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 was
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 5, 2021, the Company
relocated its headquarter to No. 104-2F, Section 1, Yanping North Road,Datong District, Taipei City 10341, Taiwan.
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%.
On
June 7, 2021, the Company’s Board of Directors has authorized the Company to create a new series of one share of preferred stock
designated the Series A Preferred Stock at par value of $0.0001 per share. The voting power of each share of Series A Preferred Stock
is equal to 110% of the issued and outstanding shares of common stock of the Company. Each share of Series A Preferred Stock shall be
convertible into one fully paid and non-assessable share of common stock at the option of the holder. An option to purchase 6,200,000
shares of common stock of the Company in consideration for 1 share of Series A Preferred Stock is granted.
On
June 8, 2021, 57 Society International Ltd. had completed the transfer of 6,200,000 shares of common stock to the Company. The ownership
of 57 Society International Ltd. decreased from 52.37% to 10.19%. On July 8, 2021, the Company and 57 Society International Ltd. entered
into a stock purchase agreement. Pursuant to the agreement, the Company issued one share of Series A Preferred Stock to 57 Society International
Ltd. in consideration of the return of 6,200,000 shares of common stock.
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, 2022 and 2021
Revenue
The
Company did not generate revenues during the three and six months ended February 28, 2022 and 2021.
Total
Operating Expenses
For
the three months ended February 28, 2022, the Company incurred operating expenses, in the amount of $15,857 compared to $4,396 for the
three months ended February 28, 2021, an increase of $11,461 or 261%. The increase was attributable to an increase in professional fees
of $11,000 or 3,000%, primarily due to increase in accounting fees.
For
the six months ended February 28, 2022, the Company incurred operating expenses in the amount of $24,759 compared to $16,898 for the
six months ended February 28, 2021, an increase of $7,861 or 46.5%. The increase was attributable to an increase in professional fees
of $7,500 or 67.9%, primarily due to increase in accounting fees.
Net
Loss
The
Company incurred a net loss for the three months ended February 28, 2022, in the amount of $15,857 compared to $4,396 for the three months
ended February 28, 2021, an increase of $11,461 or 261%. This increase is a result of the increase in total operating expenses discussed
above.
The
Company incurred a net loss for the six months ended February 28, 2022, in the amount of $24,759 compared to $16,898 for the six months
ended February 28, 2021, an increase of $7,861 or 46.5%. This increase was a result of the increase 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,
2022, the Company’s working capital deficit amounted to $330,132, an increase of $24,759 or 7.45% of working capital deficit
as compared to working capital deficit of $305,373 as of August 31, 2021. 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 $25,079 or 8.26% and
accounts payable of $6,600 or 224.34%.
During
the six months ended February 28, 2022 and 2021, 57 Society, a Company under the common control of Choong Jeng Hew, the Company’s
Chief Executive Officer, paid $16,912 and $8,357 of operating expenses, respectively, and made $8,167 and $14,995 prepayment, respectively,
on behalf of the Company. As of February 28, 2022 and August 31, 2021, the Company had an outstanding payable to 57 Society in the amount
of $328,757 and $303,678, respectively. The payable is unsecured, does not bear interest and is due on demand.
For
the three and six months ended February 28, 2022 and 2021, 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 $24,759 and $16,898 for the six months ended February 28, 2022 and 2021,
respectively. The working capital deficit was $330,132 as of February 28, 2022. The net cash generated from operating activities was
$0 for both the six months ended February 28, 2022 and 2021. 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, 2022, 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 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.
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, 2022 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.