as of the last business
day of the registrant’s most recently completed year end, was approximately $114,688 on August 31, 2023.
On June 19, 2020, the Company’s board
of directors unanimously approved a five-for-one split (the “Stock Split”) of the Company’s common stock approved
by all shareholders. The effective date of this five-for-one split was October 23, 2020. No functional shares were issued in
connection with the Stock Split. The October 23, 2020 Stock Split resulted in an increase of 87,332,000 shares
of our outstanding shares of common stock. The par value of the Company’s stock was also changed from $0.0001 to $0.001. The
cusip number was changed to 100054204. The prior cusip number was 100054105.
TABLE
OF CONTENTS
PART
I
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This
Annual Report on Form 10-K for the fiscal year ended August 31, 2023 (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 the Company’s 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. The Company undertakes 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, the Company relies on and refer to information regarding the industries in which it operates in general
from market research reports, analyst reports and other publicly available information. Although the Company believes that this information
is reliable, it cannot guarantee the accuracy and completeness of this information, and has 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 it believes to be
the leading online loan marketplace for consumers seeking loans and other credit-based offerings. The Company’s online marketplace
provides consumers with access to product offerings from active lenders (which the Company refers 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, the Company offers tools and resources,
including free credit scores, that facilitate comparison shopping for these loans, deposits and other credit-based offerings. The Company
seeks to match consumers with multiple lenders, who can then 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, the Company believes its marketplace is differentiated from other providers
operating loan comparison-shopping marketplaces.
The
Company strategically designed and executed advertising and marketing campaigns (which is referred to as performance marketing) span
a wide array of digital and traditional media acquisition channels and promote its BorrowMoney.com and other brands and product offerings.
The Company’s marketing efforts are designed to attract consumers to its 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. The Company
refers to such consumer inquiries as loan requests. The Company then matches these loan requests with lenders in its marketplace that
are seeking to serve these consumers’ needs. The Company plans 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 the mortgage business, the Company plans
to charge other kinds of fees, such as closed loan or closed sale fees. In addition to its primary loan request data referral business,
BorrowMoney also matches consumers with lenders via website clicks and calls for which the Company anticipates lenders paying either
front-end or back-end fees.
The
Company is continually working to improve the consumer experience. The Company has made investments in technologically-adept personnel
and utilizes in-market real-time testing to improve its digital platforms. Additionally, the Company works with its lenders, including
providing training and other resources, to improve the consumer experience throughout the loan process. Further, the Company has been
building and improving its My BorrowMoney platform, which provides a relationship-based consumer experience, rather than just a transaction-based
experience.
The
Company generated $0 revenues for the year ending August 31, 2023 and $24,930 for the year ending August 31, 2022.
Evolution
and Future Growth of Our Business
The
Company has actively sought to expand the suite of loan and other product offerings it provides 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. The Company believes that
consumers with existing BorrowMoney-branded associations will be more likely to utilize its other service offerings than those of other
providers whose brands consumers may not recognize.
In
October 2021, the Company completed its backend and software and continued its development with My BorrowMoney.com, a platform that offers
a personalized loan comparison-shopping experience, by providing free credit scores and credit score analysis. The platform enables the
Company to observe consumers’ credit profiles and then identify and alert them to loan and other credit-based offerings in its
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 the Company’s portfolio of loans and other product offerings, it is growing and diversifying its business and sources
of revenue. The Company intends to capitalize on its expertise in performance marketing, product development and technology and to leverage
the widespread recognition of the BorrowMoney.com brand, in order to generate leads.
The
Company believes the consumer and small business financial services industry has undergone 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. The Company believes 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. The Company believes the strength of its brands and
of its lender network place the Company in a strong position to continue to benefit from this market shift.
Products
The
Company currently reports its 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 individual consumers for the use of our services. Commercial loans may have certain service fees attached to their loans.
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 the Company’s 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 the Company’s
products, the Company sends click traffic to issuers and anticipate being paid per approval.
Mortgage
Products
The
Company’s mortgage inquiry products category includes purchase and refinance products.
The
Company partners 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 its marketplace, lenders are required to enter into contracts that state the
terms and conditions for such participation, although these contracts generally may be terminated for convenience by either party. The
Company performs 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 risk exposure. The data is utilized to determine whether a lender
and its principals are eligible to participate within the Company’s 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 MyBorrowMoney.com profile. Additionally,
matched lenders and offers are also sent to the email address associated with the consumer request. |
The
Company also offers 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 which will soon be available on the Company’s 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. |
The
Company intends to continue adding new lending offerings for consumers, small businesses and lenders on its online marketplace, in order
to grow and diversify its sources of revenue. The Company may develop such new offerings through internal product development efforts,
strategic business relationships with third parties and/or acquisitions.
Other
Products. Other products will be available in the future and will 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. |
The
Company refers to the various purchasers of leads from its other marketplaces as lead purchasers. The Company plans to generate revenue
from the deposit account product from a consumer clicking from its website through to a financial institution’s website. The Company
plans to generate revenue through the insurance products and real estate brokerage services through match fees paid to the Company by
insurance lead aggregators and real estate brokers participating in its online marketplace. The Company plans 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 its partners. Revenue for home services is planned to be derived primarily through
matching of leads to other home services lead aggregators.
Seasonality
The
Company anticipates revenue in its 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.
The
Company anticipates revenue in its newer products will be cyclical as well; however, the Company has limited historical data to predict
the nature and magnitude of this cyclicality. Based on industry data, the Company anticipates that as its personal loan product matures,
will experience less consumer demand during the fourth and first quarters of each year. The Company anticipates 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 its businesses include macro factors such as credit
availability in the market, interest rates, the strength of the economy and employment.
Competition
The
Company competes with other online marketing companies, including online intermediaries that operate network-type arrangements. The Company
also faces 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
The
Company invests in the continued development of both new and existing products to enhance the experiences of consumers and lenders as
they interact with the Company.
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 the Company’s 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, the Company is 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
The
Company believes that its intellectual property rights are vital to its success. To protect its intellectual property rights in its brand,
technology, products, improvements, and inventions, the Company relies 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, the Company plans to
seek patent protection in the United States and abroad, as appropriate.
Many
of the Company’s services are offered under proprietary trademarks and service marks. The Company generally applies to register
or secure, by contract its principal trademarks and service marks as they are developed and used.
The
Company reserves and registers its domain names when and where deemed appropriate, and currently have over 30 registered domain names.
The Company also has agreements with third parties that provide for the licensing of patented and proprietary technology used in its
business.
From
time to time, the Company 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 the
Company to enforce its 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 its business, financial condition, and results of operations.
Employees
None
Additional
Information
Website
and Public Filings
The
Company maintains a corporate website at BorrowMoney.com and an investor relations website at www.borrowmoney.com/investor-relations.
None of the information on the website is incorporated by reference in this report, or in any other filings with, or in any information
furnished or submitted to, the SEC.
The
Company makes available, free of charge through its website, reports on Forms 10-K, 10-Q and 8-K, proxy statements for annual stockholders’
meetings and beneficial ownership reports on Forms 3, 4 and 5 as soon as reasonably practicable after the Company files such materials
with, or furnish such materials to, the SEC.
Code
of Business Conduct and Ethics
The
Company’s code of business conduct and ethics, which applies to all employees, including all executive officers and senior financial
officers and directors, is posted on the Company’s website at borrowmoney.com/investor-relations.
ITEM
1A. Risk Factors
As
a “smaller reporting company”, the Company is 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 the
Company and its business, including those risk factors contained in the 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. The 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
The
Company’s principal executive offices are located in a Fort Lauderdale, Florida.
Item
3. Legal Proceedings
On
March 22, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Ajuni Properties, LLC. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the nonpayment of leased office space and the amount of claim is between
$15,000 - $30,000. The Company has reflected an accrual on its balance sheet of approximately $13,000 as of August 31, 2023 included
in Due to Related Party.
On
March 27, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Harthorne Capital, Inc. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the outstanding line of credit, and the amount of claim is between $8,000
- $15,000. The Company currently reflects the outstanding balance of $13,033 as of August 31, 2023 on its balance sheet under the line
item – Line of credit – related party.
The
Company is disputing both claims and has recently filed a written response.
On
June 21, 2022, Andrew Trumbach filed an action against BorrowMoney.Com for breach of contract and unpaid wages arising out of an alleged
business arrangement between himself and BorrowMoney.Com. Mr. Trumbach’s amount of claim is over $100,000. The Company has decided
not to accrue any amount related to the claim, as it believes the claim lacks any arguable basis.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The
trading price of the Company’s common stock could be subject to wide fluctuations in response to various events or factors, many
of which are beyond the Company’s control.
The
Company’s 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 September 1, 2022, through August 31, 2023. 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 | |
2023 | |
First Quarter (Sep 1, 2022, to Nov 30, 2022) | |
$ | 0.0350 | | |
$ | 0.0320 | |
2023 | |
Second Quarter (Dec 1, 2022, to Feb 28, 2023) | |
$ | 0.0405 | | |
$ | 0.0350 | |
2023 | |
Third Quarter (Mar 1, 2023, to May 31, 2023) | |
$ | 0.0298 | | |
$ | 0.0200 | |
2023 | |
Fourth Quarter (Jun 1, 2023, to Aug 31, 2023) | |
$ | 0.0125 | | |
$ | 0.0120 | |
Dividends
The
Company has never paid any cash dividends on its common stock. The Company currently anticipates that it will retain all future earnings
for use in its business. Consequently, the Company does not anticipate paying any cash dividends in the foreseeable future. The payment
of dividends in the future will depend upon its results of operations, as well as its short-term and long-term cash availability, working
capital, working capital needs, and other factors as determined by its Board of Directors. Currently, except as may be provided by applicable
laws, there are no contractual or other restrictions on its ability to pay dividends if the Company was to decide to declare and pay
dividends.
Holders
of Our Common Stock
As
of the date of this Annual Report, the Company had 79 stockholders of 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 its common stock should the stock ever be traded on
a public market. Therefore, stockholders may have difficulty selling the securities.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company does not have any equity compensation plans.
The
Company claims 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 the Company or its representatives. No underwriters or
agents were involved in the foregoing issuances and the Company 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
The
Company does not have any recent purchases of equity securities.
Item
6. Selected Financial Data
As
a “smaller reporting company”, the Company is 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. The Company’s 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 as a 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 lender’s trustworthiness and legitimacy. The Company provides institutional
lenders with innovative digital solutions by offering fintech technologically advanced gathered leads through an exclusive proprietary
platform. Its 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.
The
Company also serves 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.
The
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 its core mortgage inquiry and leads business, the Company is focused on growing its 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 its portfolio of loans and other product offerings, the Company is growing and diversifying its business and sources
of revenue. The Company intends to capitalize on its expertise in performance marketing, product development and technology, and to leverage
the widespread recognition of the BorrowMoney.com brand to affect this strategy.
The
Company believes 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. The Company believes
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. The Company believes the strength
of its brands and its lender network, place the Company 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. The Company’s internet platform offers a portal geared toward
providing services to lending institutions who would be its customers. The key function of the Company’s 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.
The
Company is 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, is 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. The Company intends to take advantage of the benefits of this extended transition period until we are no
longer an “emerging growth company.”
The
Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) in which the Company has
total annual gross revenue of at least $1.07 billion, or (b) in which is deemed to be a large accelerated filer, which means the market
value of common stock that is held by non-affiliates exceeds $700 million as (2) the date on which the Company has issued more than $1.0
billion in non-convertible debt during the prior three-year period.
Limited
Operating History
The
Company has not previously demonstrated that it will be able to expand its business through an increased investment in its product lines
and/or marketing efforts. The Company cannot guarantee that the expansion efforts described in this report will be successful. The Company’s
business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of its products
and/or sales methods.
Management
Changes
On
December 1, 2022, the Board of Directors of BorrowMoney.com, Inc. accepted the appointment of Anne Marie Chipolone as a director of the
BorrowMoney.com, Inc.
On
September 1, 2023 the Board of Directors of BorrowMoney.com, Inc. accepted the appointment of Aldo Piscitello as President and Aldo Piscitello
as Secretary of BorrowMoney.com, Inc.
Plan
of Operations
The
Company has completed its technology platform. The Company is now entering its operational phase which includes contracting business
loan, mortgage and personal loan lenders for geographic areas using ZIP Codes. In addition to expanding its network of lenders over the
next 12 months, the Company intends to continue optimizing and enhancing its Internet-based platform to focus on lead generation and
generating additional revenues for the marketplace services. The Company’s mission is to be the premier loan lead generation company.
The budget for the next 12 months is estimated to be $500,000, 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 Credit 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
Company had $0 in revenues for the year ended August 31, 2023 and $24,930 for the year ended August 31, 2022. The revenue decline is
primarily attributed to the strategic shift in focus during the year ending August 31, 2023. While revenue for 2022 was non-mortgage
related, 2023 saw no revenue due to the company’s dedicated resources in addressing unwarranted lawsuits from the former CFO. The
company aims to resume revenue generation post-lawsuit conclusion, prioritizing financial stability and sustainable growth. Operating
expenses for the year ended August 31, 2023 were $64,126 compared to $121,552 for the year ended August 31, 2022. Other expense for the
year ended August 31, 2023 were $30,333 compared to $643,302 for the year ended August 31, 2022. The decrease in other expense was primarily
due to fees of $605,111 incurred in the second quarter of 2022, related to the settlement with William Coburn, which was settled with
the issuance of unrestricted common stock.
The
following table provides selected financial data about the Company as of August 31, 2023, and August 31, 2022.
Balance Sheet Date (000’s) | |
August 31, 2023 | | |
August 31, 2022 | |
| |
| | |
| |
Cash | |
$ | 48.8 | | |
$ | 4.0 | |
Total Assets | |
$ | 55.798 | | |
$ | 4.0 | |
Total Liabilities | |
$ | 828.1 | | |
$ | 681.9 | |
Stockholders’ Deficit | |
$ | (772.4 | ) | |
$ | (677.9 | ) |
Working Capital Deficit | |
$ | (751.6 | ) | |
$ | (677.9 | ) |
As
of August 31, 2023, the Company’s cash balance was $48,818 compared to $4,025 as of August 31, 2022, and our total assets as of
August 31, 2023, were $55,798.
As
of August 31, 2023, the Company had total liabilities of $828,175 compared with total liabilities of $681,943 as of August 31, 2022.
The increase in total liabilities for the year ended August 31, 2023, was primarily the result of an increase in accrued interest and
notes.
The
Company had $65,228 of cash used in operating activities for the year ended August 31, 2023, compared to $63,448 of cash used in operating
activities for the year ended August 31, 2022.
The
Company had $8,332 of cash used in investing activities for the year ended August 31, 2023, compared to $0 of cash used in investing
activities for the year ended August 31, 2022.
The
Company had $118,354 cash provided by financing activities for the year ended August 31, 2023, compared to $58,158 of cash provided by
financing activities for the year ended August 31, 2022.
Financial
Position, Liquidity and Capital Resource
As
of August 31, 2023, all cash loaned to the Company to pay its operating and development expenses has been furnished by loans from its
founder and President, Aldo Piscitello, as well as from the sale of equity and advances by related parties and advances from a line of
credit. 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 $41,269 and $38,192 for the years ended August 31, 2023, and 2022, respectively, was the result of accruals related to shareholder
and related party.
Plan
of Operation and Funding
During
the next twelve months, the Company anticipates that its principal sources of funding will comprise of proceeds from sales of common
stock, revenue generated from our operations, and additional debt, if needed.
Critical
Accounting Policies
The
Company’s critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to
the Consolidated Financial Statements. The Company has consistently applied these policies in all material respects. The Company does
not believe that its operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any
significant degree.
Accounting
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.
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 on August 31, 2023 and
August 31, 2022.
Revenue
Recognition - The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09,
“Revenue from Contracts with Customer.” The Company applies the following five steps in order to determine
the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
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 |
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.
Going
Concern
Because
the Company has 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
The
Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its 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, the Company is not required to provide the information
required by this Item. The Company has chosen to disclose, however, that it has 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
Certified
Public Accountants and Advisors
A
PCAOB Registered Firm
817-721-0341
bartoncpafirm.com Cypress, Texas
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Shareholders
Borrowmoney.com,
Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Borrowmoney.com, Inc. as of August 31, 2023, and the related statements of operations,
stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Borrowmoney.com,
Inc. as of August 31, 2023, and the results of its operations and its cash flows for the year ended August 31, 2023, in conformity with
accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these 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 Borrowmoney.com, Inc. in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Borrowmoney.com,
Inc. 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 entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Substantial
Doubt About the Entity’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has yet to generate revenue from intended operations, has a net capital deficiency, and therefore
a 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 financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Critical
Audit Matters
Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters
We
have served as Borrowmoney.com, Inc.’s auditor since 2023.
Cypress,
Texas
BARTON
CPA.,
December
11, 2023
PCAOB
ID: 6968
BorrowMoney.com,
Inc.
Consolidated
Balance Sheets
| |
August 31, 2023 | | |
August 31, 2022 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 48,819 | | |
$ | 4,025 | |
Total current assets | |
| 48,819 | | |
| 4,025 | |
Non-current assets: | |
| | | |
| | |
Software Development | |
| 6,979 | | |
| - | |
Total noncurrent assets | |
| 6,979 | | |
| - | |
| |
| | | |
| | |
Total Assets | |
$ | 55,798 | | |
$ | 4,025 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Deficit | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 17,694 | | |
$ | 31,075 | |
Line of credit – related party | |
| - | | |
| 13,033 | |
Accrued interest | |
| 201,612 | | |
| 160,353 | |
Due to related party | |
| - | | |
| 14,738 | |
Note payable-related party, current portion | |
| 581,098 | | |
| 462,744 | |
Total current liabilities | |
| 800,404 | | |
| 681,943 | |
Non-current liabilities: | |
| | | |
| | |
Line of credit – related party | |
| 13,033 | | |
| - | |
Due to related party | |
| 14,738 | | |
| - | |
Total non-current liabilities | |
| 27,771 | | |
| - | |
| |
| | | |
| | |
Total Liabilities | |
$ | 828,175 | | |
$ | 681,943 | |
| |
| | | |
| | |
Commitments and Contingencies (see note 6) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ deficit: | |
| | | |
| | |
Preferred stock, 100,000,000 $0.001 par value shares authorized none issued and outstanding at August 31, 2023, and 2022 | |
| - | | |
| - | |
Common stock, 500,000,000 shares authorized $0.001 par value; 111,619,561 and 111,619,561 shares issued and outstanding on August 31, 2023 and 2022, respectively | |
| 111,619 | | |
| 111,619 | |
Stock subscription receivable | |
| (4,000 | ) | |
| (4,000 | ) |
Additional paid-in capital | |
| 1,037,873 | | |
| 1,037,873 | |
Accumulated deficit | |
| (1,917,869 | ) | |
| (1,823,410 | ) |
Total stockholders’ deficit | |
| (772,377 | ) | |
| (677,918 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 55,798 | | |
$ | 4,025 | |
The
accompanying notes to the financial statements are an integral part of these financial statements
BorrowMoney.com,
Inc.
Consolidated
Statements of Operations
| |
For the year ended | | |
For the year ended | |
| |
August 31, 2023 | | |
August 31, 2022 | |
| |
| | |
| |
Revenue | |
$ | - | | |
$ | 24,930 | |
| |
| | | |
| | |
Cost of goods sold | |
| - | | |
| 1,550 | |
| |
| | | |
| | |
Gross Profit | |
| - | | |
| 23,380 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
| |
| | | |
| | |
Professional fees | |
| 15,500 | | |
| 47,386 | |
Legal fees | |
| 23,928 | | |
| 21,672 | |
General and administrative | |
| 24,698 | | |
| 52,494 | |
Total operating expenses | |
| 64,126 | | |
| 121,552 | |
| |
| | | |
| | |
Loss from operations | |
| (64,126 | ) | |
| (98,172 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Other Ordinary Income | |
| 10,936 | | |
| - | |
Arbitration settlement | |
| - | | |
| (605,111 | ) |
Interest expense | |
| (41,269 | ) | |
| (38,191 | ) |
Total other income (expenses) | |
| (30,333 | ) | |
| (643,302 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Income tax expense | |
| - | | |
| - | |
| |
| | | |
| | |
Net loss | |
$ | (94,459 | ) | |
$ | (741,474 | ) |
| |
| | | |
| | |
Basic and diluted per common share amounts: | |
| | | |
| | |
Basic and diluted net loss per share | |
$ | (0.0008 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Weighted average common shares outstanding (basic and diluted) | |
| 111,619,561 | | |
| 110,592,620 | |
The
accompanying notes to the financial statements are an integral part of these financial statements
BorrowMoney.com,
Inc.
Statements
of Changes in Stockholders’ Deficit
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Common Stock | | |
Additional | | |
Stock | | |
| | |
Total | |
| |
Shares | | |
Common
Stock | | |
Paid-In Capital | | |
Subscription Receivable | | |
Accumulated Deficit | | |
Stockholders’
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance at August 31, 2021 | |
| 109,475,000 | | |
$ | 109,475 | | |
$ | 350,475 | | |
$ | (4,000 | ) | |
$ | (1,081,936 | ) | |
$ | (625,986 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash | |
| 118,200 | | |
| 118 | | |
| 44,982 | | |
| - | | |
| - | | |
| 45,100 | |
Shares issued for services | |
| 50,633 | | |
| 50 | | |
| 28,314 | | |
| - | | |
| - | | |
| 28,364 | |
Shares issued for legal settlement | |
| 1,975,728 | | |
| 1,976 | | |
| 614,102 | | |
| - | | |
| - | | |
| 616,078 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (741,474 | ) | |
| (741,474 | ) |
Balance at August 31, 2022 | |
| 111,619,561 | | |
$ | 111,619 | | |
$ | 1,037,873 | | |
$ | (4,000 | ) | |
$ | (1,823,410 | ) | |
$ | (677,918 | ) |
Balance | |
| 111,619,561 | | |
$ | 111,619 | | |
$ | 1,037,873 | | |
$ | (4,000 | ) | |
$ | (1,823,410 | ) | |
$ | (677,918 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (94,459 | ) | |
| (94,459 | ) |
Balance at August 31, 2023 | |
| 111,619,561 | | |
$ | 111,619 | | |
$ | 1,037,873 | | |
$ | (4,000 | ) | |
$ | (1,917,869 | ) | |
$ | (772,377 | ) |
Balance | |
| 111,619,561 | | |
$ | 111,619 | | |
$ | 1,037,873 | | |
$ | (4,000 | ) | |
$ | (1,917,869 | ) | |
$ | (772,377 | ) |
The
accompanying notes to the financial statements are an integral part of these financial statements
BorrowMoney.com,
Inc.
Statements
of Cash Flows
| |
For the year ended | | |
For the year ended | |
| |
August 31, 2023 | | |
August 31, 2022 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (94,459 | ) | |
$ | (741,474 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Non-cash item: Amortization expense | |
| 1,353 | | |
| - | |
Stock based compensation - arbitration settlement | |
| - | | |
| 605,111 | |
Stock based compensation - other | |
| - | | |
| 39,331 | |
Changes in net assets and liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
| (13,382 | ) | |
| (2,829 | ) |
Accrued interest | |
| 41,259 | | |
| 36,413 | |
Cash (used in) operating activities | |
| (65,229 | ) | |
| (63,448 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Software Development | |
| (8,332 | ) | |
| - | |
Cash used in investing activities | |
| (8,332 | ) | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Net change in note payable - related party | |
| 118,354 | | |
| 9,283 | |
Net change in due to related party | |
| - | | |
| 1,995 | |
Net change in line of credit – related party | |
| - | | |
| 1,779 | |
Proceeds from sale of common stock | |
| - | | |
| 45,100 | |
Cash provided by financing activities | |
| 118,354 | | |
| 58,157 | |
| |
| | | |
| | |
Net change in cash | |
| 44,793 | | |
| (5,291 | ) |
Cash-beginning of period | |
| 4,025 | | |
| 9,316 | |
Cash-end of period | |
$ | 48,818 | | |
$ | 4,025 | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | - | |
Cash paid for taxes | |
$ | - | | |
$ | - | |
The
accompanying notes to the financial statements are an integral part of these financial statements
BORROWMONEY.COM,
INC.
Notes
to the Financial Statements
For
the Years Ended August 31, 2023, and 2022
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
BorrowMoney.com,
Inc. (the “Company”), a Florida corporation formed in 2015, provides an internet-based platform that can match mortgage and
loan providers with prospective borrowers. The Company offers to borrowers “screened lenders” and ensures the lenders trustworthiness
and legitimacy. The Company provides institutional lenders with innovative digital solutions by offering fintech technologically advanced
gathered leads through an exclusive proprietary platform.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation - The accompanying financial statements have been prepared in accordance with United States generally accepted
accounting principles (“U.S. GAAP”).
Going
Concern - The Company adopted Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial
Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern (“ASU 2014-15”). The accompanying 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 $0 in revenue for the year ended August 31, 2023 and $24,930 for the year ended August 31, 2022.
The
Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to
support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While
the Company believes in the viability of its strategy to commence operations and generate sufficient revenue 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
the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional
funds by way of private offerings. The financial statements do not include any adjustments related to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.
Reclassification
of Prior Year Items - The Company reflected the reclassification of prior year items in order to be consistent with current period
breakouts.
Accounting
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 on August 31, 2023 and
August 31, 2022.
Website
Development Costs - The Company accounts for website development costs in accordance with
Accounting Standards Codification (“ASC”) 350-50, Website Development Costs (“ASC 350-50”). All costs
incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage
are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs
incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes external website development costs
(“website costs”), which primarily include third-party costs related to acquiring domains and developing applications, as
well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates
and costs to create initial graphics for the website that included the design or layout of each page. The Company capitalized
$8,332 and $0 for website costs for the years ended August 31, 2023 and August 31, 2022, respectively.
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. The Company has 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, 2023, and 2022 there were no significant transfers of financial assets or financial liabilities between the hierarchy
levels.
Revenue
Recognition - The Company recognizes revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customer
(“ASU No. 2014-09”). The Company applies the following five steps in order to determine the appropriate amount of revenue
to be recognized as it fulfills its obligations under each of its agreements-:
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 |
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.
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. The Company determined the period of benefit by taking
into consideration the length of its customer contracts, its technology lifecycle, and other factors. Amortization expense is recorded
in sales and marketing expense within the statement of operations. Historically the Company has 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, 2023 and August 31, 2022, 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, 2023 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.
Loss
Per Common 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, 2023 and August 31, 2022 there were
50,000 warrants and no potentially dilutive securities outstanding, respectively, all of which were excluded from loss per share calculation
due to their anti-dilutive effect.
Related
Party Transactions - The Company follows ASC 850-10, Related Party Disclosures (“ASC 850-10”), for the identification
of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates
of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed
under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the
election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the
equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed
by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with
which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties
that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in
those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions,
including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are
presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;
(c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change
in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of
the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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
In
connection with a related party promissory note, the Company has an accrued interest obligation as of August 31, 2023, and August 31,
2022 of $201,612 and $160,353, respectively. The note was due on September 1, 2022 and was not paid off due to limited capital. As such,
the parties agreed to continue the note at 8% until sufficient funds are available to pay off the loan. As of August 31, 2023, and 2022,
the outstanding principal balance was $581,098 and $462,744, respectively. The whole amount is currently classified as current liability
on or before March 2024 based on the agreement.
The
Company utilizes approximately 1,500 square feet of office space in 512 Bayshore Dr, Fort Lauderdale Florida. The space is owned by the
President and is provided without charge to the Company. In addition, the Company utilized approximately 1,200 square feet of office
space at 4403 Peters Road, Fort Lauderdale, Florida for at a total rental charge of $14,500 for the year ending August 31, 2022. The
Company did not utilize the space in 2023.
The
Company obtained a line of credit from a Delaware Corporation (owned by the former CFO) on November 30, 2020. Total advanced under this
line of credit, to include interest, is $13,033 for the year ending August 31, 2023 and $13,033 for the year ending August 31, 2022.
The line matured on November 25, 2022 and carries a default interest rate of 17%.
NOTE
4 - EQUITY
Common
Stock Warrants
In
July 2019, the Company granted common stock warrants to purchase 50,000 shares of common stock to a service provider. The warrants have
a 4.4 year term and an exercise price of $0.10 per share. The warrants are fully earned upon issuance and become exercisable on January
1, 2020. As of August 31, 2023, the warrants have not been exercised. The Company valued the warrants using the Black-Scholes model with
the following key assumptions ranging from: stock price, $1.00, exercise price, $0.10, term remaining 4.4 years, volatility 292%, annual
risk-free interest rate, 1.8%.
As
of August 31, 2023, the Company valued the warrants using the Black-Scholes model with the following key assumptions: stock price, $0.0125,
exercise price, $0.10, term remaining 0.33 year, volatility 52.5%, annual risk-free interest rate, 0.5%, exercise
period; this warrant shall be exercisable, in whole or in part, on or after 9:00 am Eastern Time, January 1st, 2020, and until 5:00 pm
Eastern Time, December 29th, 2023 (the “Exercise Period”).. At August 31, 2023 there was $0 in intrinsic value of
outstanding stock warrants.
The
Company has not declared or paid any dividends or returned any capital to common stock shareholders as of August 31, 2023, and 2022.
NOTE
5 – INCOME TAXES
The
Company has approximately $1,766,942 as of August 31, 2023, in available net operating loss (NOL) carryovers available to reduce future
income taxes. These carryovers expire at various dates through the year 2040. The Company has adopted ASC 740 which provides for the
recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s
estimate of the probability of the realization of these tax benefits. The Company has determined it is more likely than not that these
timing differences will not materialize and have provided a valuation allowance against its entire net deferred tax asset of approximately
$464,567.
Future
utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation
due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual
limitation may result in the expiration of NOL and tax credit carryforwards before full utilization.
The
Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical
merits of the position. If the more likely than not threshold is met, the Company measures the tax position to determine the amount to
recognize in the financial statements. The Company performed a review of its material tax positions in accordance with these recognition
and measurement standards. The Company has concluded that there are no significant uncertain tax positions requiring disclosure and there
are not material amounts of unrecognized tax benefits.
The
Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to reverse.
The
components of the current and deferred provision at August 31, 2023 and 2022 were as follows:
Following
is a summary of the components giving rise to the tax provision.
SUMMARY
OF COMPONENTS TO THE TAX PROVISION
|
|
August
31, 2023 |
|
|
August
31, 2022 |
|
Currently payable: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
- |
|
|
$ |
- |
|
State |
|
|
- |
|
|
|
- |
|
Total currently payable: |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
(19,836 |
) |
|
|
(155,710 |
) |
State |
|
|
(5,195 |
) |
|
|
(40,781 |
) |
Total Deferred: |
|
|
(25,031 |
) |
|
|
(196,491 |
) |
Allowance |
|
|
25,031 |
|
|
|
196,491 |
|
Net deferred |
|
|
- |
|
|
|
- |
|
Total income tax provision (benefit) |
|
$ |
- |
|
|
$ |
- |
|
SCHEDULE
OF DEFERRED TAX ASSETS
| |
August 31, 2023 | | |
August 31, 2022 | |
Individual components giving rise to the deferred tax assets are as follows: | |
| | | |
| | |
Futures tax benefit arising from net operating loss carryovers | |
$ | 464,567 | | |
$ | 439,536 | |
Less valuation allowance | |
| (464,567 | ) | |
| (439,536 | ) |
Net deferred | |
$ | - | | |
$ | - | |
For
the fiscal years ended August 31, 2023 and 2022, the valuation allowance increased primarily as a result of the increase in net operating
losses. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some
portion or all of the deferred income tax assets will not be realized.
NOL
Carryforwards and Other Matters
The
Company files income tax returns in the U.S. federal jurisdiction and the state of Florida. The Company’s federal and state tax
years for the 2019 fiscal year and forward are subject to examination by taxing authorities.
The
Company did not have any unrecognized tax benefits as of August 31, 2023, and 2022. The Company’s policy is to account for any
interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that
unrecognized tax benefits will significantly increase or decrease within the next twelve months.
The
item accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are
as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE AT FEDERAL STATUTORY RATE
| |
For the Year | | |
For the Year | |
| |
Ended | | |
Ended | |
| |
August 31, 2023 | | |
August 31, 2022 | |
Income tax at federal statutory rate | |
| (21.00 | )% | |
| (21.00 | )% |
State tax, net of federal effect | |
| (5.50 | )% | |
| (5.50 | )% |
Income tax federal and state net | |
| (26.50 | )% | |
| (26.50 | )% |
Valuation allowance | |
| 26.50 | % | |
| 26.50 | % |
Effective rate | |
| 0.00 | % | |
| 0.00 | % |
NOTE
6 – COMMITMENTS AND CONTINGENCIES
During
the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates
the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure
to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an
unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.
On
March 22, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Ajuni Properties, LLC. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the nonpayment of leased office space and the amount of claim is between
$15,000 - $30,000. The Company has reflected an accrual on its balance sheet of approximately $14,000 as of August 31, 2023.
On
March 27, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Harthorne Capital, Inc. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the outstanding line of credit and the amount of claim is between $8,000
- $15,000. The Company currently reflects the outstanding balance of $13,033 as of August 31, 2023 on its balance sheet under the line
item – Line of credit – related party.
On
June 21, 2022, Andrew Trumbach filed an action against BorrowMoney.Com for breach of contract and unpaid wages arising out of an alleged
business arrangement between himself and BorrowMoney.Com. Mr. Trumbach’s amount of claim is over $100,000. The Company has decided
not to accrue any amount related to the claim, as it believes the claim lacks any arguable basis.
NOTE
7 – LEGAL SETTLEMENT
A
claim was made against Borrowmoney.com by William Coburn, a former officer of Borrowmoney.com, related to a contractual dispute over
compensation. Borrowmoney.com, Inc. decided to engage in arbitration with Mr. Coburn in order to reduce legal expenses associated with
his claim. On February 23, 2022, the Company entered into a settlement agreement with William Coburn. The settlement included issuance
of 1,467,647 shares of the Company’s common stock to William Coburn in addition to the issuance of 484,323 shares of the Company’s
common stock to Mr. Coburn’s attorney’s, LaGarde Law Firm P.C. The issuance of the shares, represent the complete and final
settlement of the claims Mr. Coburn had against the Company.
The
Company has evaluated all subsequent events through December 11, 2023, the date the financial statements were available to be issued.
There are no subsequent events to report.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On
March 21, 2023, BorrowMoney.com, Inc. (“BorrowMoney.com” or “Company”), (OTC: BWMY), announced that on March
21, 2023, its board of directors unanimously approved a change in auditors from ACCELL AUDIT & COMPLINCE, P.A. to BARTON CPA, a Texas
CPA firm. The Company had chosen to use a more accessible CPA 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.
The
Company does not expect that its 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 its internal control over financial reporting as of August 31, 2023. 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 its internal control over financial reporting was not effective as
of August 31, 2023, due to the existence of the material weaknesses as of August 31, 2023, 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. The 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, the Company
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. |
|
|
|
|
● |
The
Company does not have a formal audit committee with a financial expert, and thus the 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. The Company utilizes
a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes
are reviewed by its management, the Company does 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 the 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 its operations and are intrinsic to its small size.
Management believes these weaknesses did not have a material effect on its financial results and intends to take remedial actions upon
receiving funding for the Company’s business operations.
Management
will continue to monitor and evaluate the effectiveness of its internal controls and procedures and its 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 year ended August 31, 2023, 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 the Company hold office until the next annual meeting of the security holders or until their successors have been elected
and qualified. The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or
removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
|
Age |
|
Title |
|
Held
Position Since |
Aldo
Piscitello |
|
70 |
|
Director |
|
August,
2010 |
Svetlana
Coliban |
|
34 |
|
Director |
|
November
2018 |
Anne
Marie Chipolone |
|
59 |
|
Director |
|
December
2022 |
The
name, age and position of the Company’s officer(s) are set forth below:
Name |
|
Age |
|
Title |
|
Held
Position Since |
Aldo
Piscitello |
|
70 |
|
President/CEO/Secretary/Treasurer |
|
August,
2010 |
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, CFO, 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.
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 a 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 develops 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.
Anne
Marie Chipolone – Director
Effective
November 30, 2022, the Board of Directors of the Company appointed Anne Marie Chipolone, age 59, as a director of the Company until the
next regular meeting of shareholders or until his successor is elected and qualified. He shall also continue to serve as Director of
Borrowmoney.com, Inc.
Ms.
Chipolone
● |
Provide
excellent customer service and quick problem-solving skills in support of advertising, ad design, and ad placement. |
● |
Manage
administrative tasks such as managing files, completing documents. |
● |
Administer
emails, presentation, appointments, and travel. |
Employment
Agreements
The
Company has no formal employment agreements with any of its directors or officers.
Family
Relationships
Aldo
Piscitello, Director, CEO, CFO and Svetlana Coliban, Director, are husband and wife. There are no family relationships between any of
the other 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
The
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. The current leadership structure is comprised of a combined Chairman of the Board and Chief Executive
Officer (“CEO”) and Chief Financial Officer (“CFO”), 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
the Company’s knowledge, there is no arrangement or understanding between any of its 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 the Company’s knowledge, none of its 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
The
Company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does the
Company have a written nominating, compensation or audit committee charter. The 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 its Board of Directors.
Stockholder
Communications with the Board
A
stockholder who wishes to communicate with the Board of Directors may do so by directing a written request addressed to the
Company’s 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 its 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,” the 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
The
Company is not required to have independent members of its Board of Directors.
As
described above, the Company does not have a separately designated audit, nominating or compensation committee.
Code
of Ethics
The
Company’s code of business conduct and ethics, which applies to all employees, including all executive officers and senior financial
officers and directors, is posted on its website at https://www.borrowmoney.com/investor-relations.
Board
and Committee Meetings
The
Board of Directors held no formal meetings during the year ended August 31, 2023. 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 the Company’s 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, 2023, the Company did not affect any material changes to the procedures by which its stockholders may recommend nominees
to the Board of Directors. The Board of Directors does not have a policy with regards to the consideration of any director candidates
recommended by its stockholders. The Board of Directors has determined that it is in the best position to evaluate the company’s
requirements as well as the qualifications of each candidate when the board considers a nominee for a position on its Board of Directors.
If stockholders wish to recommend candidates directly to its board, they may do so by sending communications to the president of the
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 CEO 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”).
Salaries
paid in 2023 and 2022*
Aldo Piscitello – Director, Chief Executive Officer, CFO, Secretary, Treasurer, and President | |
| 2023 | | |
| - | |
| |
| 2022 | | |
| - | |
Andrew Trumbach – Past CFO | |
| 2023 | | |
$ | - | |
Houston Reid – Past COO | |
| 2022 | | |
$ | 21,000 | |
*
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, 2023.
Compensation
Discussion and Analysis/Employment and Other Agreements
The
Company’s directors and executive officers did not receive an employment salary during the fiscal year ended August 31, 2023 and
August 31, 2022.
Stock
Option Grants
To
date, the Company has not granted any stock options to any officer or director or any other employee. The Company has not adopted any
stock option or any other similar compensation plan.
Director
Compensation
During
2023, 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 2022.
Pension,
Retirement or Similar Benefit Plans
There
are no arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to its 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 August 31, 2023 by
(i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock, based on 111,619,561 shares
outstanding as of August 31, 2023, (ii) each of the 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. The Company believes 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 August 31, 2023, 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.
The
Company believes 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 | |
| 100,000,000 | | |
| 89.59 | % |
Svetlana Coliban | |
| - | | |
| - | |
| |
| | | |
| | |
All of the officers and directors as a group | |
| 100,000,000 | | |
| 89.59 | % |
Change
in Control Arrangements
The
Company is 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, 2022, 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 the Company’s 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, 2023, the total amount of such
lending was $581,098. Such amount was memorialized as a note payable by the Company with interest at the rate of eight (8%) per annum,
which is payable on demand. In connection with the note, the Company has an accrued interest obligation as of August 31, 2023 of $201,612.
The
past CFO advanced $13,330, as of August 31, 2023, under a line of credit from a company owned by the past CFO.
Review,
Approval and Ratification of Related Party Transactions
Given
the Company’s small size and limited financial resources, has not adopted formal policies and procedures for the review, approval
or ratification of transactions, such as those described above, with its executive officers, directors and significant stockholders.
However, all of the transactions described above were approved and ratified by the Board of Directors. In connection with the approval
of the transactions described above, the 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.
The
Company intends to establish formal policies and procedures in the future, once the Company has sufficient resources and have appointed
additional directors. On a moving forward basis, the 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, 2023 and for fiscal year ended August 31, 2022 for
the audit of the Company’s annual financial statements and review of the financial statements, included in the Form 10-K 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:
| |
August 31, | |
| |
2023 | | |
2022 | |
Audit & Related Fees | |
$ | 15,000 | | |
$ | 20,525 | |
Tax Fees | |
| - | | |
| - | |
| |
$ | 15,000 | | |
$ | 20,525 | |
The
Board of Directors pre-approves all services provided by its 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.
The
Board of Directors has considered the nature and amount of fees billed by the independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining its 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.
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BorrowMoney.com,
Inc. |
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Dated:
December 14, 2023 |
By: |
/s/
Aldo Piscitello |
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Aldo
Piscitello |
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Chief
Executive Officer, CFO and Chairman of Board of Directors |
Pursuant
to the requirements of the Securities Act of 1933, this registrant statement has been signed by the following persons in the capacities
and on the dates indicated.
/s/
Aldo Piscitello |
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Chief
Executive Officer, CFO |
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December
14, 2023 |
Aldo
Piscitello |
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Chairman
of Board of Directors |
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|
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/s/
Svetlana Coliban |
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Director |
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December
14, 2023 |
Svetlana
Coliban |
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EXHIBIT
INDEX
101.INS |
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Inline
XBRL Instance Document |
101.SCH |
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Inline
XBRL Taxonomy Extension Schema Document |
101.CAL |
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Inline
XBRL Taxonomy Extension Calculation Document |
101.DEF |
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Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
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Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
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Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
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Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
**
Furnished herewith.
***
Indicates management contract or compensatory plan or arrangement.
Exhibit
10.4
Form
of Warrants
The
warrants (the “Warrants”) referred to in the Payment Section of this Agreement, and described more thoroughly in this
Annex, shall be formally drawn up into executable contracts by the Client’s counsel. The Client does hereby agree to cover all
related expenses, save for any that the Warrant Holders may choose to incur from their own attorneys to review and/or provide recommendations
regarding the Warrants.
As
of the Effective Date of this Agreement the Client does not have enough issued Common Stock (the “Shares”) from its Authorized
Shares and requires one or more corporate actions to meet the terms and conditions of the Warrants. As such, the Signatory of this Agreement
does hereby guarantee that, should the Client not be in a position, for any reason, to make full delivery of its Shares, according to
the terms and conditions specified in the Warrants, that the Signatory will make such Shares available from his/her own (personal) holdings,
or the holdings of any affiliated organizations, trusts, entities, and the like that he/she controls.
It
is understood and agreed that the Client owes EGS the Warrants described herein, and is committed to provide such Warrants, as of the
Effective Date.
The
following Basic Business Terms and Conditions are not exhaustive and are subject to modification upon mutual agreement of the
Signatories of this Agreement.
Article
II. Basic Business Terms and Conditions
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1. |
Purchase
of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender
of this Warrant at the principal office of the Client (or at such other place as the Client shall notify the holder hereof in writing),
to purchase from the Client up to 25,000 fully paid and nonassessable shares of the Shares at an exercise price of $0.10 per Share
(such price, as adjusted from time to time, is herein referred to as the “Exercise Price”). |
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2. |
Exercise
Period. This Warrant shall be exercisable, in whole or in part, on or after 9:00 am Eastern Time, January 1st, 2020, and until
5:00pm Eastern Time, December 29th, 2023 (the “Exercise Period”). |
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3. |
Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with the terms and condition herein, the holder
may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be affected by: |
|
3.1. |
the
surrender of the Warrant, together with a notice of exercise to the Secretary of the Client at its principal offices; and |
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3.2. |
the
payment to the Client of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. |
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4. |
Certificates
for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates
for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days
of the delivery of the subscription notice. Upon partial exercise, the Client shall promptly issue an amended Warrant representing
the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical
to those contained herein. The above notwithstanding, the Shares may be delivered electronically, and held in Street Name, in accordance
with industry and regulatory norms. |
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5. |
Issuance
of Shares. The Client covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during
the Exercise Period the Client will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its
obligations under this warrant. |
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6. |
Adjustment
of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows: |
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6.1. |
Subdivisions,
Combinations and Other Issuances. If the Client shall at any time before the expiration of this Warrant subdivide the Shares,
by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable
on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the
aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.
Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. |
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6.2. |
Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including
because of a change of control) of the Client (other than as a result of a subdivision, combination, or stock dividend provided for
in Section 6.1 above), then the Client shall make appropriate provision so that the holder of this Warrant shall have the right at
any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant,
the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization,
or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification,
reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder
of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities
and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate purchase price shall remain the same. |
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6.3. |
Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant,
or in the Exercise Price, the Client shall promptly notify the holder of such event and of the number of Shares or other securities
or property thereafter purchasable upon exercise of this Warrant. |
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7. |
No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of
this Warrant, but in lieu of such fractional shares the Client shall make a cash payment therefor on the basis of the Exercise Price
then in effect. |
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8. |
Representations
of the Client. The Client represents that all corporate actions on the part of the Client, its officers, directors and stockholders
necessary for the sale and issuance of this Warrant have been taken. |
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9. |
Representations
and Warranties by the Holder(s). The Holder(s) represents and warrants to the Client as follows: |
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9.1. |
The
Holder(s) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests
in connection therewith. |
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9.2. |
The
Holder(s) is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. |
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10. |
Warrants
Transferable. Subject to compliance with the terms and conditions of this Section, this Warrant and all rights hereunder are
transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or
accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares
acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares. |
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11. |
Rights
of Shareholders. No Holder of this Warrant shall be entitled, as a Warrant Holder, to vote or receive dividends or be deemed
the holder of the Shares or any other securities of the Client which may at any time be issuable on the exercise hereof for any purpose,
nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder
of the Client or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends
or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof
shall have become deliverable, as provided herein. |
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12. |
Governing
Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance
with the laws of New York, without regard to the conflicts of law provisions of New York or of any other state. |
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13. |
Rights
and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Client, of the
holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant. |
Exhibit
10.5
BorrowMoney.Com,
Inc.
THE
SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHALL BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
THE
SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE SECURITIES OFFERED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
FOR
FLORIDA RESIDENTS:
THE
INFORMATION PROVIDED BELOW IS GIVEN TO YOU PURSUANT TO FLORIDA LAW AND SETS FORTH YOUR RIGHTS ACCORDING TO THE FLORIDA INVESTOR PROTECTION
ACT. PLEASE READ CAREFULLY AND SIGN BELOW ACKNOWLEDGING YOUR UNDERSTANDING OF ALL RIGHTS AFFORDED YOU.
THE
SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT TO SECTION 517.061(11)
OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF FLORIDA, ANY SALE
IN THE STATE OF FLORIDA MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE (WITHOUT INCURRING
ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT
PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID THIS PURCHASE, THE PURCHASER NEED ONLY SEND A LETTER OR
TELEGRAM TO THE COMPANY AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF
THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE
THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY, THAT PURCHASER
MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED WITHIN THE TIME LIMIT SPECIFIED HEREIN,
THE FOREGOING RIGHT TO VOID THE PURCHASE SHALL BE NULL AND VOID.
SUBSCRIPTION
AGREEMENT
[For
Purchase of Common Shares]
BORROWMONEY.COM,
INC.
Ladies
and Gentlemen:
The
undersigned (the “Subscriber”), desires to become a holder of _____________________ Shares (the “Shares”)
of the common securities, $0.001par value of BORROWMONEY.COM, INC. a Florida corporation (the “Company”). Accordingly,
the Subscriber hereby agrees as follows:
1.
Subscription. The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the
Signature Page attached to this Subscription Agreement (the “Agreement”), _____________________shares of the Company’s
common shares at a per share price of $_____ per share for the aggregate consideration of $_____________________.
2.
Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to
the Company:
2.1
One (1) executed counterpart of the Signature Page attached to this Agreement together with appropriate notarization; and
2.2
A check, subject to collection, in the amount set forth on the Signature Page attached to this Agreement or a wire transfer to the Company’s
bank (instructions attached herein), representing payment in full for the Shares desired to be purchased hereunder, made payable to the
order of BorrowMoney.com, Inc.; and
2.3
An executed copy of the Confidential Purchaser Questionnaire.
3.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and
warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1
Such Subscriber acknowledges that he has received, carefully read and understands in their entirety; (a) this Subscription Agreement;
(b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants
made herein; and (c) written (or verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in
the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents,
offering literature, memorandum or prospectus.
3.2
Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and
Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain
states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot
sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration
requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such
securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on
transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates
for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the
Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements
except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription
Agreement and any applicable federal or state securities laws.
3.3
Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered
under any applicable federal or state securities laws or unless an exemption from any such registration is available.
3.4
Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the
risks relating to the purchase of the Shares.
3.5
Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation
D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits
and risks of an investment in the Company.
3.6
Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear
the economic risk of losing his entire investment in the Shares.
3.7
Such Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any federal or state governmental body
or agency due in part to the Company’s representations that it will comply with the provisions of Regulation D; (ii) if required
by the laws or regulations of said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such
state(s) for registration or exemption therefrom; and (iii) the documents used in connection with this Offering have not been reviewed
or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination
as to the fairness of the Shares for investment.
3.8
Such Subscriber is aware that the Shares have not been registered under the Act and that no market exists therefor. The Subscriber has
adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity
in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.9
Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means
of providing for his current needs and personal contingencies,
(iv)
has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident)
at the address shown below.
3.10
All information which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and
the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date
of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company
with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the
Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by
the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s
financial information as may be reasonably requested by the Company.
3.11
Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Shares being acquired (except a transfer upon his
death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such
family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable federal or state securities
laws will be violated as a result of such transfer. The Company may require an opinion of counsel acceptable to the Company to the effect
that such transfer or assignment (a) may be affected without registration of the Shares under the Act, and (b) does not violate any applicable
federal or state securities laws.
3.12
Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed
investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the
Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information
from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised
concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity
to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, concerning
the terms and conditions of his purchase and to obtain any additional information, to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber.
Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf
which is contrary to the information disclosed to him.
3.13
Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business
in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s
Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives
and income prospects.
3.14
Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the
opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain
any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense,
which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.15
Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part.
The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will
be returned to the Subscriber.
3.16
If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly
exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.17
If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation,
partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement
and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements
are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and
covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant
documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
4.
Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company’s officers, directors,
employees, agents and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees) which they, or any of them, may incur by reason of the Subscriber’s failure to fulfill any of
the terms and conditions of this Agreement or by reason of the Subscriber’s breach of any of his representations and warranties
contained herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber’s
heirs, executors, administrators, representatives, successors and assigns. THE COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE
COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND UNENFORCEABLE IN
SOME STATES.
5.
Arbitration Agreement.
5.1
Subscriber represents, warrants and covenants that any controversy or claim brought directly, derivatively or in a representative capacity
by him in his capacity as a present or former security holder, whether against the Company, in the name of the Company or otherwise,
arising out of or relating to any acts or omissions of the Company, or any security holder or any of their officers, directors, agents,
affiliates, associates, employees or controlling persons (including without limitation any controversy or claim relating to a purchase
or sale of the Note) shall be settled by arbitration under the Federal Arbitration Act in accordance with the commercial arbitration
rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity
as present or former security holder of the Company in or against any of the Subscriber’s officers, directors, agents, affiliates,
associates, employees or controlling persons shall also be settled by arbitration under the Federal Arbitration Act in accordance with
the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having jurisdiction
thereof. In arbitration proceedings under this Paragraph 5, the parties shall be entitled to any and all remedies that would be available
in the absence of this Paragraph 5 and the arbitrators, in rendering their decision, shall follow the substantive laws that would otherwise
be applicable. This Paragraph 5 shall apply, without limitation, to actions arising in connection with the offer and sale of the Notes
contemplated by this Agreement under any Federal or state securities laws.
5.2
The arbitration of any dispute pursuant to this Paragraph 5 shall be held in Palm Beach County, Florida.
5.3
Notwithstanding the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of
an injunctive or equitable nature, any party, upon submitting a matter to arbitration as required by this Paragraph 5, may simultaneously
or thereafter seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome
of the arbitration.
5.4
This Paragraph 5 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the
Company, each of whom shall be deemed to be a third-party beneficiary of this Paragraph 5, and each of whom may enforce this Paragraph
5 to the full extent that the Company could do so if a controversy or claim were brought against it.
5.5
Subscriber acknowledges that this Paragraph 5 limits a number of Subscriber’s rights, including without limitation (i) the right
to have claims resolved in a court of law and before a jury; (ii) certain discovery rights; and (iii) the right to appeal any decision.
6.
Registration Rights. If, at such time in the future, and at the sole discretion of the Company, the Company elects to file a registration
statement with the Securities and Exchange Commission, pursuant to either the Securities Act of 1933 or the Exchange Act of 1934, or
both, any Shares then owned by the Subscriber shall be granted “piggy back” registration rights which will provide that said
Shares may be registered with all other Shares of the Company. Any expenses incurred in connection with the registration of the Shareholder’s
Shares shall be the obligation of the Company. Notwithstanding anything to the contrary, the Subscriber acknowledges that the Company
is under no obligation to file a registration statement for any Shares, but, if one is filed, said Shares shall be included, as an accommodation
to the Subscriber.
7.
Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made and
wholly performed in the State of Florida.
8.
Execution in Counterparts. This Subscription Agreement may be executed in one or more counterparts.
9.
Persons Bound. This Subscription Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding
on the Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors
and assigns.
10.
Entire Agreement. This Subscription Agreement, when accepted by the Company, will constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements
or conditions, express or implied, oral or written, except as herein contained. This Subscription Agreement may not be modified, changed,
waived or terminated other than by a writing executed by all the parties hereto. No course of conduct or dealing shall be construed to
modify, amend or otherwise affect any of the provisions hereof.
11.
Assignability. The Subscriber acknowledges that he may not assign any of his rights to or interest in or under this Agreement
without the prior written consent of the Company, and any attempted assignment without such consent shall be void and without effect.
12.
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address
of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, three days after the date of deposit in the United States mails.
13.
Interpretation.
13.1
When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural,
and vice versa, and masculine words shall include the feminine and neuter genders, and vice versa.
13.2
Captions are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.
14.
CERTIFICATION. THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE
BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.
THIS
SPACE LEFT BLANK INTENTIONALLY
SUBSCRIBER
SIGNATURE PAGE
The
undersigned, desiring to subscribe for the number of Shares of common stock, $0.001 par value of BorrowMoney.com, Inc. (The “Company”)
as is set forth below, acknowledges that he has received and understands the terms and conditions of the Subscription Agreement attached
hereto and that he does hereby agree to al the terms and conditions contained therein.
IN
WITNESS WHEREOF, the undersigned has hereby executed this Subscription Agreement as of the date set forth below.
(PLEASE
PRINT OR TYPE)
Number
of Shares of $0.001 par |
____________________ |
|
|
|
|
Total
Amount of Subscription: |
$
____________________ |
|
Exact
name(s) of Subscriber(s):
Signature
of Subscriber(s)
__________________________
|
|
___________________________ |
|
|
|
|
|
___________________________ |
|
Residence
or Mailing Address: |
|
|
|
|
|
___________________________ |
|
|
|
Telephone
Numbers (include Area Code):
Business:(
)
Home: ( )
Social
Security or Taxpayer
Identification
Number(s): ________________________________________________
ACCEPTED
BY: BORROWMONEY.COM, INC.
|
This
_____day of _______, 2023 |
By:
Aldo Piscitello, President |
|
Exhibit
14.1
BORROWMONEY.COM,
INC.
CODE
OF BUSINESS CONDUCT AND ETHICS
September
2022
Introduction
and Scope
The
Board of Directors of BorrowMoney.com, Inc. (together with any subsidiaries, the “Company”) established this Code of Business
Conduct and Ethics (this “Code”) to aid the Company’s directors, officers, employees and consultants in conducting
the Company’s business affairs in accordance with standards of ethical conduct that will maintain and foster the Company’s
reputation for honest and straightforward business dealings.
The
Company’s Board of Directors or any committee designated by the Board of Directors is responsible for administering this Code.
The Board of Directors has delegated day-to-day responsibility for administering and interpreting this code to a Compliance Officer.
The Company’s General Counsel has been appointed as the Compliance Officer under this Code.
Every
director, officer, employee and consultant of the Company (each a “Covered Person,” and collectively the “Covered Persons”)
is subject to and must abide by this Code. Covered Persons are expected to exercise reasonable judgment when conducting the Company’s
business.
Nothing
in this Code alters the at-will status of any employee or consultant of the Company.
Honest,
Lawful and Ethical Conduct
The
conduct of Covered Persons in performing their duties on behalf of the Company should in all situations, as to all matters and at all
times, be honest, lawful and in accordance with high ethical and professional standards. In addition, the conduct of Covered Persons
should at all times be respectful of the rights of others and in the best interests of the Company.
The
requirements of honest, lawful and ethical conduct are broad and stated in general terms. As such, this Code does not cover every issue
that may arise, but instead sets out basic principles. The Company encourages Covered Persons to refer to this Code frequently to ensure
that they are acting within both the letter and the spirit of this Code. The Company understands that this Code will not contain the
answer to every situation that a Covered Person may encounter or every concern you may have about conducting the Company’s business
ethically and legally. In these situations, or if a Covered Person has other questions or concerns about this Code, the Company encourages
such Covered Person to speak with his or her immediate supervisor (if applicable) or, if he or she is uncomfortable doing so, with the
Compliance Officer under this Code. Covered Persons may also utilize the procedures established from time to time by the Audit Committee
of the Board of Directors (the “Audit Committee”) for the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters. Such procedures are currently set forth below in this
Code.
Contents
of this Code
This
Code has two sections which follow this Introduction. The first section, “Standards of Conduct,” contains the
actual guidelines that Covered Persons are expected to adhere to in the conduct of the Company’s business. The second section,
“Compliance Procedures,” contains specific information about how this Code functions, including who administers
the Code, who can provide guidance under the Code and how violations may be reported, investigated and resolved. This section also contains
a discussion about waivers of and amendments to this Code.
A
Note About Other Obligations
Covered
Persons generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit such obligations.
Instead, the standards in this Code should be viewed as the minimum standards that the Company expects from Covered Persons. In the event
that a law conflicts with a policy in this Code, Covered Persons must comply with the law.
Covered
Persons who are in or aware of a situation which may violate or lead to a violation of this Code should follow the guidelines described
in this policy.
Standards
of Conduct
Conflicts
of Interest
The
Company respects the privacy of Covered Persons and their right to engage in outside activities that do not conflict with the interests
of the Company or impair or interfere with the performance of a Covered Person’s duties to the Company.
A
“conflict of interest” exists when a Covered Person’s personal interest interferes with the interests of the Company.
Conflicts of interest may arise in many situations. For example, a conflict of interest may arise when a Covered Person takes actions
or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. It is almost always
a conflict of interest for a Covered Person to work simultaneously for a competitor, customer or supplier. Covered Persons should avoid
any material business relationship with the Company’s customers, suppliers and competitors, except when acting on the Company’s
behalf. A conflict of interest may also arise when any Covered Person, or any member of his or her immediate family, receives improper
personal benefits as a result of the Covered Person’s position with the Company. If a Covered Person’s spouse or other immediate
family member works for a firm that does business with or competes against the Company, the Compliance Officer should be advised of the
situation in writing.
The
Company has the right and obligation to determine whether conflicts of interest exist and to take appropriate action to address them.
Any Covered Person who has a question about whether or not he or she has a conflict of interest should bring it to the attention of his
or her immediate supervisor or the Compliance Officer. Before engaging in any material transaction or relationship that reasonably could
give rise to a conflict of interest, each Covered Person must provide full and fair disclosure of all relevant facts and circumstances
to the Compliance Officer. If the Covered Person is a director, executive officer or other person subject to the Company’s Related
Persons Transaction Policy, the Compliance Officer will review the transaction or relationship in accordance with the Related Persons
Transaction Policy and determine whether to submit the relationship or transaction for review and approval by the Audit Committee or
another independent body of the Company’s Board of Directors. In the case of any other Covered Person or in the case where the
Compliance Officer determines that the relationship or transaction does not require the review and approval of the Audit Committee or
another independent body, the Compliance Officer will determine whether or not to approve the relationship or transaction.
Compliance
with Laws, Rules and Regulations
The
Company seeks to conduct its business in compliance with applicable laws, rules and regulations. No Covered Person should engage in any
unlawful activity in conducting the Company’s business or in performing his or her day-to-day duties, nor should any Covered Person
instruct others to do so. This Code should be read in conjunction with the Company’s Employee Resource Guide and other existing
policies, practices and procedures, including but not limited to the LendingTree Securities Trading Policy, the Policy Regarding Employee
Reporting of Financial & Audit Related Concerns, and the Company’s policies and agreements concerning proprietary inventions,
trade secrets and employee conduct.
Protection
and Proper Use of the Company’s Assets
Loss,
theft and misuse of the Company’s assets has a direct impact on the Company’s business and its profitability. Covered Persons
are expected to protect the Company’s assets that are entrusted to them and to protect the Company’s assets in general. Covered
Persons are also expected to take steps to ensure that the Company’s assets are used only for legitimate business purposes.
Confidentiality
Confidential
information generated and gathered in the Company’s business plays a vital role in the Company’s business, prospects and
ability to compete. “Confidential information” includes all non- public information that might be of use to competitors,
or harmful to the Company or its customers or suppliers, if disclosed. It can also include information entrusted to the Company by its
suppliers or customers. Covered Persons must maintain the confidentiality of such confidential information, except when disclosure is
authorized by the Company or required by applicable law, rule or regulation or pursuant to an applicable legal proceeding. Covered Persons
may only use confidential information for legitimate Company purposes.
Covered
Persons must return all of the Company’s confidential and/or proprietary information in their possession to the Company when they
cease to be employed by or otherwise serve the Company.
Fair
Dealing
Competing
vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with consumers, vendors, lenders,
other customers, third-party intermediaries and suppliers is a part of the foundation for long-term success. Unlawful and unethical conduct,
even if it leads to short-term gains, may damage a company’s reputation and long-term business prospects. Accordingly, it is the
Company’s policy that Covered Persons endeavor to deal ethically and lawfully with the Company’s consumers, vendors, lenders,
other customers, third-party intermediaries, suppliers and competitors and their respective employees in all business dealings on the
Company’s behalf.
Accuracy
of Records
It
is the Company’s policy to maintain its books, records, accounts and financial statements in reasonable detail so that they appropriately
reflect the Company’s transactions and conform both to applicable legal requirements and to the Company’s system of internal
controls. No Covered Person may cause the Company to enter into a transaction with the intent to document it or record it in a deceptive
or unlawful manner. No Covered Person may create any false or artificial documentation for any transaction entered into by the Company.
Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and
brought to the attention of the Company’s Chief Accounting Officer.
Disclosure
and Financial Reporting
The
Company is committed to providing full, fair, accurate, timely and understandable disclosure in all reports and documents filed with
or submitted to the Securities and Exchange Commission (“SEC”) and in all other public communications made by the Company.
It is the Company’s policy to maintain disclosure controls and procedures that are designed to ensure that the information required
to be disclosed by the Company in the reports it files with or submits to the SEC is recorded, processed, summarized and reported accurately,
within the time periods specified in the SEC’s rules and forms. Covered Persons responsible for SEC filings and submissions and
other public disclosures should report financial results in a way that enables the Company to fairly present the consolidated financial
position and the consolidated results of operations and cash flows of the Company in conformity with accounting principles generally
accepted in the United States, applied on a consistent basis.
Any
Covered Person who learns of any material information affecting or potentially affecting the accuracy or adequacy of the disclosures
made by the Company in its SEC filings, submissions or other public statements should report the same to the Compliance Officer or through
the procedures established from time to time by the Audit Committee for the receipt, retention, and treatment of complaints received
by the Company regarding accounting, internal accounting controls or auditing matters, as set forth below.
Improper
Influence of Auditors
No
Covered Person may take any action to fraudulently influence, coerce, manipulate or mislead the Company’s auditor of the Company’s
financial statements for the purpose of rendering those financial statements materially misleading.
Accepting
or Offering Gifts and Gratuities
No
Covered Person may offer or give (directly or indirectly) any improper gift, favor, kickback or other improper payment or consideration
to any customer, supplier, government official, including, without limitation, any foreign government official, or any other person for
assistance or influence concerning any transaction affecting the Company. No Covered Person may ask for or accept (directly or indirectly)
any improper gift, favor, kickback or other improper payment or consideration from a customer, government official or any other person
in consideration for assistance or influence concerning any transaction affecting the Company. Any Covered Person aware of a person offering,
giving, asking for or accepting an offer of a gift, gratuity or other personal consideration to influence a business transaction affecting
the Company should report the same to the Compliance Officer or through the procedures established from time to time by the Audit Committee
for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or
auditing matters, as set forth below.
These
provisions are not intended to apply to routine, reasonable business entertainment or gifts of minor value customary in local business
relationships, provided that no laws or Company policies, including but not limited to, the Company’s Gifts and Gratuities Policy,
are violated.
Compliance
Procedures
Communications
of this Code
All
Covered Persons will be provided with a copy of this Code upon beginning service with the Company. Updates to this Code will be provided
from time to time. The standards in this Code may be further explained or implemented through the Company’s Employee Resource Guide
and other policy memoranda, including those relating to specific areas of the Company’s business. A Covered Person may obtain a
copy of this Code or any such memoranda upon request to the Compliance Officer. This Code is also available via the Company’s intranet
or by accessing the “Investors” section of the Company’s website at www.borrowmoney.com/investor-relations
Monitoring
Compliance and Disciplinary Action
The
Company’s management, under the supervision of its Board of Directors or a committee thereof or, in the case of accounting, internal
accounting controls or auditing matters, the Audit Committee, will take reasonable steps from time to time to (i) monitor compliance
with this Code, including the establishment of monitoring systems that are reasonably designed to investigate and detect conduct in violation
of this Code and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of this Code.
The
Company’s management will periodically report to the Board of Directors or a committee thereof on these compliance efforts including,
without limitation, periodic reporting of alleged violations of this Code and the actions taken with respect to any such violation.
Reporting
Concerns/ Receiving Advice/ No Retaliation
Be
Proactive. Every Covered Person is expected to act proactively by asking questions, seeking guidance and reporting violations of
this Code and other policies and procedures of the Company, as well as any violation of applicable law, rule or regulation arising in
the conduct of the Company’s business or occurring on the Company’s property. If any Covered Person believes that actions
have taken place, may be taking place, or may be about to take place that violate or would violate this Code, he or she is expected to
bring the matter to the attention of a supervisor, the Compliance Officer or report the matter through the procedures established from
time to time by the Audit Committee for the receipt, retention, and treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters, as set forth below.
Seeking
Guidance. The best starting point for a Covered Person seeking advice on ethics-related issues or reporting potential violations
of this Code will usually be his or her immediate supervisor. However, if the conduct in question involves the Covered Person’s
immediate supervisor, if the Covered Person does not have an immediate supervisor, if the Covered Person has reported the conduct in
question to his or her immediate supervisor and does not believe that he or she has dealt with it properly, or if the Covered Person
does not feel that he or she can discuss the matter with his or her immediate supervisor, the Covered Person may raise the matter By
e-mail to lega@borrowmoney.com (anonymity cannot be maintained).
Reporting
Accounting and Other Concerns. Any Covered Person who learns of any violation or potential violation concerning accounting, internal
accounting controls or auditing matters should promptly bring the matter to the Audit Committee. Accounting, internal accounting control
and auditing matters include but are not limited to information concerning (i) significant deficiencies or material weaknesses in the
design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report
financial data accurately, (ii) any fraud, whether or not material, involving management or other employees who have a significant role
in the Company’s financial reporting, disclosures or internal controls, (iii) improper influence of an auditor of the Company’s
financial statements or (iv) the accuracy or adequacy of the disclosures made by the Company in its SEC filings or submissions or other
public disclosures.
Anonymity.
When reporting suspected violations of this Code, the Company prefers that Covered Persons identify themselves in order to facilitate
the Company’s ability to take appropriate steps to address the report, including conducting any appropriate investigation. However,
the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously. If a Covered Person
wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting
person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously,
however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly,
Covered Persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate
the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.
Protection
for Reporting Violations. It is prohibited, and is a violation of this Code, for the Company or any person to retaliate in any way
against any Covered Person who, acting in good faith, reports information concerning suspected misconduct.
Misuse
of Reporting Channels. Covered Persons may not use these reporting channels in bad faith or in a false or frivolous manner.
Enforcement
Investigating
Reports of Violations. The Company is committed to full, prompt and fair enforcement of the provisions of this Code. Upon receipt
of any concern, other than an accounting, internal accounting control or auditing concern, the Compliance Officer will promptly initiate
an investigation to gather the relevant facts. Upon receipt of any accounting, internal accounting control and auditing concern, the
Audit Committee will promptly initiate an investigation to gather the relevant facts. In conducting and monitoring investigations, the
Compliance Officer or Audit Committee, as applicable, may consult and coordinate as appropriate with other Covered Persons, including
but not limited to members of the Company’s senior management team, Internal Audit Department, Finance Department or Human Resources
Department, and will seek to ensure that the provisions of this Code are applied and enforced consistently across the Company. All lawful
and appropriate investigative means and methods may be utilized in the conduct of the investigation. All Covered Persons should cooperate
in the investigation when called upon to do so. A failure to cooperate may itself constitute a violation of the Code.
Sanctions
for Violations. Appropriate disciplinary action will be determined upon completion of the investigation, if the Compliance Officer
or Audit Committee, as applicable, concludes that a violation of the Code has been committed and disciplinary action is warranted. Any
violation of this Code may result in serious sanctions by the Company, which may include but is not limited to, dismissal, suspension
without pay, loss of pay or bonus, loss of benefits or demotion.
Any
disciplinary action to be taken against an employee will be subject to the approval of senior management and will be carried out by the
Human Resources Department.
Waivers
of the Code of Business Conduct and Ethics
No
waiver of any provisions of this Code for the benefit of a director or officer (which includes without limitation, for purposes of this
Code, the Company’s principal executive, financial and accounting officers) will be effective unless (i) approved by the Board
of Directors or, if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to the Company’s
shareholders in accordance with applicable United States securities laws and/or the rules and regulations of the NASDAQ Stock Market,
as the case may be.
Any
waivers of this Code for other employees or consultants may be made by the Compliance Officer, the Company’s Chief Executive Officer,
the Board of Directors or, if permitted, a committee thereof.
All
amendments to this Code must be approved by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed
to the Company’s shareholders in accordance with applicable United States securities laws and/or the rules and regulations of S.E.C.
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Aldo Piscitello, certify that:
1.
I have reviewed this Annual Report on Form 10-K of BorrowMoney.com, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date:
December 14, 2023 |
By:
|
/s/
Aldo Piscitello |
|
|
Aldo
Piscitello |
|
|
Chief
Executive Officer |
Exhibit
32.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of BorrowMoney.com, Inc. (the “Company”) on Form 10-K for the fiscal year ended August
31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the
capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Dated:
December 14, 2023 |
|
|
|
By:
|
/s/
Aldo Piscitello |
|
|
Aldo
Piscitello |
|
|
Chief
Executive Officer |
A
signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to BorrowMoney.com, Inc and will be retained by BorrowMoney.com, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.
v3.23.3
Cover - USD ($)
|
12 Months Ended |
|
Aug. 31, 2023 |
Dec. 11, 2023 |
Cover [Abstract] |
|
|
Document Type |
10-K
|
|
Amendment Flag |
false
|
|
Document Annual Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Aug. 31, 2023
|
|
Document Fiscal Period Focus |
FY
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--08-31
|
|
Entity File Number |
000-56175
|
|
Entity Registrant Name |
BORROWMONEY.COM,
INC.
|
|
Entity Central Index Key |
0001656501
|
|
Entity Tax Identification Number |
65-0981503
|
|
Entity Incorporation, State or Country Code |
FL
|
|
Entity Address, Address Line One |
512
Bayshore Drive
|
|
Entity Address, City or Town |
Ft.
Lauderdale
|
|
Entity Address, State or Province |
FL
|
|
Entity Address, Postal Zip Code |
33304
|
|
City Area Code |
1-212
|
|
Local Phone Number |
265-2525
|
|
Entity Well-known Seasoned Issuer |
No
|
|
Entity Voluntary Filers |
Yes
|
|
Entity Current Reporting Status |
No
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Entity Ex Transition Period |
false
|
|
Entity Shell Company |
false
|
|
Entity Public Float |
$ 9,175,000
|
|
Entity Common Stock, Shares Outstanding |
|
87,332,000
|
Document Financial Statement Error Correction [Flag] |
false
|
|
Auditor Location |
Cypress,
Texas
|
|
Auditor Name |
BARTON
CPA.,
|
|
Auditor Firm ID |
6968
|
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v3.23.3
Consolidated Balance Sheets - USD ($)
|
Aug. 31, 2023 |
Aug. 31, 2022 |
Current assets: |
|
|
Cash |
$ 48,819
|
$ 4,025
|
Total current assets |
48,819
|
4,025
|
Non-current assets: |
|
|
Software Development |
6,979
|
|
Total noncurrent assets |
6,979
|
|
Total Assets |
55,798
|
4,025
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
17,694
|
31,075
|
Accrued interest |
201,612
|
160,353
|
Note payable-related party, current portion |
581,098
|
462,744
|
Total current liabilities |
800,404
|
681,943
|
Non-current liabilities: |
|
|
Total non-current liabilities |
27,771
|
|
Total Liabilities |
828,175
|
681,943
|
Commitments and Contingencies (see note 6) |
|
|
Stockholders’ deficit: |
|
|
Preferred stock, 100,000,000 $0.001 par value shares authorized none issued and outstanding at August 31, 2023, and 2022 |
|
|
Common stock, 500,000,000 shares authorized $0.001 par value; 111,619,561 and 111,619,561 shares issued and outstanding on August 31, 2023 and 2022, respectively |
111,619
|
111,619
|
Stock subscription receivable |
(4,000)
|
(4,000)
|
Additional paid-in capital |
1,037,873
|
1,037,873
|
Accumulated deficit |
(1,917,869)
|
(1,823,410)
|
Total stockholders’ deficit |
(772,377)
|
(677,918)
|
Total Liabilities and Stockholders’ Deficit |
55,798
|
4,025
|
Related Party [Member] |
|
|
Current liabilities: |
|
|
Line of credit – related party |
|
13,033
|
Due to related party |
|
14,738
|
Non-current liabilities: |
|
|
Line of credit – related party |
13,033
|
|
Due to related party |
$ 14,738
|
|
X |
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v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Aug. 31, 2023 |
Aug. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, shares authorized |
100,000,000
|
100,000,000
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, shares authorized |
500,000,000
|
500,000,000
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares issued |
111,619,561
|
111,619,561
|
Common stock, shares outstanding |
111,619,561
|
111,619,561
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Income Statement [Abstract] |
|
|
Revenue |
|
$ 24,930
|
Cost of goods sold |
|
1,550
|
Gross Profit |
|
23,380
|
Operating expenses: |
|
|
Professional fees |
15,500
|
47,386
|
Legal fees |
23,928
|
21,672
|
General and administrative |
24,698
|
52,494
|
Total operating expenses |
64,126
|
121,552
|
Loss from operations |
(64,126)
|
(98,172)
|
Other income (expense): |
|
|
Other Ordinary Income |
10,936
|
|
Arbitration settlement |
|
(605,111)
|
Interest expense |
(41,269)
|
(38,191)
|
Total other income (expenses) |
(30,333)
|
(643,302)
|
Net loss before income taxes |
(94,459)
|
(741,474)
|
Income tax expense |
|
|
Net loss |
$ (94,459)
|
$ (741,474)
|
Basic and diluted per common share amounts: |
|
|
Basic net loss per share |
$ (0.0008)
|
$ (0.01)
|
Diluted net loss per share |
$ (0.0008)
|
$ (0.01)
|
Weighted average common shares outstanding, basic |
111,619,561
|
110,592,620
|
Weighted average common shares outstanding, diluted |
111,619,561
|
110,592,620
|
X |
- DefinitionThe aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
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v3.23.3
Statements of Changes in Stockholders' Deficit - USD ($)
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Stock Subscription Receivable [Member] |
Retained Earnings [Member] |
Total |
Balance at Aug. 31, 2021 |
$ 109,475
|
$ 350,475
|
$ (4,000)
|
$ (1,081,936)
|
$ (625,986)
|
Balance, shares at Aug. 31, 2021 |
109,475,000
|
|
|
|
|
Shares issued for cash |
$ 118
|
44,982
|
|
|
45,100
|
Shares issued for cash, shares |
118,200
|
|
|
|
|
Shares issued for services |
$ 50
|
28,314
|
|
|
28,364
|
Shares issued for services, shares |
50,633
|
|
|
|
|
Shares issued for legal settlement |
$ 1,976
|
614,102
|
|
|
616,078
|
Shares issued for legal settlement, shares |
1,975,728
|
|
|
|
|
Net loss |
|
|
|
(741,474)
|
(741,474)
|
Balance at Aug. 31, 2022 |
$ 111,619
|
1,037,873
|
(4,000)
|
(1,823,410)
|
(677,918)
|
Balance, shares at Aug. 31, 2022 |
111,619,561
|
|
|
|
|
Net loss |
|
|
|
(94,459)
|
(94,459)
|
Balance at Aug. 31, 2023 |
$ 111,619
|
$ 1,037,873
|
$ (4,000)
|
$ (1,917,869)
|
$ (772,377)
|
Balance, shares at Aug. 31, 2023 |
111,619,561
|
|
|
|
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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v3.23.3
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Cash flows from operating activities: |
|
|
Net loss |
$ (94,459)
|
$ (741,474)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Non-cash item: Amortization expense |
1,353
|
|
Stock based compensation - arbitration settlement |
|
605,111
|
Stock based compensation - other |
|
39,331
|
Changes in net assets and liabilities |
|
|
Accounts payable and accrued expenses |
(13,382)
|
(2,829)
|
Accrued interest |
41,259
|
36,413
|
Cash (used in) operating activities |
(65,229)
|
(63,448)
|
Cash flows from investing activities |
|
|
Software Development |
(8,332)
|
|
Cash used in investing activities |
(8,332)
|
|
Cash flows from financing activities: |
|
|
Net change in note payable - related party |
118,354
|
9,283
|
Net change in due to related party |
|
1,995
|
Net change in line of credit – related party |
|
1,779
|
Proceeds from sale of common stock |
|
45,100
|
Cash provided by financing activities |
118,354
|
58,157
|
Net change in cash |
44,793
|
(5,291)
|
Cash-beginning of period |
4,025
|
9,316
|
Cash-end of period |
48,818
|
4,025
|
Supplemental cash flow information |
|
|
Cash paid for interest |
|
|
Cash paid for taxes |
|
|
X |
- DefinitionThe aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives.
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v3.23.3
ORGANIZATION AND NATURE OF BUSINESS
|
12 Months Ended |
Aug. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
ORGANIZATION AND NATURE OF BUSINESS |
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
BorrowMoney.com,
Inc. (the “Company”), a Florida corporation formed in 2015, provides an internet-based platform that can match mortgage and
loan providers with prospective borrowers. The Company offers to borrowers “screened lenders” and ensures 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.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Aug. 31, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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 Company adopted Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial
Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern (“ASU 2014-15”). The accompanying 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 $0 in revenue for the year ended August 31, 2023 and $24,930 for the year ended August 31, 2022.
The
Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to
support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While
the Company believes in the viability of its strategy to commence operations and generate sufficient revenue 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
the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional
funds by way of private offerings. The financial statements do not include any adjustments related to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.
Reclassification
of Prior Year Items - The Company reflected the reclassification of prior year items in order to be consistent with current period
breakouts.
Accounting
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 on August 31, 2023 and
August 31, 2022.
Website
Development Costs - The Company accounts for website development costs in accordance with
Accounting Standards Codification (“ASC”) 350-50, Website Development Costs (“ASC 350-50”). All costs
incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage
are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs
incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes external website development costs
(“website costs”), which primarily include third-party costs related to acquiring domains and developing applications, as
well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates
and costs to create initial graphics for the website that included the design or layout of each page. The Company capitalized
$8,332 and $0 for website costs for the years ended August 31, 2023 and August 31, 2022, respectively.
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. The Company has 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, 2023, and 2022 there were no significant transfers of financial assets or financial liabilities between the hierarchy
levels.
Revenue
Recognition - The Company recognizes revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customer
(“ASU No. 2014-09”). The Company applies the following five steps in order to determine the appropriate amount of revenue
to be recognized as it fulfills its obligations under each of its agreements-:
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 |
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.
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. The Company determined the period of benefit by taking
into consideration the length of its customer contracts, its technology lifecycle, and other factors. Amortization expense is recorded
in sales and marketing expense within the statement of operations. Historically the Company has 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, 2023 and August 31, 2022, 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, 2023 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.
Loss
Per Common 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, 2023 and August 31, 2022 there were
50,000 warrants and no potentially dilutive securities outstanding, respectively, all of which were excluded from loss per share calculation
due to their anti-dilutive effect.
Related
Party Transactions - The Company follows ASC 850-10, Related Party Disclosures (“ASC 850-10”), for the identification
of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates
of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed
under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the
election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the
equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed
by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with
which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties
that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in
those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions,
including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are
presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;
(c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change
in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of
the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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.
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.23.3
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Aug. 31, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
3 - RELATED PARTY TRANSACTIONS
In
connection with a related party promissory note, the Company has an accrued interest obligation as of August 31, 2023, and August 31,
2022 of $201,612 and $160,353, respectively. The note was due on September 1, 2022 and was not paid off due to limited capital. As such,
the parties agreed to continue the note at 8% until sufficient funds are available to pay off the loan. As of August 31, 2023, and 2022,
the outstanding principal balance was $581,098 and $462,744, respectively. The whole amount is currently classified as current liability
on or before March 2024 based on the agreement.
The
Company utilizes approximately 1,500 square feet of office space in 512 Bayshore Dr, Fort Lauderdale Florida. The space is owned by the
President and is provided without charge to the Company. In addition, the Company utilized approximately 1,200 square feet of office
space at 4403 Peters Road, Fort Lauderdale, Florida for at a total rental charge of $14,500 for the year ending August 31, 2022. The
Company did not utilize the space in 2023.
The
Company obtained a line of credit from a Delaware Corporation (owned by the former CFO) on November 30, 2020. Total advanced under this
line of credit, to include interest, is $13,033 for the year ending August 31, 2023 and $13,033 for the year ending August 31, 2022.
The line matured on November 25, 2022 and carries a default interest rate of 17%.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.23.3
EQUITY
|
12 Months Ended |
Aug. 31, 2023 |
Equity [Abstract] |
|
EQUITY |
NOTE
4 - EQUITY
Common
Stock Warrants
In
July 2019, the Company granted common stock warrants to purchase 50,000 shares of common stock to a service provider. The warrants have
a 4.4 year term and an exercise price of $0.10 per share. The warrants are fully earned upon issuance and become exercisable on January
1, 2020. As of August 31, 2023, the warrants have not been exercised. The Company valued the warrants using the Black-Scholes model with
the following key assumptions ranging from: stock price, $1.00, exercise price, $0.10, term remaining 4.4 years, volatility 292%, annual
risk-free interest rate, 1.8%.
As
of August 31, 2023, the Company valued the warrants using the Black-Scholes model with the following key assumptions: stock price, $0.0125,
exercise price, $0.10, term remaining 0.33 year, volatility 52.5%, annual risk-free interest rate, 0.5%, exercise
period; this warrant shall be exercisable, in whole or in part, on or after 9:00 am Eastern Time, January 1st, 2020, and until 5:00 pm
Eastern Time, December 29th, 2023 (the “Exercise Period”).. At August 31, 2023 there was $0 in intrinsic value of
outstanding stock warrants.
The
Company has not declared or paid any dividends or returned any capital to common stock shareholders as of August 31, 2023, and 2022.
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- DefinitionThe entire disclosure for equity.
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v3.23.3
INCOME TAXES
|
12 Months Ended |
Aug. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE
5 – INCOME TAXES
The
Company has approximately $1,766,942 as of August 31, 2023, in available net operating loss (NOL) carryovers available to reduce future
income taxes. These carryovers expire at various dates through the year 2040. The Company has adopted ASC 740 which provides for the
recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s
estimate of the probability of the realization of these tax benefits. The Company has determined it is more likely than not that these
timing differences will not materialize and have provided a valuation allowance against its entire net deferred tax asset of approximately
$464,567.
Future
utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation
due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual
limitation may result in the expiration of NOL and tax credit carryforwards before full utilization.
The
Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical
merits of the position. If the more likely than not threshold is met, the Company measures the tax position to determine the amount to
recognize in the financial statements. The Company performed a review of its material tax positions in accordance with these recognition
and measurement standards. The Company has concluded that there are no significant uncertain tax positions requiring disclosure and there
are not material amounts of unrecognized tax benefits.
The
Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to reverse.
The
components of the current and deferred provision at August 31, 2023 and 2022 were as follows:
Following
is a summary of the components giving rise to the tax provision.
SUMMARY
OF COMPONENTS TO THE TAX PROVISION
|
|
August
31, 2023 |
|
|
August
31, 2022 |
|
Currently payable: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
- |
|
|
$ |
- |
|
State |
|
|
- |
|
|
|
- |
|
Total currently payable: |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
(19,836 |
) |
|
|
(155,710 |
) |
State |
|
|
(5,195 |
) |
|
|
(40,781 |
) |
Total Deferred: |
|
|
(25,031 |
) |
|
|
(196,491 |
) |
Allowance |
|
|
25,031 |
|
|
|
196,491 |
|
Net deferred |
|
|
- |
|
|
|
- |
|
Total income tax provision (benefit) |
|
$ |
- |
|
|
$ |
- |
|
SCHEDULE
OF DEFERRED TAX ASSETS
| |
August 31, 2023 | | |
August 31, 2022 | |
Individual components giving rise to the deferred tax assets are as follows: | |
| | | |
| | |
Futures tax benefit arising from net operating loss carryovers | |
$ | 464,567 | | |
$ | 439,536 | |
Less valuation allowance | |
| (464,567 | ) | |
| (439,536 | ) |
Net deferred | |
$ | - | | |
$ | - | |
For
the fiscal years ended August 31, 2023 and 2022, the valuation allowance increased primarily as a result of the increase in net operating
losses. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some
portion or all of the deferred income tax assets will not be realized.
NOL
Carryforwards and Other Matters
The
Company files income tax returns in the U.S. federal jurisdiction and the state of Florida. The Company’s federal and state tax
years for the 2019 fiscal year and forward are subject to examination by taxing authorities.
The
Company did not have any unrecognized tax benefits as of August 31, 2023, and 2022. The Company’s policy is to account for any
interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that
unrecognized tax benefits will significantly increase or decrease within the next twelve months.
The
item accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are
as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE AT FEDERAL STATUTORY RATE
| |
For the Year | | |
For the Year | |
| |
Ended | | |
Ended | |
| |
August 31, 2023 | | |
August 31, 2022 | |
Income tax at federal statutory rate | |
| (21.00 | )% | |
| (21.00 | )% |
State tax, net of federal effect | |
| (5.50 | )% | |
| (5.50 | )% |
Income tax federal and state net | |
| (26.50 | )% | |
| (26.50 | )% |
Valuation allowance | |
| 26.50 | % | |
| 26.50 | % |
Effective rate | |
| 0.00 | % | |
| 0.00 | % |
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.3
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Aug. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE
6 – COMMITMENTS AND CONTINGENCIES
During
the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates
the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure
to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an
unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.
On
March 22, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Ajuni Properties, LLC. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the nonpayment of leased office space and the amount of claim is between
$15,000 - $30,000. The Company has reflected an accrual on its balance sheet of approximately $14,000 as of August 31, 2023.
On
March 27, 2022 the Company was served a summons, filed March 18, 2022, related to a civil lawsuit by Harthorne Capital, Inc. (plaintiff)
versus BorrowMoney.Com, Inc. (defendant). The claim relates to the outstanding line of credit and the amount of claim is between $8,000
- $15,000. The Company currently reflects the outstanding balance of $13,033 as of August 31, 2023 on its balance sheet under the line
item – Line of credit – related party.
On
June 21, 2022, Andrew Trumbach filed an action against BorrowMoney.Com for breach of contract and unpaid wages arising out of an alleged
business arrangement between himself and BorrowMoney.Com. Mr. Trumbach’s amount of claim is over $100,000. The Company has decided
not to accrue any amount related to the claim, as it believes the claim lacks any arguable basis.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.23.3
LEGAL SETTLEMENT
|
12 Months Ended |
Aug. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
LEGAL SETTLEMENT |
NOTE
7 – LEGAL SETTLEMENT
A
claim was made against Borrowmoney.com by William Coburn, a former officer of Borrowmoney.com, related to a contractual dispute over
compensation. Borrowmoney.com, Inc. decided to engage in arbitration with Mr. Coburn in order to reduce legal expenses associated with
his claim. On February 23, 2022, the Company entered into a settlement agreement with William Coburn. The settlement included issuance
of 1,467,647 shares of the Company’s common stock to William Coburn in addition to the issuance of 484,323 shares of the Company’s
common stock to Mr. Coburn’s attorney’s, LaGarde Law Firm P.C. The issuance of the shares, represent the complete and final
settlement of the claims Mr. Coburn had against the Company.
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- DefinitionThe entire disclosure for legal proceedings, legal contingencies, litigation, regulatory and environmental matters and other contingencies.
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v3.23.3
SUBSEQUENT EVENTS
|
12 Months Ended |
Aug. 31, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
The
Company has evaluated all subsequent events through December 11, 2023, the date the financial statements were available to be issued.
There are no subsequent events to report.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Aug. 31, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation - The accompanying financial statements have been prepared in accordance with United States generally accepted
accounting principles (“U.S. GAAP”).
|
Going Concern |
Going
Concern - The Company adopted Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial
Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern (“ASU 2014-15”). The accompanying 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 $0 in revenue for the year ended August 31, 2023 and $24,930 for the year ended August 31, 2022.
The
Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to
support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While
the Company believes in the viability of its strategy to commence operations and generate sufficient revenue 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
the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional
funds by way of private offerings. The financial statements do not include any adjustments related to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.
|
Reclassification of Prior Year |
Reclassification
of Prior Year Items - The Company reflected the reclassification of prior year items in order to be consistent with current period
breakouts.
|
Accounting Estimates |
Accounting
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 |
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 |
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 on August 31, 2023 and
August 31, 2022.
|
Website Development Costs |
Website
Development Costs - The Company accounts for website development costs in accordance with
Accounting Standards Codification (“ASC”) 350-50, Website Development Costs (“ASC 350-50”). All costs
incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage
are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs
incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes external website development costs
(“website costs”), which primarily include third-party costs related to acquiring domains and developing applications, as
well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates
and costs to create initial graphics for the website that included the design or layout of each page. The Company capitalized
$8,332 and $0 for website costs for the years ended August 31, 2023 and August 31, 2022, respectively.
|
Concentrations of Credit Risk |
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 |
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. The Company has 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 |
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, 2023, and 2022 there were no significant transfers of financial assets or financial liabilities between the hierarchy
levels.
|
Revenue Recognition |
Revenue
Recognition - The Company recognizes revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customer
(“ASU No. 2014-09”). The Company applies the following five steps in order to determine the appropriate amount of revenue
to be recognized as it fulfills its obligations under each of its agreements-:
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 |
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.
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. The Company determined the period of benefit by taking
into consideration the length of its customer contracts, its technology lifecycle, and other factors. Amortization expense is recorded
in sales and marketing expense within the statement of operations. Historically the Company has not incurred incremental cost to acquire
customer contracts.
|
Stock-Based Awards |
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, 2023 and August 31, 2022, no awards were granted.
|
Income Taxes |
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, 2023 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.
|
Loss Per Common Share |
Loss
Per Common 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, 2023 and August 31, 2022 there were
50,000 warrants and no potentially dilutive securities outstanding, respectively, all of which were excluded from loss per share calculation
due to their anti-dilutive effect.
|
Related Party Transactions |
Related
Party Transactions - The Company follows ASC 850-10, Related Party Disclosures (“ASC 850-10”), for the identification
of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates
of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed
under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the
election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the
equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed
by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with
which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to
an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties
that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However,
disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in
those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions,
including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are
presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;
(c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change
in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of
the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
|
Recently issued accounting pronouncements |
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.
|
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v3.23.3
INCOME TAXES (Tables)
|
12 Months Ended |
Aug. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
SUMMARY OF COMPONENTS TO THE TAX PROVISION |
Following
is a summary of the components giving rise to the tax provision.
SUMMARY
OF COMPONENTS TO THE TAX PROVISION
|
|
August
31, 2023 |
|
|
August
31, 2022 |
|
Currently payable: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
- |
|
|
$ |
- |
|
State |
|
|
- |
|
|
|
- |
|
Total currently payable: |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
(19,836 |
) |
|
|
(155,710 |
) |
State |
|
|
(5,195 |
) |
|
|
(40,781 |
) |
Total Deferred: |
|
|
(25,031 |
) |
|
|
(196,491 |
) |
Allowance |
|
|
25,031 |
|
|
|
196,491 |
|
Net deferred |
|
|
- |
|
|
|
- |
|
Total income tax provision (benefit) |
|
$ |
- |
|
|
$ |
- |
|
|
SCHEDULE OF DEFERRED TAX ASSETS |
SCHEDULE
OF DEFERRED TAX ASSETS
| |
August 31, 2023 | | |
August 31, 2022 | |
Individual components giving rise to the deferred tax assets are as follows: | |
| | | |
| | |
Futures tax benefit arising from net operating loss carryovers | |
$ | 464,567 | | |
$ | 439,536 | |
Less valuation allowance | |
| (464,567 | ) | |
| (439,536 | ) |
Net deferred | |
$ | - | | |
$ | - | |
|
SCHEDULE OF EFFECTIVE INCOME TAX RATE AT FEDERAL STATUTORY RATE |
The
item accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are
as follows:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE AT FEDERAL STATUTORY RATE
| |
For the Year | | |
For the Year | |
| |
Ended | | |
Ended | |
| |
August 31, 2023 | | |
August 31, 2022 | |
Income tax at federal statutory rate | |
| (21.00 | )% | |
| (21.00 | )% |
State tax, net of federal effect | |
| (5.50 | )% | |
| (5.50 | )% |
Income tax federal and state net | |
| (26.50 | )% | |
| (26.50 | )% |
Valuation allowance | |
| 26.50 | % | |
| 26.50 | % |
Effective rate | |
| 0.00 | % | |
| 0.00 | % |
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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X |
- References
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v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative)
|
12 Months Ended |
Aug. 31, 2023
USD ($)
ft²
|
Aug. 31, 2022
USD ($)
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Accrued interest |
$ 201,612
|
$ 160,353
|
Line of credit interest rate |
8.00%
|
|
Notes payable related party current |
$ 581,098
|
462,744
|
Line of credit |
$ 13,033
|
13,033
|
Default interest rate |
17.00%
|
|
512 Bayshore [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Area of land | ft² |
1,500
|
|
4403 Peters Road [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Area of land | ft² |
1,200
|
|
Payments for rent |
|
$ 14,500
|
X |
- DefinitionCarrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
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v3.23.3
SUMMARY OF COMPONENTS TO THE TAX PROVISION (Details) - USD ($)
|
12 Months Ended |
Aug. 31, 2023 |
Aug. 31, 2022 |
Currently payable: |
|
|
Federal |
|
|
State |
|
|
Total currently payable: |
|
|
Increase (decrease) in Deferred: |
|
|
Federal |
(19,836)
|
(155,710)
|
State |
(5,195)
|
(40,781)
|
Total Deferred: |
(25,031)
|
(196,491)
|
Allowance |
25,031
|
196,491
|
Net deferred |
|
|
Total income tax provision (benefit) |
|
|
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v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
|
12 Months Ended |
|
|
Aug. 31, 2023 |
Jun. 21, 2022 |
Mar. 22, 2023 |
Aug. 31, 2022 |
Mar. 27, 2022 |
Loss Contingencies [Line Items] |
|
|
|
|
|
Line of credit |
$ 13,033
|
|
|
$ 13,033
|
|
Ajuni Properties LLC [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Loss contingency accrual payments |
14,000
|
|
|
|
|
Ajuni Properties LLC [Member] | Minimum [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Lease cost |
|
|
$ 15,000
|
|
|
Ajuni Properties LLC [Member] | Maximum [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Lease cost |
|
|
$ 30,000
|
|
|
Harthone Capital Inc [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Debt instrument face amount |
$ 13,033
|
|
|
|
|
Harthone Capital Inc [Member] | Minimum [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Line of credit |
|
|
|
|
$ 8,000
|
Harthone Capital Inc [Member] | Maximum [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Line of credit |
|
|
|
|
$ 15,000
|
MR Trumbach [Member] |
|
|
|
|
|
Loss Contingencies [Line Items] |
|
|
|
|
|
Payments to employees |
|
$ 100,000
|
|
|
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
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