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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| VISIBER57 Corporation (CE) | USOTC:VCOR | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.10 | 0.00 | 00:00:00 |
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended August 31, 2017
OR
.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO _________
VISIBER57 CORP.
(Name of Registrant in its Charter)
| Delaware | 000-55570 | 61-1633330 | ||
|
(State or Jurisdiction of Incorporation or Organization) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
Unit B19, 9/F, Efficiency House, 35 Tai Yau Street
San Po Kong, Kowloon, Hong Kong
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 852-6194 4999
Not applicable.
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
| Emerging growth company [ ] |
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 Act). Yes [X] No [ ]
At May 31, 2017, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $4,480,000 based on the closing sale price of the registrant’s common stock on May 31, 2017 of $16.00 per share.
As of November 22, 2017, 5,280,000 shares of the registrant’s common stock, par value $0.0001, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
VISIBER57 CORP.
(formerly known as eBizware, Inc.)
Form 10-K
August 31, 2017
Table of Contents
| - 2 - |
This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A – “Risk Factors” of this report.
We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
| - 3 - |
Our Business and Corporate History
VISIBER57 CORP. (the “Company”) formerly eBizware, Inc., a Delaware corporation, was formed on December 31, 2013. The Company is headquartered at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Company was formed to continue the development and distribution of a software solution that provides visual online data resource for our customers to integrate with third party implementations.
On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor (the “Seller”), the Company’s Chief Executive Officer and Director entered into and closed on that certain Share Purchase Agreement (the “Agreement”) with 57 Society International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the Seller a total of 5,000,000 shares of the Company’s common stock (the “Shares”) for an aggregate price of $321,000. The Shares acquired represented approximately 94.70% of the issued and outstanding shares of common stock of the Company.
Concurrently with the closing of the Stock Purchase Agreement, Mark W. DeFoor resigned from all positions held of the Company. Choong Jeng Hew was appointed as our Chief Executive Officer and Director and Chip Jin Eng was appointed as our Chief Financial Officer, Treasurer and Secretary and Director. At this time, we do not have any written employment agreement or other formal compensation agreements with our new officers and director. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
On August 12, 2016, the Company discontinued its historical business and commenced exploration of its new business opportunities by way of developing and launching a mobile device application (APP) that encourages community building centered around the use of a cloud-based APP. The concept for development of this APP surrounds the use of “Numbers 1-9” where products are expected to be customizable according to individual color preferences and suitable number combinations. The Company may also seek businesses to acquire.
Effective on March 23, 2017, the Company changed its name to VISIBER57 CORP. and its trading symbol to “VCOR” effective April 11, 2017 in connection with its plan to expand its business and rebrand its identity.
Our Business
The Company was formed to continue the development and distribution of a software solution that provides visual online data resource for our customers to integrate with third party implementations.
In connection with the Company’s plan to expand its business and rebrand its identity, the Company changed its name to VISIBER57 CORP. and its trading symbol to “VCOR” effective April 11, 2017.
Competition
Our competition includes other data integration service providers. Some of our competitors may have significantly greater financial, marketing and other resources than we do. Our competitors may undertake more far-reaching marketing campaigns, including Internet based advertisements, and adopt more aggressive pricing policies that may allow them to build larger customer and distribution bases than ours. Our competitor’s services may be equal or superior to our services or that achieve greater market acceptance than ours.
Employees
At August 31, 2017, we had no full-time employees. None of our employees are covered by collective bargaining agreements.
Available Information
We do not have a corporate website. Our reports, registration statements and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected, and copies ordered, at the public reference facilities maintained by the SEC at the following location: 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.
| - 4 - |
Not applicable to a smaller reporting company.
Item 1B. Unresolved Staff Comments.
None
Our principal executive offices in Hong Kong which we share with our controlling shareholder 57 Society International Limited (“57 Society”) are furnished to us by 57 Society without charge. We are searching for additional office space to accommodate future growth.
From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the OTCQB tier of the OTC Markets Group, Inc. and has been quoted under the symbol “VCOR” since July 2016. Our stock is thinly traded on the OTCQB and there can be no assurance that a liquid market for our common stock will ever develop.
The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended August 31, 2017 and 2016. This information was obtained from the OTCQB and reflects inter-dealer prices without retail mark-up, markdown or commission and may not necessarily represent actual transactions.
| Quarter Ended | High | Low | ||||||
| Fiscal Year 2017 | ||||||||
| August 31, 2017 | $ | 16.00 | $ | 16.00 | ||||
| May 31, 2017 | $ | 16.00 | $ | 1.00 | ||||
| February 28, 2017 | $ | 1.00 | $ | 1.00 | ||||
| November 30, 2016 | $ | 1.00 | $ | 1.00 | ||||
| Fiscal Year 2016 | ||||||||
| August 31, 2016 | $ | 1.00 | $ | 0.05 | ||||
| May 31, 2016 | $ | - | $ | - | ||||
| February 28, 2016 | $ | - | $ | - | ||||
| November 30, 2015 | $ | - | $ | - | ||||
Security Holders
As of November 22, 2017, there were approximately 28 record holders, an unknown number of additional holders whose stock is held in “street name” and 5,280,000 shares of common stock issued and outstanding.
Dividend Policy
We have never paid a cash dividend on our common stock. We currently intend to retain all earnings, if any, to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.
| - 5 - |
Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None.
Item 6 – Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and associated notes appearing elsewhere in this Report on Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including the risks and uncertainties described under “Risk Factors.”
Company Overview
The Company was formed to continue the development and distribution of a software solution that provides visual online data resource for our customers to integrate with third party implementations.
Following the sale of a controlling interest in the Company on August 12, 2016, management decided to discontinue the Company’s former business and began to seek a new business opportunity by way of developing and launching a mobile device application (APP) that encourages community building centered around the use of a cloud-based APP. The concept for development of this APP surrounds the use of “Numbers 1-9” where products are expected to be customizable according to individual color preferences and suitable number combinations. The Company is also seeking businesses to acquire.
Concurrently with the sale of the controlling interest in the Company in August 2016, Choong Jeng Hew was appointed as our Chief Executive Officer and Director and Chip Jin Eng was appointed as our Chief Financial Officer, Treasurer, Secretary and Director. At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and director. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
Recent Events
In connection with the Company’s plan to expand its business and rebrand its identity, the Company changed its name to VISIBER57 CORP. and its trading symbol to “VCOR” effective April 11, 2017.
Results of Operations
The following comparative analysis on results of operations was based primarily on the comparative audited financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.
Revenue . We did not generate revenues for the years ended August 31, 2017 and 2016.
Total Operating Expenses . We incurred operating expenses for the year ended August 31, 2017, in the amount of $76,526 compared to $39,583 for the year ended August 31, 2016, an increase of $36,943 or 93.3%. The increase was attributable to an increase in professional fees of $30,708 or 96.9% and general and administrative expenses of $6,235 or 79.0%.
Income from Discontinued Operations . On August 12, 2016, our discontinued activities related to the electronic management and appointment of licensed producers in the insurance industry. Accordingly, the operating results of this business have been classified as discontinued operations in our statements of operations for all periods presented. During the years ended August 31, 2017 and 2016, we generated $0 and $33,750 in revenues from a related party and incurred operating expenses of $0 and $12,035 and reflected income from discontinued operation of $0 and $21,715 respectively.
| - 6 - |
Net Loss . We incurred losses for the year ended August 31, 2017, in the amount of $76,526 compared to a loss for the year ended August 31, 2016 in the amount of $17,868.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of August 31, 2017, working capital deficit amounted to $75,234, an increase of $76,526 of working capital deficit as compared to working capital of $1,292 as of August 31, 2016. This increase in working capital deficit is primarily a result of an increase in the current liability account due to related party of $69,998 and a decrease in prepaid expenses of $6,603.
We do not have sufficient resources to effectuate all aspects of our business plan. We will have to raise additional funds to pay for all of our planned expenses. We potentially will have to issue additional debt or equity, or enter into a strategic arrangement with a third party to carry out some aspects of our business plan. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company. We are dependent upon our controlling shareholders to provide or loan us funds to meet our working capital needs.
Property and Equipment . The Company currently owns no equipment.
In 2016, the Company issued 215,000 shares of its common stock for $10,750 in cash.
In 2017, the Company issued 0 shares of its common stock for $0 in cash.
| Balance Sheet Data | August 31, 2017 | August 31, 2016 | ||||||
| Cash | $ | - | $ | - | ||||
| Total Assets | $ | 1,730 | $ | 8,333 | ||||
| Total Liabilities | $ | 76,964 | $ | 7,041 | ||||
| Shareholders’ Equity (Deficit) | $ | (75,234 | ) | $ | 1,292 | |||
During the year ended August 31, 2017, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $65,003 of operating expenses and made $4,995 prepayment on behalf of the Company. As of August 31, 2017 and August 31, 2016, we had an outstanding payable to 57 Society in the amount of $73,979 and $3,981, respectively, an increase of $69,998. The payable is unsecured, does not bear interest and is due on demand.
For the year ended August 31, 2017, net cash provided by operating activities amounted to $0 as compared to net cash used in operating activities for the year ended August 31, 2016 of $3,339.
For year ended August 31, 2017, net cash flow provided by financing activities amounted to $0 as compared to net cash flow used in financing activities for the year ended August 31, 2016 of $5,578. During the year ended August 31, 2016, we received proceeds from the sale of common stock of $10,750 and we repaid net related party advances of $16,328.
We do not have sufficient resources to effectuate all aspects of our business plan. We will have to raise additional funds to pay for all of our planned expenses. We potentially will have to issue additional debt or equity, or enter into a strategic arrangement with a third party to carry out some aspects of our business plan. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company. We are dependent upon our controlling shareholders to provide or loan us funds to meet our working capital needs.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, we had a net loss from continuing operations of $76,526 and $39,583 for the years ended August 31, 2017 and 2016, respectively. The working capital deficit was $75,234 as of August 31, 2017.Additionally, the Company discontinued its operating business and is seeking new business opportunities and acquisitions. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from related party working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| - 7 - |
In the opinion of our independent registered public accounting firm for our fiscal year end August 31, 2017, our auditor included a statement that as a result of our accumulated deficit at August 31, 2017, our net loss and net cash used in operating activities for the reporting period then ended, there is a substantial doubt as our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of August 31, 2017, we have no off-balance sheet arrangements.
Critical 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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Effect of Recently Issued Accounting Pronouncements
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on our financial position, results of operations or cash flows.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Board of Directors and Stockholders
VISIBER57 CORP. (formerly known as eBizware, Inc.)
Kowloon, Hong Kong
We have audited the accompanying balance sheets of VISIBER57 CORP. (formerly known as eBizware, Inc.) (the “Company”) as of August 31, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VISIBER57 CORP. (formerly known as eBizware, Inc.) as of August 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ MaloneBailey, LLP | |
| www.malonebailey.com | |
| Houston, Texas | |
| November 28, 2017 |
| - 8 - |
VISIBER57 CORP.
(formerly known as eBizware, Inc.)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
| F- 2 |
VISIBER57 CORP.
(formerly known as eBizware, Inc.)
STATEMENTS OF OPERATIONS
| For the Years Ended | ||||||||
| August 31, | ||||||||
| 2017 | 2016 | |||||||
| OPERATING EXPENSES: | ||||||||
| Professional fees | 62,398 | 31,690 | ||||||
| General and administrative expense | 14,128 | 7,893 | ||||||
| Total Operating Expenses | 76,526 | 39,583 | ||||||
| LOSS BEFORE INCOME TAX | (76,526 | ) | (39,583 | ) | ||||
| INCOME TAX EXPENSE | - | - | ||||||
| LOSS FROM CONTINUING OPERATIONS | (76,526 | ) | (39,583 | ) | ||||
| DISCONTINUED OPERATIONS: | ||||||||
| Income from discontinued operations, net of tax | - | 21,715 | ||||||
| NET LOSS | $ | (76,526 | ) | $ | (17,868 | ) | ||
| BASIC AND DILUTED LOSS PER COMMON SHARE: | ||||||||
| Loss from continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Income from discontinued operations, net of tax | 0.00 | 0.00 | ||||||
| Net loss per common shares - basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic and diluted | 5,280,000 | 5,274,713 | ||||||
The accompanying notes are an integral part of these financial statements.
| F- 3 |
VISIBER57 Corp.
(formerly known as eBizware, Inc.)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| Number of | Number of | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||
| Balance, August 31, 2015 | - | - | 5,065,000 | 507 | 3,243 | (5,340 | ) | (1,590 | ) | |||||||||||||||||||
| Issuance of common stock for cash | - | - | 215,000 | 21 | 10,729 | - | 10,750 | |||||||||||||||||||||
| Capital contribution from stockholder | - | - | - | - | 10,000 | - | 10,000 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (17,868 | ) | (17,868 | ) | |||||||||||||||||||
| Balance, August 31, 2016 | - | - | 5,280,000 | 528 | 23,972 | (23,208 | ) | 1,292 | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (76,526 | ) | (76,526 | ) | |||||||||||||||||||
| Balance, August 31, 2017 | - | $ | - | 5,280,000 | $ | 528 | $ | 23,972 | $ | (99,734 | ) | $ | (75,234 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F- 4 |
VISIBER57 CORP.
(formerly known as eBizware, Inc.)
STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||
| August 31, | ||||||||
| 2017 | 2016 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (76,526 | ) | $ | (17,868 | ) | ||
| Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable - related party - discontinued operations | - | 15,000 | ||||||
| Prepaid expenses | 11,598 | 1,667 | ||||||
| Accounts payable | 64,928 | 15,362 | ||||||
| Accounts payable - related party - discontinued operations | - | (17,500 | ) | |||||
| NET CASH USED IN OPERATING ACTIVITIES | - | (3,339 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | - | 10,750 | ||||||
| Proceeds from related party | - | 2,000 | ||||||
| Repayments to related party | - | (18,328 | ) | |||||
| NET CASH USED IN FINANCING ACTIVITIES | - | (5,578 | ) | |||||
| NET DECREASE IN CASH | - | (8,917 | ) | |||||
| CASH AND CASH EQUIVALENTS - beginning of year | - | 8,917 | ||||||
| CASH AND CASH EQUIVALENTS - end of year | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
| NON-CASH TRANSACTIONS: | ||||||||
| Prepayment made by related party | $ | 4,995 | $ | 10,000 | ||||
| Operating expenses paid by related party | $ | 65,003 | $ | 18,831 | ||||
| Forgiveness of related party payables | $ | - | $ | 10,000 | ||||
The accompanying notes are an integral part of these financial statements.
| F- 5 |
VISIBER57 Corp.
(formerly known as eBizware, Inc.)
Notes to Financial Statements
August 31, 2017
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
VISIBER57 Corp. (the “Company”), formerly eBizware, Inc., was incorporated in the State of Delaware on December 31, 2013 and established a fiscal year end of August 31. The Company was engaged in the electronic management and appointment of licensed producers in the insurance industry of the United States.
On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor (the “Seller”), the Company’s former Chief Executive Officer and Director entered into and closed on a Share Purchase Agreement (the “Agreement”) with 57 Society International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the Seller a total of 5,000,000 shares of the Company’s common stock. The shares acquired represent approximately 94.70% of the issued and outstanding shares of common stock of the Company. Following the closing of the agreement, Mark W. DeFoor resigned from all positions held of the Company and Choong Jeng Hew was appointed as the Chief Executive Officer and President of the Company. The Company then ceased its activities in the electronic management and appointment of licensed producers in the insurance industry and abandoned that business model.
On March 23, 2017, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017 in order to expand its business and rebrand its identity. The Company is currently seeking new business opportunities or acquisitions.
NOTE 2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and discontinued operations
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission.
On August 12, 2016, in connection with the Agreement discussed in Note 1, the Company discontinued activities related to the electronic management and appointment of licensed producers in the insurance industry. Accordingly, the operating results of this business have been classified as discontinued operations in our statements of operations for the year ended August 31, 2016. Unless otherwise indicated, all disclosures and amounts in the notes to the financial statements relate to the Company’s continuing operations.
Going concern
These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company had a net loss from operations of $76,526 for the year ended August 31, 2017. The working capital deficit was $75,234 as of August 31, 2017. Additionally, the Company discontinued its operating business and is seeking new business opportunities and acquisitions. These factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from related party working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates.
| F- 6 |
Fair value of financial instruments and fair value measurements
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheet for prepaid expenses and accounts payable approximate their fair market value based on the short-term maturity of these instruments.
Management believes it is not practical to estimate the fair value of due to related party because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Related party
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Income taxes
Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company follows the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes ” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. As of August 31, 2017 and 2016, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
Net loss per common share
Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed similar to basic net 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. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At August 31, 2017 and 2016, there were no outstanding common share equivalents.
| F- 7 |
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE – 3 – RELATED PARTY TRANSACTIONS
Our related parties are the following individuals and entities:
Mark W. DeFoor, the Company’s former Chief Executive Officer and Director;
Cool Creek Solutions, LLC., a company in which Mark W. DeFoor’ father, William DeFoor Jr., was a member;
simTraction LLC, a company in which Mark W. DeFoor is a member;
Choong Jeng Hew, the Company’s Chief Executive Officer, President and Director;
57 Society International Limited, a company under the common control of Choong Jeng Hew.
Accounts payable - related party
For the year ended August 31, 2016, Mark DeFoor advanced $2,000 to the Company, and paid $14,850 operating expenses on behalf of the Company. During that period, the Company repaid $18,328 to Mark DeFoor with $0 due as of August 31, 2016. For the year ended August 31, 2016, the Company made payment of $17,500 to simTraction LLC and there was no balance due as of August 31, 2016.
Due to related party
For the year ended August 31, 2016, 57 Society paid $3,981 operating expenses and made $10,000 prepayment on behalf of the Company. As of August 31, 2016, 57 Society forgave the $10,000 due to them related to prepayment and $10,000 was recorded in equity as an increase to additional paid-in capital. For the year ended August 31, 2017, 57 Society paid $65,003 of operating expenses and made $4,995 prepayment on behalf of the Company. As of August 31, 2017 and 2016, the Company had outstanding payable to 57 Society in the amount of $73,979 and $3,981, respectively. The payable is unsecured, does not bear interest and is due on demand.
The Company’s principal executive offices in Hong Kong, which it shares with its controlling shareholder, 57 Society, are furnished to the Company by 57 Society without any charge.
NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock sold for cash
On September 10, 2015 the Company issued 215,000 shares of its common stock for $10,750 at a price of $0.05 per share.
NOTE 5 – INCOME TAXES
The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforward. The net deferred tax asset has been fully offset by a valuation allowance because of the Company’s history of losses.
| August 31, 2017 | August 31, 2016 | |||||||
| Deferred Tax Assets: | ||||||||
| Net operating loss carryforward | $ | 33,910 | $ | 6,765 | ||||
| Total deferred tax assets before valuation allowance | 33,910 | 6,765 | ||||||
| Valuation allowance | (33,910 | ) | (6,765 | ) | ||||
| Net deferred tax assets | $ | — | $ | — | ||||
The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended August 31, 2017 and 2016 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The Company’s accumulated loss carryforward of $99,734 as of August 31, 2017 will start expiring in 2034.
| F- 8 |
Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred and could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expire prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.
The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2015, 2016 and 2017 Corporate Income Tax Returns are subject to Internal Revenue Service examination.
NOTE 6 - DISCONTINUED OPERATIONS
The results of operation of the Company’s discontinued business have been presented as discontinued operations for the year ended August 31, 2016. The following table provides the financial results included in income from discontinued operations during the years presented:
| Year ended | Year ended | |||||||
| August 31, 2017 | August 31, 2016 | |||||||
| Revenue – software revenue from related party | $ | - | $ | 33,750 | ||||
| Operating expenses | - | (12,035 | ) | |||||
| Income tax expense | - | - | ||||||
| Income from discontinued operation, net of tax | $ | - | $ | 21,715 | ||||
The revenue shown above was solely from Cool Creek Solutions, LLC.
For the years ended August 31, 2017 and 2016, net cash flows provided by discontinued operations consisted of the following:
| Year ended | Year ended | |||||||
| August 31, 2017 | August 31, 2016 | |||||||
| Income from discontinued operations | $ | - | $ | 21,715 | ||||
| Decrease in accounts receivable - related party | - | 15,000 | ||||||
| Decrease in accounts payable - related party | - | (17,500 | ) | |||||
| Net cash flows provided by discontinued operations | $ | - | $ | 19,215 | ||||
There were no cash flows provided by or used in investing activities from discontinued operations for the periods presented above.
| F- 9 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2017. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of August 31, 2017 for the reasons discussed below.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
| - 9 - |
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2017 because it identified the following material weakness:
| 1) | We do not have an Audit Committee. | |
| 2) | We did not maintain appropriate segregation of duties . | |
| 3) | We have not implemented policies and procedures that provide for multiple levels of supervision and review . | |
| 4) | The Company does not have well-established procedures to authorize and approve related party transactions. |
A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
| - 10 - |
Item 10. Directors, Executive Officers, and Corporate Governance.
Set forth below are the names and ages of our directors and executive officers and their principal occupations at present and for at least the past five years.
| Name | Age | Positions and Offices to be Held | ||
| Choong Jeng Hew | 49 | Chief Executive Officer, President and Director | ||
| Chip Jin Eng | 49 | Chief Financial Officer, Treasurer, Secretary and Director |
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.
The following is a brief description of the background on our recently appointed officer and director.
Choong Jeng Hew , age 49, has served as our Chief Executive Officer, President and member of our Board of Directors since August 12, 2016. Mr. Hew currently serves as the Chief Executive Officer of 57 Society and VISIBER Group of Companies, where he oversees their overall daily operations as well as strategic development. Prior to joining the Company, Mr. Hew worked at General Electric Information Services from 1992 to 1993, SITA/SCITOR from 1993 to 1994, Oracle Malaysia from 1997 to 1998 and Health Communication Network (HCN) from 1991 to 2001, where he had roles that included information technology and management, sales and marketing business development and strategic consulting. In addition, Mr. Hew was conferred the honorary title of Datoship by the State Sovereign of Pahang, Malaysia. Mr. Hew received a Bachelor of Science degree in Computer Science from Ohio State University. Mr. Hew also received a postgraduate diploma in Computer and Information Systems from the Curtin University of Technology in Australia in 1994.
As the Chief Executive Officer of our company, Mr. Hew brings our board his considerable experience in the strategic planning and growth of companies and qualifies him to continue to serve as a director or our company.
Chip Jin Eng , age 49, has served as our Chief Financial Officer, Treasurer, Secretary and Director since August 12, 2016. Mr. Eng currently serves as the Executive Director for VISIBER Sdn Bhd and VISIBER International (Singapore) Pte. Ltd and is the Chief Financial Officer of 57 Society. Since 2004 Mr. Eng has also served as an Independent Non-Executive Director and the Audit Committee Chairman of Oilcorp Bhd, a company listed on the Main Board of Bursa Malaysia stock exchange. Prior to joining 57 Society, since 1999, Mr. Jin established two consulting companies providing corporate advisory and consulting services. Mr. Eng was an auditor with Coopers & Lybrand, Charted Accountants in 1993 before joining Moores Rowland, Chartered Accountants in 1994. Mr. Jin graduated from the Royal Melbourne Institute of Technology, Melbourne, Australia and has been a Chartered Accountant registered with the Malaysian Institute of Accountants since 1996 and the Australian Society of Certified Practicing Accountants (ASCPA) since 2002.
As the Chief Financial Officer of our company, Mr. Eng brings our board his considerable experience in the finance and qualifies him to continue to serve as a director or our company.
There are no family relationships between any of the executive officers and directors.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Corporate Governance
Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
| - 11 - |
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.
Code of Ethics
We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.VISIBER57.com . We intend to post any amendments to the code, or any waivers of its requirements, on our website.
Board Structure
Our Board has not chosen to separate the positions of Chief Executive Officer and Chairman of the Board in recognition of the fact that our operations are sufficiently limited that such separation would not serve any useful purpose.
Role of Board in Risk Oversight Process
Management is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The whole board considers strategic risks and opportunities and receives reports from its officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.
Communications with the Board of Directors
Stockholders with questions about the Company are encouraged to contact the Company by sending communications to the attention of the Chief Executive Officer at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. If stockholders feel that their questions have not been sufficiently addressed through communications with the Chief Executive Officer, they may communicate with the Board of Directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer at the same address.
Director Compensation
Historically, our non-employee directors have not received compensation for their service outside the compensation set forth in the Summary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.
Procedures for Nominating Directors
There have been no material changes to the procedures by which security holders may recommend nominees to the Board during the quarter ended September 30, 2017.
| - 12 - |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during the fiscal year ended August 31, 2017.
Item 11. Executive Compensation
The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during our fiscal year ended August 31, 2017, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at August 31, 2017 whose compensation exceed $100,000 and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at August 31, 2017. Compensation information is shown for the fiscal years ended August 31, 2017 and 2016:
FISCAL 2017 SUMMARY COMPENSATION TABLE
| Name and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||
| Choong Jeng Hew, President and Chief | 2017 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
| Executive Officer (1) | 2016 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
| Chip Jin Eng, Chief Financial | 2017 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
| Officer (2) | 2016 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
(1) Mr. Hew was appointed as our President, Chief Executive Officer and Director on August 12, 2016.
(2) Mr. Eng was appointed Chief Financial Officer on August 12, 2016.
Employment Agreements with Executive Officers
At this time, we do not have any written employment agreement or other formal compensation agreements with our new officers and director. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2017
The following tables set forth, for each person listed in the Summary Compensation Table set forth above, as of August 31, 2017:
With respect to each option award -
| ● | the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separately identified by those exercisable and unexercisable; |
| - 13 - |
| ● | the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned; | |
| ● | the exercise price of such option; and | |
| ● | the expiration date of such option; and | |
| ● | with respect to each stock award - | |
| ● | the number of shares of our common stock that have been earned but have not vested; | |
| ● | the market value of the shares of our common stock that have been earned but have not vested; | |
| ● | the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not been earned; and | |
| ● | the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested and have not been earned. |
OUTSTANDING EQUITY AWARDS AT 2017 FISCAL YEAR-END
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
Option
Exercise Price
($) |
Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | |||||||||||||||||||||||||||
| Choong Jeng Hew | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Chip Jin Eng | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information known to us, as of November 22, 2017, relating to the beneficial ownership of shares of common stock by:
| ● | each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock; | |
| ● | each director; | |
| ● | each executive officer; and | |
| ● | all executive officers and directors as a group. |
Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have been exercised or converted.
| - 14 - |
The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock and preferred stock shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of VISIBER57 Corp., Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.
Common Stock
| Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class (1) |
||||||
| Choong Jeng Hew, President, Chief Executive Officer and Director (2) | 5,000,000 | 94.7 | % | |||||
| Chip Jin Eng, Chief Financial Officer | - | - | ||||||
| Total Held by Officers and Directors of Each Class (2 persons): | 5,000,000 | 94.7 | % | |||||
| Five Percent Shareholders | ||||||||
| 57 Society International Limited | 5,000,000 | 94.7 | % | |||||
(1) Includes, where applicable, shares of common stock issuable upon the exercise of warrants and conversion of debt held by such person that may be exercised within 60 days after November 22, 2017. Unless otherwise indicated, we believe that all persons named in the table above have sole voting power and/or investment power with respect to all shares of common stock beneficially, warrants and convertible debt owned by them.
(2) The number of shares beneficially owned by Mr. Hew includes 5,000,000 shares of common stock owned by 57 Society International Limited (“57 Society”). Mr. Hew has a pecuniary interest in and exercises voting and dispositive control over 100% of the Company’s common stock owned by 57 Society.
Item 13. Certain Relationships and Related Transactions and Director Independence
Our related parties are the following individuals and entities: Mark W. DeFoor, the Company’s former Chief Executive Officer and Director; Cool Creek Solutions, LLC., a company in which Mark W. DeFoor’ father, William DeFoor Jr., was a member; simTraction LLC, a company in which Mark W. DeFoor is a member; Choong Jeng Hew, the Company’s Chief Executive Officer, President and Director and 57 Society International Limited, a company under the common control of Choong Jeng Hew.
For the year ended August 31, 2016, Mark DeFoor advanced $2,000 to the Company, and paid $14,850 operating expenses on behalf of the Company. During that period, the Company repaid $18,328 to Mark DeFoor with $0 due as of August 31, 2016. For the year ended August 31, 2016, the Company made payment of $17,500 to simTraction LLC and there was no balance due as of August 31, 2016.
For the year ended August 31, 2016, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $3,981 operating expenses and made $10,000 prepayment on behalf of the Company. As of August 31, 2016, 57 Society forgave the $10,000 due to them related to prepayment and $10,000 was recorded in equity as an increase to additional paid-in capital. For the year ended August 31, 2017, 57 Society paid $65,003 of operating expenses and made $4,995 prepayment on behalf of the Company. As of August 31, 2017 and 2016, the Company had outstanding payable to 57 Society in the amount of $73,979 and $3,981, respectively. The payable is unsecured, does not bear interest and is due on demand.
For the year ended August 31, 2016, the Company had $33,750 related party revenues from Cool Creek Solutions, LLC. This revenue has been reflected in income from discontinued operation, net of taxes in the financial statements for the year ended August 31, 2016 included elsewhere in this report.
The Company’s principal executive offices in Hong Kong, which it shares with its controlling shareholder, 57 Society, are furnished to the Company by 57 Society without any charge.
| - 15 - |
Policy Regarding Transactions with Related Persons
We do not have a formal, written policy for the review, approval or ratification of transactions between us and any director or executive officer, nominee for director, 5% stockholder or member of the immediate family of any such person that are required to be disclosed under Item 404(a) of Regulation S-K. However, our policy is that any activities, investments or associations of a director or officer that create, or would appear to create, a conflict between the personal interests of such person and our interests must be assessed by our Chief Executive Officer and must be at arms’ length.
Item 14. Principal Accounting Fees and Services.
The following table shows the fees that were billed for the audit and other services provided by MaloneBailey, LLP for the fiscal years ended August 31, 2017 and 2016, respectively.
| 2017 | 2016 | |||||||
| Audit Fees | $ | 13,000 | $ | 10,800 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 13,000 | $ | 10,800 | ||||
Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees — This category consists of fees for other miscellaneous items.
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
| (a) | 1. | Financial Statements | |
| The Report of Independent Registered Public Accounting Firm is included on page 81 and the financial statements are included on pages F-2 through F- 9. | |||
| 2. | Financial Statement Schedules | ||
| All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. | |||
| 3. | Exhibits |
| - 16 - |
101.INS* XBRL INSTANCE DOCUMENT
101.SCH* XBRL TAXONOMY EXTENSION SCHEMA
101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
* Filed herewith.
| - 17 - |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISIBER57 Corp . | ||
| Dated: November 28, 2017 | By: | /s/ Choong Jeng Hew |
| Choong Jeng Hew, Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Choong Jeng Hew | President, Chief Executive Officer and Director | November 28, 2017 | ||
| Choong Jeng Hew | (principal executive officer) | |||
| /s/ Chip Jin Eng | Chief Financial Officer and Director | November 28, 2017 | ||
| Chip Jin Eng | (principal financial and accounting officer) |
| - 18 - |
1 Year VISIBER57 (CE) Chart |
1 Month VISIBER57 (CE) Chart |
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