|
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
is headquartered at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Company was previously
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 “Seller”),
the Company’s then Chief Executive Officer and Director entered into and closed on a Share Purchase Agreement (the “Agreement”)
with 57 Society International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the
Seller a total of 5,000,000 shares of the Company’s common stock. The shares acquired represented approximately 94.70% of
the then issued and outstanding shares of common stock of the Company. Following the closing of the Agreement, Mark W. DeFoor
resigned from all positions held with 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. The Company is currently seeking new business opportunities or acquisitions.
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 to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017
in order to expand its business and rebrand its identity.
The
Company is currently seeking new business opportunities or acquisitions including the exploration of acquiring, developing and
launching a cloud-based APP that utilizes a predictive algorithm to foster closely knitted communities made up of individuals,
families and businesses from a diverse background.
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, or at all.
When we commence this implementation and secure financing, we will identify our plan of operations, a
marketing strategy, opportunities and competition.
Concurrently
with the closing of the Agreement, Choong Jeng Hew was appointed as our Chief Executive Officer and Director and Chip Jin Eng
was appointed as our Chief Financial Officer, Treasurer, Secretary and Director. At this time, we do not have any written employment
agreement or other formal compensation agreements with our officers and directors. 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.
Three
and Nine Months Ended May 31, 2019 and 2018
Revenue
The
Company did not generate revenues during the three and nine months ended May 31, 2019 and 2018.
Total
Operating Expenses
For
the three months ended May 31, 2019, the Company incurred operating expenses, in the amount of $16,898 compared to $18,414 for
the three months ended May 31, 2018, a decrease of $1,516 or 8%. The decrease was attributable to a decrease in professional fees
of $2,004 or 14%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $488
or 12%.
For
the nine months ended May 31, 2019, the Company incurred operating expenses in the amount of $54,248 compared to $60,081 for the
nine months ended May 31, 2018, a decrease of $5,833 or 10%. The decrease was attributable to a decrease in professional fees
of $6,766 or 14%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $933
or 7%.
Net
Loss
The
Company incurred a net loss for the three months ended May 31, 2019 in the amount of $16,898 compared to a net loss for the three
months ended May 31, 2018 in the amount of $18,414, a decrease of $1,516 or 8%. This decrease was a result of the decrease in
total operating expenses as discussed above.
The
Company incurred a net loss for the nine months ended May 31, 2019, in the amount of $54,248 compared to $60,081 for the nine
months ended May 31, 2018, a decrease of $5,833 or 10%. This decrease was a result of the decrease in total operating expenses
as 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 May 31, 2019,
the Company’s working capital deficit amounted to $206,892, an increase of $54,248 or 36% of working capital deficit as
compared to working capital deficit of $152,644 as of August 31, 2018. This increase in working capital deficit was primarily
a result of an increase in the current liability accounts, due to related party of $44,328 or 27%, and accounts payable of $2,584
or 81% and a decrease in the current asset account, prepaid expenses of $7,336 or 52%.
During
the nine months ended May 31, 2019, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief
Executive Officer and President, paid $38,338 of operating expenses and made $5,990 prepayment on behalf of the Company. As of
May 31, 2019 and August 31, 2018, the Company had an outstanding payable to 57 Society in the amount of $207,935 and $163,607,
respectively. The payable is unsecured, does not bear interest and is due on demand.
For
the nine months ended May 31, 2019, net cash used in operating activities amounted to $0 as compared to net cash used in operating
activities for the nine months ended May 31, 2018 of $0.
For
the nine months ended May 31, 2019, net cash flow from financing activities amounted to $0 as compared to net cash flow from financing
activities for the nine months ended May 31, 2018 of $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 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
The
unaudited financial statements included in this report, 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 $54,248 and $60,081
for the nine months ended May 31, 2019 and 2018, respectively. The working capital deficit was $206,892 as of May 31, 2019. The
net cash used in operating activities was $0 for both nine months ended May 31, 2019 and 2018. 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. The financial statements included in this report, 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, 2019, 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.