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 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 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.
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.
On
August 12, 2016, the Company discontinued its activities related to the electronic management and appointment of licensed producers
in the insurance industry. The Company is currently exploring new business opportunities or acquisitions including the exploration
of acquiring, developing and launching a mobile device application (APP) technology 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.
Results
of Operations
Three
and six months ended February 28, 2018 and 2017
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 Quarterly Report.
Revenue
.
The Company did not generate revenues during the three and six months ended February 28, 2018 and 2017.
Total
Operating Expenses
. For the three months ended February 28, 2018, the Company incurred operating expenses, in the amount
of $19,612 compared to $18,166 for the three months ended February 28, 2017, an increase of $1,446 or 8%. The increase was attributable
to an increase in professional fees of $300 or 2% and an increase in general and administrative expenses of $1,146 or 28%. For
the six months ended February 28, 2018, the Company incurred operating expenses in the amount of $41,667 compared to $35,777 for
the six months ended February 28, 2017, an increase of $5,890 or 16%. The increase was attributable to an increase in professional
fees of $4,595 or 16% and general and administrative expenses of $1,295 or 18%.
Net
Loss
. The Company incurred a net loss for the three months ended February 28, 2018, in the amount of $19,612 compared
to a net loss for the three months ended February 28, 2017 in the amount of $18,166 an increase of $1,446 or 8%. The Company incurred
a net loss for the six months ended February 28, 2018, in the amount of $41,667 compared to a net loss for the six months ended
February 28, 2017 in the amount of $35,777 an increase of $5,890 or 16%.
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,
2018, working capital deficit amounted to $116,901, an increase of $41,667 or 55% of working capital deficit as compared to working
capital deficit of $75,234 as of August 31, 2017. This increase in working capital deficit is primarily a result of an increase
in the current liability accounts, due to related party of $44,604 or 60%, and accounts payable of $3,826 or 128% offset by an
increase in the current asset account, prepaid expenses of $6,763 or 391%.
During
the six months ended February 28, 2018, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s
Chief Executive Officer and President, paid $30,279 of operating expenses and made $14,325 prepayment on behalf of the Company.
As of February 28, 2018 and August 31, 2017, the Company had outstanding payable to 57 Society in the amount of $118,583 and $73,979,
respectively. The payable is unsecured, does not bear interest and is due on demand.
For
the six months ended February 28, 2018, net cash used in operating activities amounted to $0 as compared to net cash used in operating
activities for the six months ended February 28, 2017 of $0.
For
the six months ended February 28, 2018, net cash flow provided by financing activities amounted to $0 as compared to net cash
flow from financing activities for the six months ended February 28, 2017 of $0.
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 $41,667 and $35,777 for the six months ended February 28,
2018 and 2017, respectively. The net cash used in operations was $0 for the six months ended February 28, 2018. Additionally,
the Company is seeking new business opportunities and acquisitions. 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.
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, 2018, we have no off-balance
sheet arrangements.
Critical
Accounting Estimates
The
preparation of financial statements in conformity with U.S. GAAP 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.
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure
that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized
and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports
that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief
Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures
as of February 28, 2018. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer,
concluded that our disclosure controls and procedures were not effective as of February 28, 2018.
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 quarter covered by this Quarterly Report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.