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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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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. Factors that could cause our actual results of operations
and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form
10-K as filed with the SEC on December 15, 2016, as the same may be updated from time to time in documents that we file with the
SEC.
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 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.
On
August 12, 2016, in connection with the sale of a controlling interest in our company, Mark W. DeFoor the Company’s former
Chief Executive Officer and Director entered into and closed on that certain Share Purchase Agreement (the “Agreement”)
with 57 Society, whereby 57 Society purchased from Mr. DeFoor 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 94.7% of the issued
and outstanding shares of common stock of the Company.
On
August 12, 2016, the Company discontinued its activities related to the electronic management and appointment of licensed producers
in the insurance industry and commenced exploration of its new business 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.
Concurrently
with the closing of the Stock Purchase Agreement, Choong Jeng Hew was appointed as our Chief Executive Officer and sole Director
and Chip Jin Eng was appointed as our Chief Financial Officer, treasurer and secretary. 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.
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.
The
results of operations of the Company’s discontinued business have been presented as a discontinued operations for
the three and nine months ended May 31, 2017 and 2016. See Note 4 to the Notes to Financial Statements included elsewhere in this
report.
Revenue
.
We did not generate revenues during the three and nine months ended May 31, 2017 and 2016.
Total
Operating Expenses
. For the three months ended May 31, 2017, we incurred operating expenses in the amount of $24,485 compared
to $2,478 for the three months ended May 31, 2016, an increase of $22,007 or 888%. The increase was attributable to an increase
in professional fees of $20,107 and general and administrative expenses of $1,900. For the nine months ended May 31, 2017, we
incurred operating expenses in the amount of $60,262 compared to $29,159 for the nine months ended May 31, 2016, an increase of
$31,103 or 107%. The increase was attributable to an increase in professional fees of $26,462 and general and administrative expenses
of $4,641.
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 three months ended May 31, 2017 and 2016, we
generated $0 and $11,250 in revenues from a related party and incurred operating expenses of $0 and $3,000, and reflected income
from discontinued operation of $0 and $8,250 respectively. During the nine months ended May 31, 2017 and 2016, we generated $0
and $33,750 in revenues from a related party and incurred operating expenses of $0 and $8,740 and reflected income from discontinued
operation of $0 and $25,010 respectively.
Net
Income (Loss)
. We incurred a net loss for the three months ended May 31, 2017 in the amount of $24,485 compared to a net
income for the three months ended May 31, 2016 in the amount of $5,772. We incurred a net loss for the nine months ended May 31,
2017 in the amount of $60,262 compared to a net loss for the nine months ended May 31, 2016 in the amount of $4,149.
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, 2017,
working capital deficit amounted to $58,970, an increase of $60,262 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 $55,642 and a decrease in prepaid expenses of $3,890.
During
the nine months ended May 31, 2017, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief
Executive Officer, paid $50,647 of operating expenses and made $4,995 prepayment on behalf of the Company. As of May 31, 2017
and August 31, 2016, we had an outstanding payable to 57 Society in the amount of $59,623 and $3,981, respectively. The payable
is unsecured, does not bear interest and is due on demand.
For
the nine months ended May 31, 2017, net cash provided by operating activities amounted to $0 as compared to net cash used in operating
activities for the nine months ended May 31, 2016 of $18,019. For the nine months ended May 31, 2017, net cash flow provided by
financing activities amounted to $0 as compared to net cash flow from financing activities for the nine months ended May 31, 2016
of $9,331. During the nine months ended May 31, 2016, we received proceeds from the sale of common stock of $10,750 and we repaid
net related party advances of $1,419.
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 $60,262 and $4,149 for the nine months ended May 31, 2017
and 2016, respectively. The net cash provided by operations of $0 for the nine months ended May 31, 2017 and 57 Society, a company
under the common control of Choong Jeng Hew, our Chief Executive Officer, paid $50,647 of operating expenses and made $4,995 prepayment
on behalf of the Company. Additionally, we discontinued our operating business and are seeking new business opportunities and
acquisitions. These factors raise substantial doubt about our ability to continue as a going concern. Management cannot provide
assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or
equity capital. We are seeking to raise capital through additional debt and/or equity financings to fund our operations in the
future. Although we have 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 we will need to curtail our
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.
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, 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.
