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.
5
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. 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 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.
6
Revenue:
We did not generate revenues for the fiscal years ended August 31, 2022 and
2021.
Total Operating Expenses:
We incurred operating expenses for the year ended August 31, 2022, in the amount
of $45,325 compared to $36,415 for the year ended August 31, 2021, an increase
of $8,910 or 24.47%. The increase was attributable to an increase in
professional fees of $6,443 or 36.28%, primarily due to increase in auditing
fee.
Net Loss:
We incurred losses for the fiscal years ended August 31, 2022 and 2021, in the
amounts of $45,325 compared to $36,415, respectively.
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, 2022, working capital
deficit amounted to $350,698, an increase of $45,325 of working capital deficit
as compared to working capital of $305,373, as of August 31, 2021. This increase
in working capital deficit is primarily a result of an increase in the current
liability account due to related party of $42,763.
Property and Equipment
The Company currently owns no equipment.
In 2022 and 2021, the Company did not issue any shares of common stock.
Balance Sheet Data August 31, 2022 August 31, 2021
Cash $ - $ -
Total Assets $ 1,623 $ 1,247
Total Liabilities $ 352,321 $ 306,620
Shareholders' Deficit $ (350,698 ) $ (305,373 )
During the fiscal years ended August 31, 2022 and 2021, 57 Society, a company
under the common control of Choong Jeng Hew, the Company's Chief Executive
Officer, paid $41,140 and $36,427 of operating expenses, respectively, and made
$1,623 and $1,248 of prepayment on behalf of the Company, respectively. As of
August 31, 2022 and 2021, we had an outstanding payable to 57 Society in the
amount of $346,441 and $303,678, respectively, an increase of $42,763. The
payable is unsecured, does not bear interest and is due on demand.
For the fiscal years ended August 31, 2022 and 2021, net cash used in operating
activities were both $0.
For the fiscal years ended August 31, 2022 and 2021, net cash provided by
financing activities were both $0.
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 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.
7
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 of $45,325
and $36,415 for the fiscal years ended August 31, 2022 and 2021, respectively.
The working capital deficit was $350,698 as of August 31, 2022. 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.
In the opinion of our independent registered public accounting firm for our
fiscal year end August 31, 2022, our auditor included a statement that as a
result of our accumulated deficit at August 31, 2022, 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, 2022, 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.
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