UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9859 / June 29, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16664

In the Matter of

the Registration Statement of 

Borderless Holdings, Inc.

10045 Red Run Boulevard

Suite 140

Owings Mills, MD 21117

Respondent.

ORDER INSTITUTING PROCEEDINGS

PURSUANT TO SECTION 8(d) OF THE 

SECURITIES ACT OF 1933, MAKING 

FINDINGS, AND ISSUING STOP ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that proceedings be, and hereby are, instituted pursuant to Section 8(d) of the 

Securities Act of 1933 (“Securities Act”) in the matter of the registration statement of Borderless 

Holdings, Inc. (“Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Making Findings 

and Issuing Stop Order Pursuant to Section 8(d) of the Securities Act of 1933 (“Order”), as set 

forth below.
2

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. On August 22, 2013, Respondent, a Delaware corporation headquartered in Owings

Mills, Maryland, filed a Form S-1 registration statement (the “Registration Statement”) with the 

Commission. The Registration Statement stated that Respondent planned to issue 2,000,000 shares 

of common stock at an offering price of $0.30 per share. The Registration Statement has not 

become effective.

2. The Registration Statement was materially deficient for the following reasons:

a. The Registration Statement included the untrue statement of material fact 

that “No ... promoter or control person of our company has, during the last ten years: (i) been 

convicted in or is currently subject to a pending a [sic] criminal proceeding.” At the time the 

Registration Statement was filed with the Commission, Mark Johnson was concurrently subject 

to a pending criminal proceeding in the matter United States v. Mark Johnson, et al., No. 08-cr737 (E.D. Pa.), in which Mr. Johnson was charged with felony securities fraud, among other 

charges.

b. The Registration Statement omitted information required by Regulation SK Items 401(g) and 404(c) including, as appropriate, the criminal proceeding pending against 

Mr. Johnson, Mr. Johnson’s status as a “promoter,” and Mr. Johnson’s status as a “control 

person,” as those terms are defined in Rule 405 of Regulation C under the Securities Act.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public 

interest to impose the sanction specified in the Offer submitted by the Respondent. 

ACCORDINGLY, IT IS ORDERED that pursuant to Section 8(d) of the Securities Act, the 

effectiveness of the Registration Statement filed by Respondent and all amendments thereto, be, 

and it hereby is, suspended. 

By the Commission.

Brent J. Fields

Secretary