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.





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 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 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%.





  5

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.





Revenue:

We did not generate revenues for the fiscal years ended August 31, 2020 and 2019.





Total Operating Expenses:

We incurred operating expenses for the year ended August 31, 2020, in the amount of $47,488 compared to $68,826 for the year ended August 31, 2019 a decrease of $21,338 or 31%. The decrease was attributable to a decrease in professional fees of $22,215 or 44%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $877 or 5%.





Net Loss:

We incurred losses for the fiscal years ended August 31, 2020 and 2019, in the amounts of $47,488 compared to $68,826, 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, 2020, working capital deficit amounted to $268,958, an increase of $47,488 of working capital deficit as compared to of $221,470, as of August 31, 2019. This increase in working capital deficit is primarily a result of an increase in the current liability account due to related party of $34,003 and accounts payable of $1,485 offset by a decrease in prepaid expenses of $12,000.





Property and Equipment

The Company currently owns no equipment.

In 2020 and 2019, the Company did not issue any shares of common stock.





 Balance Sheet Data      August 31, 2020       August 31, 2019
Cash                    $               -     $               -
Total Assets            $           2,330     $          14,330
Total Liabilities       $         271,288     $         235,800
Shareholders' Deficit   $        (268,958 )   $        (221,470 )

During the fiscal years ended August 31, 2020 and 2019, 57 Society, a company under the common control of ChoongJeng Hew, the Company's Chief Executive Officer, paid $28,013 and $46,403 of operating expenses, respectively, and made $5,990 and $21,990 of prepayment on behalf of the Company, respectively. As of August 31, 2020 and 2019, we had an outstanding payable to 57 Society in the amount of $266,003 and $232,000, respectively, an increase of $34,003. The payable is unsecured, does not bear interest and is due on demand.

For the fiscal years ended August 31, 2020 and 2019, net cash used in operating activities were both $0.

For the fiscal years ended August 31, 2020 and 2019, 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.





  6







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 $47,488 and $68,826 for the fiscal years ended August 31, 2020 and 2019, respectively. The working capital deficit was $268,958 as of August 31, 2020. 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 ended August 31, 2020, our auditor included a statement that as a result of our accumulated deficit at August 31, 2020, our net loss and no cash generated from 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, 2020, 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.

© Edgar Online, source Glimpses