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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.
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 February 20, 2020, 57
Society International Ltd. transferred 5,587,000 shares of the Company’s common stock to individual shareholders. The
ownership of 57 Society International Ltd. decreased from 94.70% to 52.37%.
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.
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 Six Months Ended February 28, 2021 and February 29, 2020
Revenue
The
Company did not generate revenues during the three and six months ended February 28, 2021 and February 29, 2020.
Total
Operating Expenses
For
the three months ended February 28, 2021, the Company incurred operating expenses, in the amount of $4,396 compared to $9,875
for the three months ended February 29, 2020, a decrease of $5,479 or 55.48%. The decrease was attributable to a decrease in professional
fees of $5,000 or 94.34%, primarily due to reduction in accounting fees.
For
the six months ended February 28, 2021, the Company incurred operating expenses in the amount of $16,898 compared to $27,081 for
the six months ended February 29, 2020, a decrease of $10,183 or 37.6%. The decrease was attributable to a decrease in professional
fees of $9,300 or 53.45%, primarily due to reduction in accounting fees and a decrease in general and administrative expenses.
Net
Loss
The
Company incurred a net loss for the three months ended February 28, 2021 in the amount of $4,396 compared to $9,875 for the
three months ended February 29, 2020, a decrease of $5,479 or 55.48%. This was a result of the decrease in total operating
expenses as discussed above.
The
Company incurred a net loss for the six months ended February 28, 2021, in the amount of $16,898 compared to $27,081 for the six
months ended February 29, 2020, a decrease of $10,183 or 37.6%. 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 February 28,
2021, the Company’s working capital deficit amounted to $285,856, an increase of $16,898 or 6% of working capital deficit
as compared to working capital deficit of $268,958 as of August 31, 2020. 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 $23,352 or 8.78%
offset with an increase in prepaid expenses of $6,249 or 268.20% and a decrease in accounts payable of $205 or 3.88%.
During
the six months ended February 28, 2021 and February 29, 2020, 57 Society, a Company under the common control of Choong Jeng Hew,
the Company’s Chief Executive Officer, paid $8,357 and $20,783, of operating expenses, respectively, and made $14,995 and
$4,493 prepayment, respectively, on behalf of the Company. As of February 28, 2021 and August 31, 2020, the Company had an outstanding
payable to 57 Society in the amount of $289,355 and $266,003, respectively. The payable is unsecured, does not bear interest and
is due on demand.
For
the three and six months ended February 28, 2021 and February 29, 2020, 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.
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 $16,898 and $27,081 for the six months ended
February 28, 2021 and February 29, 2020, respectively. The working capital deficit was $285,856 as of February 28, 2021. The net
cash generated from operating activities was $0 for both six months ended February 28, 2021 and February 29, 2020. 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 February 28, 2021, 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.
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ITEM
4.
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CONTROLS
AND PROCEDURES
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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.
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 February 28, 2021 because it identified the following material
weakness:
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1)
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We
do not have an Audit Committee.
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2)
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We
did not maintain appropriate segregation of duties.
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3)
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We
have not implemented policies and procedures that provide for multiple levels of supervision and review.
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4)
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The
Company does not have well-established procedures to authorize and approve related party transactions.
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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.
