Quarterly Report (10-q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal period ended: May 31, 2020

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

VISIBER57 CORP.

(Exact name of small business issuer as specified 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		852-6194 4999
(Address of principal executive offices and zip code)		(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES [X] NO [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

Large accelerated filer		Accelerated filer		Non-accelerated filer		Smaller reporting company		Emerging growth company
[  ]		[  ]		[X]		[X]		[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [  ]

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
N/A		N/A		N/A

 

As of July 9, 2020, 13,200,000 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

 

 

 

 

VISIBER57 CORP.

 

Form 10-Q

May 31, 2020

 

INDEX

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
SIGNATURE		15

 

2

 

PART I - FINANCIAL INFORMATION

 

FINANCIAL STATEMENTS

 

VISIBER57 CORP.

BALANCE SHEETS

 

		May 31, 2020				August 31, 2019
			(Unaudited)
ASSETS
CURRENT ASSETS:
Prepaid expenses		$	6,827			$	14,330
Total Current Assets			6,827				14,330
TOTAL ASSETS		$	6,827			$	14,330
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable		$	2,684			$	3,800
Due to related party			263,265				232,000
Total Current Liabilities			265,949				235,800
TOTAL LIABILIITES			265,949				235,800
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value, authorized: 75,000,000 shares no shares issued and outstanding at May 31, 2020 and August 31, 2019			-				-
Common stock, $0.0001 par value, authorized: 425,000,000 shares 13,200,000 shares issued and outstanding at May 31, 2020 and August 31, 2019 (*)			1,320				1,320
Additional paid-in capital (*)			23,180				23,180
Accumulated deficit			(283,622	)			(245,970	)
TOTAL STOCKHOLDERS’ DEFICIT			(259,122	)			(221,470	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	6,827			$	14,330

 

(*) Effective November 8, 2019, the Company affected a forward stock split, whereby each share of common stock issued and outstanding immediately prior to the effective time was automatically and without any action on the part of the respective holders thereof, split and converted into two and one half shares of common stock (the “2.5-for-1 Forward Stock Split”). The authorized number of shares and par value per share remained unchanged. The Company’s prior period capital accounts have been retroactively stated to reflect the 2.5-for-1 Forward Stock Split.

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3

 

VISIBER57 CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended								For the Nine Months Ended
		May 31,								May 31,
		2020				2019				2020				2019
REVENUES		$	-			$	-			$	-			$	-
OPERATING EXPENSES:
Professional fees			5,735				12,296				23,135				40,634
General and administrative expense			4,836				4,602				14,517				13,614
Total Operating Expenses			10,571				16,898				37,652				54,248
LOSS BEFORE INCOME TAX			(10,571	)			(16,898	)			(37,652	)			(54,248	)
INCOME TAX EXPENSE			-				-				-				-
LOSS FROM CONTINUING OPERATIONS			(10,571	)			(16,898	)			(37,652	)			(54,248	)
NET LOSS		$	(10,571	)		$	(16,898	)		$	(37,652	)		$	(54,248	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
Net loss per common shares - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted (*)			13,200,000				13,200,000				13,200,000				13,200,000

 

(*) Effective November 8, 2019, the Company affected a forward stock split, whereby each share of common stock issued and outstanding immediately prior to the effective time was automatically and without any action on the part of the respective holders thereof, split and converted into two and one half shares of common stock (the “2.5-for-1 Forward Stock Split”). The authorized number of shares and par value per share remained unchanged. The Company’s prior period capital accounts have been retroactively stated to reflect the 2.5-for-1 Forward Stock Split.

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4

 

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Nine Months Ended May 31, 2020

(Unaudited)

 

		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, 2019			-			$	-				13,200,000			$	1,320			$	23,180			$	(245,970	)		$	(221,470	)
Net loss			-				-				-				-				-				(17,206	)			(17,206	)
Balance at November 30, 2019			-			$	-				13,200,000			$	1,320			$	23,180			$	(263,176	)		$	(238,676	)
Net loss			-				-				-				-				-				(9,875	)			(9,875	)
Balance at February 29, 2020			-			$	-				13,200,000				1,320				23,180				(273,051	)			(248,551	)
Net loss			-				-				-				-				-				(10,571	)			(10,571	)
Balance at May 31, 2020			-			$	-				13,200,000				1,320				23,180				(283,622	)			(259,122	)

 

(*) Effective November 8, 2019, the Company affected a forward stock split, whereby each share of common stock issued and outstanding immediately prior to the effective time was automatically and without any action on the part of the respective holders thereof, split and converted into two and one half shares of common stock (the “2.5-for-1 Forward Stock Split”). The authorized number of shares and par value per share remained unchanged. The Company’s prior period capital accounts have been retroactively stated to reflect the 2.5-for-1 Forward Stock Split.

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5

 

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Nine Months Ended May 31, 2019

(Unaudited)

 

		Preferred Stock								Common Stock (*)								Additional								Total
		Number of								Number of								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital (*)				Deficit				Deficit
Balance at August 31, 2018			-			$	-				13,200,000			$	1,320			$	23,180			$	(177,144	)		$	(152,644	)
Net loss			-				-				-				-				-				(23,237	)			(23,237	)
Balance at November 30, 2018			-			$	-				13,200,000			$	1,320			$	23,180			$	(200,381	)		$	(175,881	)
Net loss			-				-				-				-				-				(14,113	)			(14,113	)
Balance at February 28, 2019			-			$	-				13,200,000			$	1,320			$	23,180			$	(214,494	)		$	(189,994	)
Net loss			-				-				-				-				-				(16,898	)			(16,898	)
Balance at May 31, 2019			-			$	-				13,200,000			$	1,320			$	23,180			$	(231,392	)		$	(206,892	)

 

(*) Effective November 8, 2019, the Company affected a forward stock split, whereby each share of common stock issued and outstanding immediately prior to the effective time was automatically and without any action on the part of the respective holders thereof, split and converted into two and one half shares of common stock (the “2.5-for-1 Forward Stock Split”). The authorized number of shares and par value per share remained unchanged. The Company’s prior period capital accounts have been retroactively stated to reflect the 2.5-for-1 Forward Stock Split.

 

The accompanying notes are an integral part of these unaudited financial statements.

 

6

 

VISIBER57 CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended
		May 31,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(37,652	)		$	(54,248	)
Adjustments to reconcile net loss from operations to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses			8,752				13,326
Accounts payable			28,900				40,922
NET CASH USED IN OPERATING ACTIVITIES			-				-
NET DECREASE IN CASH			-				-
CASH AND CASH EQUIVALENTS - beginning of period			-				-
CASH AND CASH EQUIVALENTS - end of period		$	-			$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	-			$	-
Income taxes		$	-			$	-
NON-CASH TRANSACTIONS:
Prepayment made by related party		$	1,249			$	5,990
Operating expenses paid by related party		$	30,016			$	38,338

 

The accompanying notes are an integral part of these unaudited financial statements.

 

7

 

VISIBER57 CORP.

Notes to Unaudited Financial Statements

May 31, 2020

 

NOTE 1 –

ORGANIZATION AND NATURE OF OPERATIONS

 

VISIBER57 Corp. (the “Company”), was incorporated in the State of Delaware on December 31, 2013 and established a fiscal year end of August 31. 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.

 

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All share and per share amounts in the accompanying financial statements for the prior period have been retroactively adjusted to reflect the Forward Stock Split.

 

NOTE 2 –

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited 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.

 

Going concern

 

These unaudited 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 unaudited financial statements, the Company had a net loss of $37,652 and $54,248 for the nine months ended May 31, 2020 and 2019, respectively. The working capital deficit was $259,122 as of May 31, 2020. The net cash generated from operating activities was $0 for both nine months ended May 31, 2020 and 2019. 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 unaudited 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.

 

8

 

VISIBER57 CORP.

Notes to Unaudited Financial Statements

May 31, 2020

 

Related party

 

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

 

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 May 31, 2020, there were no outstanding common share equivalents.

 

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

 

During the nine months ended May 31, 2020 and 2019, 57 Society, a Company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $30,016 and $38,338, of operating expenses, respectively, and made $1,249 and $5,990 prepayment, respectively, on behalf of the Company. As of May 31, 2020 and August 31, 2019, the Company had an outstanding payable to 57 Society in the amount of $263,265 and $232,000, 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 –

COMMON STOCK

 

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All share and per share amounts in the accompanying financial statements for the prior period have been retroactively adjusted to reflect the Forward Stock Split.

 

9

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q 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.

 

We caution that these 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.

 

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.

 

Company Overview

 

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 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 Company’s former Chief Executive Officer and Director, entered into and closed on that certain Share Purchase Agreement with 57 Society, whereby 57 Society purchased from Mr. DeFoor a total of 5,000,000 shares of the Company’s common stock 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. 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 from eBizware, Inc. to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017. The Company is currently seeking new business opportunities or acquisitions including the exploration of acquiring, developing and launching a cloud-based application (APP) that utilizes a predictive algorithm to foster closely knitted communities made up of individuals, families and businesses from a diverse background.

 

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All issued and outstanding shares and per share amounts in the accompanying historical financial statements have been retroactively adjusted to reflect the Forward Stock Split.

 

On March 6 2020, 57 Society had transferred 5,587,000 shares which represent approximately 42.33% of the issued and outstanding shares of common stock of the Company to third parties.

 

No timetable has been set to accomplish our business objectives and we do not presently have any firm commitment from any third parties to acquire or develop this business or raise the capital needed upon terms acceptable to us. When we commence this implementation and secure financing, we will identify our plan of operations, a marketing strategy, opportunities and competition.

 

10

 

Results of Operations

 

The following comparative analysis on results of operations was based primarily on the comparative unaudited 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.

 

Three and Nine Months Ended May 31, 2020 and 2019

 

Revenue

 

The Company did not generate revenues during the three and nine months ended May 31, 2020 and 2019.

 

Total Operating Expenses

 

For the three months ended May 31, 2020, the Company incurred operating expenses, in the amount of $10,571 compared to $16,898 for the three months ended May 31, 2019, a decrease of $6,327 or 37%. The decrease was attributable to a decrease in professional fees of $6,561 or 53%, primarily due to reduction in legal fees.

 

For the nine months ended May 31, 2020, the Company incurred operating expenses in the amount of $37,652 compared to $54,248 for the nine months ended May 31, 2019, a decrease of $16,596 or 31%. The decrease was attributable to a decrease in professional fees of $17,499 or 43%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $903 or 7%.

 

Net Loss

 

The Company incurred a net loss for the three months ended May 31, 2020 in the amount of $10,571 compared to $16,898 for the three months ended May 31, 2019, a decrease of $6,327 or 37%. This was a result of the decrease in total operating expenses as discussed above.

 

The Company incurred a net loss for the nine months ended May 31, 2020, in the amount of $37,652 compared to $54,248 for the nine months ended May 31, 2019, a decrease of $16,596 or 31%. This decrease is a result of the decrease in total operating expenses discussed above.

 

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 May 31, 2020, the Company’s working capital deficit amounted to $259,122, an increase of $37,652 or 17% of working capital deficit as compared to working capital deficit of $221,470 as of August 31, 2019. This increase in working capital deficit was primarily a result of an increase in the current liability accounts resulting from an increase in due to related party of $31,265 or 13% offset by a decrease in prepaid expenses of $7,503 or 52% and a decrease in accounts payable of $1,116 or 29%.

 

During the nine months ended May 31, 2020 and 2019, 57 Society, a Company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $30,016 and $38,338, of operating expenses, respectively, and made $1,249 and $5,990 prepayment, respectively, on behalf of the Company. As of May 31, 2020 and August 31, 2019, the Company had an outstanding payable to 57 Society in the amount of $263,265 and $232,000, respectively. The payable is unsecured, does not bear interest and is due on demand.

 

For the three and nine months ended May 31, 2020 and 2019, net cash used in operating activities amounted to $0 for both periods.

 

We do not have sufficient resources to effectuate 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 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.

 

11

 

Going Concern

 

These unaudited 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 unaudited financial statements, the Company had a net loss of $37,652 and $54,248 for the nine months ended May 31, 2020 and 2019, respectively. The working capital deficit was $259,122 as of May 31, 2020. The net cash generated from operating activities was $0 for both nine months ended May 31, 2020 and 2019. 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 unaudited 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.

 

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 May 31, 2020, we had 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.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

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.

 

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.

 

12

 

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 May 31, 2020 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.

 

Changes in Internal Controls over Financial Reporting.

 

There have been no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

None.

 

ITEM 1A.

RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

None.

 

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ITEM 6.

EXHIBITS

 

Exhibits

 

3.1		Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-201239) filed with the SEC on December 23, 2014).
3.2		Certificate of Amendment to the Certificate of Incorporation of eBizware Inc. filed with the Delaware Secretary of State on March 23, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on April 11, 2017).
3.3		Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-201239) filed with the SEC on December 23, 2014).
31.1*		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
31.2*		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
32.1*		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

* filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	VISIBER57 CORP.
Date: July 9, 2020	By:	/s/ Choong Jeng Hew
		Choong Jeng Hew
		President and Chief Executive Officer (Principal Executive Officer)
Date: July 9, 2020	By:	/s/ Chip Jin Eng
		Chip Jin Eng
		Chief Financial Officer
		(Principal Financial Officer)

 

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