We have audited the accompanying balance sheets
of eBizware, Inc. (the “Company”) as of August 31, 2016 and 2015 and the related statements of operations, stockholders’
equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of eBizware, Inc. as of August 31, 2016 and 2015 and
the result of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
NOTE
1 - ORGANIZATION AND NATURE OF OPERATIONS
eBizware Inc. (the “Company”),
was incorporated in the State of Delaware on December 31, 2013 and established a fiscal year end of August 31. 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 “Seller”), the Company’s 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 represent 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.
The Company is currently seeking new business
opportunities or acquisitions.
NOTE 2 – BASIS OF PRESENTATION, GOING
CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Discontinued
Operations
The accompanying financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations
of the United States Securities and Exchange Commission.
On August 12, 2016, in connection
with the Agreement discussed in Note 1, the Company discontinued activities related to the electronic management and
appointment of licensed producers in the insurance industry. Accordingly, the Company’s assets and liabilities related
to this business have been classified on the balance sheets as assets and liabilities of discontinued operations as of August
31, 2016 and 2015. The operating results of this business have been classified as discontinued operations in our statements
of operations for all years presented. Unless otherwise indicated, all disclosures and amounts in the notes to the financial
statements relate to the Company’s continuing operations.
Going concern
These 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 financial statements, the
Company had a net loss from continuing operations of $39,583 for the year ended August 31, 2016. The net cash used in operating
activities from continuing operations was $22,554 for the year ended August 31, 2016. Additionally, the Company
discontinued its operating business and 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.
Use of estimates
The preparation of the financial statements
in conformity with generally accepted accounting principles 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 these estimates.
Fair value of financial instruments and
fair value measurements
The Company adopted the guidance of Accounting
Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes
methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as
follows:
Level 1 - Inputs are unadjusted
quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 - Inputs are unadjusted
quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities
in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by
observable market data.
Level 3 - Inputs are unobservable inputs which
reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset
or liability based on the best available information.
The carrying amounts reported in the balance
sheet for cash, prepaid expenses, and accounts payable approximate their fair market value based on the short-term
maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value
on a recurring basis as of August 31, 2016 and 2015.
Management believes it is not practical
to estimate the fair value of related party payables and due to related party because the transactions cannot be assumed to have
been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for
these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments,
if any, and the associated potential costs.
ASC 825-10 “
Financial Instruments”
allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option).
The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs.
If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings
at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
eBizware,
Inc.
Notes
to Financial Statements
August
31, 2016
NOTE
2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash
and cash equivalents
Cash
and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months
or less. There were no cash equivalents at August 31, 2016 or 2015.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition
in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity
instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively,
the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for
an award based on the grant-date fair value of the award.
Pursuant
to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the
“measurement date.” The expense is recognized over the service period of the award. Until the measurement date is
reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based
on the fair value of the award at the reporting date.
Related
party
The
Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party
transactions.
Income
taxes
Deferred
income tax assets and liabilities arise from temporary differences associated with differences between the financial statements
and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences
reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the
asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The
Company follows the provisions of FASB ASC 740-10 “
Uncertainty in Income Taxes
” (ASC 740-10). Certain recognition
thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue
to recognize tax positions that meet a “more-likely-than-not” threshold. As of August 31, 2016, the Company does not
believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.
Net
loss per common share
Basic
net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during
the period. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common
stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At August 31, 2016 and 2015,
there were no outstanding common share equivalents.
Recent
Accounting Pronouncements
There were various
updates recently issued. None of the updates are expected to a have a material impact on the Company's financial position, results
of operations or cash flows.
NOTE
– 3 – RELATED PARTY TRANSACTIONS
Accounts
payable - related party
From time to time, the Company received
advances from Mark DeFoor, the former Chief Exective Officer, for working capital purposes or for paying various vendors on behalf
of the Company. The advances are non-interest bearing and are payable on demand. As of August 31, 2016 and 2015, the ending balance
of accounts payable-related party is $0 and $18,978, respectively. As of August 31. 2015, the ending balance of accounts payable
–related party represents $1,478 owed to Mark DeFoor for expenses paid on behalf of the Company and $17,500 owed to simTracton
LLC, a Company in which Mark DeFoor is a member, for web development services provided to the Company. $17,500 was reclassified
to asset of discontinued operations due to the fact that the Company discontinued its business model as discussed in Note 2.
For the year ended August 31, 2016, Mark
DeFoor advanced $2,000 to the Company, and paid $14,850 operating expenses on behalf of the Company. During that period, the Company
repaid $18,328 to Mark DeFoor with $0 due as of August 31, 2016. For the year ended August 31, 2016, the Company made payment
of $17,500 to simTraction LLC and there was no balance due as of August 31, 2016.
eBizware,
Inc.
Notes
to Financial Statements
August
31, 2016
Due to related party
For the year ended August 31, 2016, 57
Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $3,981 operating
expenses and made $10,000 prepayment on behalf of the Company. As of August 31, 2016, 57 Society forgave the $10,000 due to them
related to prepayment and $10,000 was recorded in equity as an increase to additional paid-in capital. As of August 31, 2016,
the Company had outstanding payable to 57 Society in the amount of $3,981. The payable is unsecured, does not bear interest and
is due on demand.
The Company’s principal executive
offices in Hong Kong, which it shares with its controlling shareholder, 57 Society, are furnished to the Company by 57 Society
without any charge.
NOTE
4 – STOCKHOLDERS’ EQUITY (DEFICIT)
Common
stock sold for cash
On
August 26, 2015, the Company issued 55,000 shares for $2,750 at a price of 0.05 per share. These shares were sold to relatives
of the former President and CEO of the Company.
On
August 31, 2015, the Company issued 10,000 shares for $500 at a price of $0.05 per share.
On
September 10, 2015 the Company issued 215,000 shares of its common stock for $10,750 at a price of $0.05 per share.
NOTE
5 – INCOME TAXES
The
Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets
consist of net operating loss carryforward. The net deferred tax asset has been fully offset by a valuation allowance because
of the Company’s history of losses.
|
|
August 31, 2016
|
|
August 31, 2015
|
Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
Net operating loss
carryforward
|
|
$
|
6,765
|
|
|
$
|
2,029
|
|
Total deferred tax assets before valuation allowance
|
|
|
6,765
|
|
|
|
2,029
|
|
Valuation allowance
|
|
|
(6,765
|
)
|
|
|
(2,029
|
)
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
The Company provided a valuation allowance
equal to the deferred income tax assets for the periods ended August 31, 2016 and 2015 because it was not known whether future
taxable income will be sufficient to utilize the loss carryforward. The Company’s accumulated loss carryforward of $19,897
as of August 31, 2016 will expire in 2034.
Additionally,
the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation
as a result of ownership changes that have occurred and could occur in the future. If necessary, the deferred tax assets will
be reduced by any carryforward that expire prior to utilization as a result of such limitations, with a corresponding reduction
of the valuation allowance.
The
Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2014,
2015 and 2016 Corporate Income Tax Returns are subject to Internal Revenue Service examination.
eBizware,
Inc.
Notes
to Financial Statements
August
31, 2016
NOTE
6 - DISCONTINUED OPERATIONS
The
results of operation of the Company’s discontinued business have been presented as a discontinued operations for the years
ended August 31, 2016 and 2015. The following table provides the financial results included in income from discontinued operations
during the periods presented:
|
|
Year ended
|
|
Year ended
|
|
|
August 31, 2016
|
|
August 31, 2015
|
Revenue – software revenue from related party
|
|
$
|
33,750
|
|
|
$
|
45,000
|
|
Operating expenses
|
|
|
(12,035
|
)
|
|
|
-
|
|
Operating expenses – related party
|
|
|
-
|
|
|
|
(17,500
|
)
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
Income from discontinued operation, net of tax
|
|
$
|
21,715
|
|
|
$
|
27,500
|
|
The revenue shown above was solely from
a related party customer.
For
the years ended August 31, 2016 and 2015, net cash flows provided by discontinued operations consisted of the following:
|
|
Year ended
|
|
Year ended
|
|
|
August
31, 2016
|
|
August
31, 2015
|
Income from discontinued operations
|
|
$
|
21,715
|
|
|
$
|
27,500
|
|
(Increase) decrease in accounts receivable - related party
|
|
|
15,000
|
|
|
|
(15,000
|
)
|
(Decrease) increase in accounts payable - related party
|
|
|
(17,500
|
)
|
|
|
17,500
|
|
Net cash flows provided by discontinued operations
|
|
$
|
19,215
|
|
|
$
|
30,000
|
|