UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal period ended: February 28, 2017

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

VISIBER57 CORP.

(Exact name of small business issuer as specified in its charter)

 

Delaware   000-55570   61-1633330
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification Number)

 

Unit B19, 9/F, Efficiency House, 35 Tai Yau Street

San Po Kong, Kowloon, Hong Kong

(Address of principal executive offices and zip code)

 

Phone : 852-6194-4999

(Registrant’s telephone number, including area code)

 

eBizware, Inc.

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [   ]

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,280,000 Shares of Common Stock, as of April 11, 2017.

 

 

 

 
   

 

VISIBER57 CORP.
(formerly known as eBizware, Inc.)

Form 10-Q

February 28, 2017

 

INDEX

 

PART I - FINANCIAL INFORMATION
       
Item 1. Financial Statements   3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   8
Item 3. Quantitative and Qualitative Disclosures About Market Risk   10
Item 4. Controls and Procedures   10
       
PART II - OTHER INFORMATION
       
Item 1. Legal Proceedings   11
Item 1A. Risk Factors   11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   11
Item 3. Defaults Upon Senior Securities   11
Item 4. Mine Safety Disclosures   11
Item 5. Other Information   11
Item 6. Exhibits   12
SIGNATURE   13

 

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PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VISIBER57 CORP.
(formerly known as eBizware, Inc.)

BALANCE SHEETS

 

    February 28, 2017     August 31, 2016  
    (Unaudited)        
ASSETS                
                 
CURRENT ASSETS:                
Prepaid expenses   $ 6,663     $ 8,333  
Total Current Assets     6,663       8,333  
                 
TOTAL ASSETS   $ 6,663     $ 8,333  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                
                 
CURRENT LIABILITIES:                
Accounts payable   $ 3,100     $ 3,060  
Due to related party     38,048       3,981  
                 
Total Current Liabilities     41,148       7,041  
                 
TOTAL LIABILITIES     41,148       7,041  
                 
STOCKHOLDERS' EQUITY (DEFICIT):                
Preferred stock, $0.0001 par value, authorized: 75,000,000 shares no shares issued and outstanding at February 28, 2017 and August 31, 2016     -       -  
Common stock, $0.0001 par value, authorized: 425,000,000 shares 5,280,000 shares issued and outstanding at February 28, 2017 and August 31, 2016     528       528  
Additional paid-in capital     23,972       23,972  
Accumulated deficit     (58,985 )     (23,208 )
                 
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)     (34,485 )     1,292  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 6,663     $ 8,333  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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VISIBER57 CORP.
(formerly known as eBizware, Inc.)

STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months Ended     For the Three Months Ended     For the Six
Months Ended 		    For the Six
Months Ended 		 
    February 28, 2017     February 29, 2016     February 28, 2017     February 29, 2016  
                         
OPERATING EXPENSES:                                
Professional fees     14,000       5,665       28,505       22,265  
General and administrative expense     4,166       194       7,272       4,344  
                                 
Total Operating Expenses     18,166       5,859       35,777       26,609  
                                 
LOSS BEFORE INCOME TAX     (18,166 )     (5,859 )     (35,777 )     (26,609 )
                                 
INCOME TAX EXPENSE     -       -       -       -  
                                 
LOSS FROM CONTINUING OPERATIONS     (18,166 )     (5,859 )     (35,777 )     (26,609 )
                                 
DISCONTINUED OPERATIONS:                                
Income from discontinued operations, net of tax     -       11,250       -       16,688  
                                 
NET INCOME (LOSS)   $ (18,166 )   $ 5,391     $ (35,777 )   $ (9,921 )
                                 
BASIC AND DILUTED NET INOME (LOSS) PER COMMON SHARE:                                
Loss from continuing operations   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Income from discontinued operations, net of tax     0.00     0.00     0.00     0.00
                                 
Net income (loss) per common shares - basic and diluted   $ (0.00 )   $ 0.00   $ (0.01 )   $ (0.01 )
                                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                                
Basic and diluted     5,280,000       5,280,000       5,280,000       5,276,099  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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VISIBER57 CORP.
(formerly known as eBizware, Inc.)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Six Months Ended     For the Six Months Ended  
    February 28, 2017     February 29, 2016  
             
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (35,777 )   $ (9,921 )
Adjustments to reconcile net loss from operations to net cash used in operating activities:                
Changes in operating assets and liabilities:                
Accounts receivable - related party - discontinued operations     -       (3,750 )
Prepaid expenses     6,665       -  
Accounts payable     29,112       6,780  
Accounts payable - related party - discontinued operations     -       (10,000 )
                 
NET CASH USED IN OPERATING ACTIVITIES     -       (16,891 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from sale of common stock     -       10,750  
Repayment to related party     -       (1,419 )
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES     -       9,331  
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS     -       (7,560 )
                 
CASH AND CASH EQUIVALENTS - beginning of period     -       8,917  
                 
CASH AND CASH EQUIVALENTS - end of period   $ -     $ 1,357  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  
                 
NON-CASH TRANSACTIONS:                
Prepayment made by related party   $ 4,995     $ -  
Operating expenses paid by related party   $ 29,072   $ -  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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VISIBER57 CORP.
(formerly known as eBizware, Inc.)

Notes to Unaudited Financial Statements

February 28, 2017

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

VISIBER57 CORP. (the “Company”) formerly eBizware, Inc., 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 former 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 94.7% 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.

 

On August 12, 2016, the Company discontinued its activities related to its electronic management and appointment of licensed producers in the insurance industry and commenced exploration of its new business opportunities by way of developing and launching a mobile device application (APP) 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.

 

On March 16, 2017, the Board of Directors of the Company approved the change of the Company’s name to VISIBER57 CORP. The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 23, 2017 with an effective date of April 10, 2017.

 

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 (“U.S. GAAP”) 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 operating results of this business been classified as discontinued operations in our statements of operations for all periods presented. Unless otherwise indicated, all disclosures and amounts in the notes to the financial statements relate to the Company’s continuing operations.

 

The accompanying unaudited interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the six months period ended February 28, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending August 31, 2017. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2016 Annual Report filed with the SEC on December 15, 2016.

 

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 $35,777 during the six months ended February 28, 2017. The Company had a working capital deficit in the amount of $34,485 as of February 28, 2017. 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.

 

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NOTE 3 – RELATED PARTY TRANSACTIONS

 

During the six months ended February 28, 2017, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $29,072 of operating expenses and made $4,995 prepayment on behalf of the Company. As of February 28, 2017 and August 31, 2016, the Company had an outstanding payable to 57 Society in the amount of $38,048 and $3,981, respectively. 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 – DISCONTINUED OPERATIONS

 

The results of operation of the Company’s discontinued business have been presented as discontinued operations for the six months ended February 28, 2017 and February 29, 2016. The following table provides the financial results included in unaudited income from discontinued operations during the periods presented:

 

    Six months ended     Six months ended  
    February 28, 2017     February 29, 2016  
Revenue – software revenue from related party   $ —     $ 22,500  
Operating expenses – related party     —       (5,812 )
Income from discontinued operation, net of tax of zero   $ —     $ 16,688  

 

The revenue shown above was solely from a related party customer.

 

For the six months ended February 28, 2017 and February 29, 2016, net cash flows provided by discontinued operations consisted of the following:

 

    Six months ended
February 28, 2017 		    Six months ended
February 29, 2016 		 
Income from discontinued operations   $ —     $ 16,688  
Increase in accounts receivable - related party             (3,750 )
Decrease in accounts payable - related party     —       (10,000 )
Net cash flows provided by discontinued operations   $ —     $ 2,938

 

NOTE 5 – SUBSEQUENT EVENTS

 

On March 16, 2017, the Board of Directors of the Company approved the change of the Company’s name to VISIBER57 CORP. The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 23, 2017 with an effective date of April 10, 2017.

 

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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. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K as filed with the SEC on December 15, 2016, as the same may be updated from time to time in documents that we file with the SEC.

 

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 our company, Mark W. DeFoor the Company’s former Chief Executive Officer and Director entered into and closed on that certain Share Purchase Agreement (the “Agreement”) with 57 Society, whereby 57 Society purchased from Mr. DeFoor a total of 5,000,000 shares of the Company’s common stock (the “Shares”) for an aggregate price of $321,000. The Shares acquired represented approximately 94.7% 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 and commenced exploration of its new business by way of developing and launching a mobile device application (APP) 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.

 

Concurrently with the closing of the Stock Purchase Agreement, Choong Jeng Hew was appointed as our Chief Executive Officer and sole Director and Chip Jin Eng was appointed as our Chief Financial Officer, treasurer and secretary. At this time, we do not have any written employment agreement or other formal compensation agreements with our new officers and director. 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.

 

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The results of operation of the Company’s discontinued business have been presented as a discontinued operations for the three and six months ended February 28, 2017 and February 29, 2016. See Note 4 to the Notes to Financial Statements included elsewhere in this report.

 

Revenue . The Company did not generate revenues during the three and six months ended February 28, 2017 and February 29, 2016.

 

Total Operating Expenses . For the three months ended February 28, 2017, the Company incurred operating expenses, in the amount of $18,166 compared to $5,859 for the three months ended February 29, 2016, an increase of $12,307 or 210%. The increase was attributable to an increase in professional fees of $8,335 and general and administrative expenses of $3,972. For the six months ended February 28, 2017, the Company incurred operating expenses, in the amount of $35,777 compared to $26,609 for the six months ended February 29, 2016, an increase of $9,168 or 34%. The increase was attributable to an increase in professional fees of $6,240 and general and administrative expenses of $2,928.

 

Income from Discontinued Operations. On August 12, 2016, the Company discontinued activities related to the electronic management and appointment of licensed producers in the insurance industry. Accordingly, the operating results of this business been classified as discontinued operations in our statements of operations for all periods presented. During the three months ended February 28, 2017 and February 29, 2016, the Company generated $0 and $11,250 in revenues from a related party and incurred operating expenses of $0 and $0, and reflected income from discontinued operation of $0 and $11,250, respectively. During the six months ended February 28, 2017 and February 29, 2016, the Company generated $0 and $22,500 in revenues from a related party and incurred operating expenses of $0 and $5,812, and reflected income from discontinued operation of $0 and $16,688, respectively.

 

Net Income (Loss) . The Company incurred a net loss for the three months ended February 28, 2017, in the amount of $18,166 compared to a net income for the three months ended February 29, 2016 in the amount of $5,391. The Company incurred a net loss for the six months ended February 28, 2017, in the amount of $35,777 compared to a net loss for the six months ended February 29, 2016 in the amount of $9,921.

 

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, 2017, working capital deficit amounted to $34,485, an increase of $35,777 of working capital deficit as compared to working capital of $1,292 as of August 31, 2016. This increase in working capital deficit is primarily a result of an increase in due to related party of $34,067 and a decrease in prepaid expenses of $1,670.

 

During the six months ended February 28, 2017, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $29,072 of operating expenses and made $4,995 prepayment on behalf of the Company. As of February 28, 2017 and August 31, 2016, the Company had outstanding payable to 57 Society in the amount of $38,048 and $3,981, respectively. The payable is unsecured, does not bear interest and is due on demand.

 

For the six months ended February 28, 2017, net cash used in operating activities amounted to $0 as compared to net cash used in operating activities for the six months ended February 29, 2016 of $16,891.

 

For the six months ended February 28, 2017, 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 29, 2016 of $9,331. During the six months ended February 29, 2016, we received proceeds from the sale of common stock of $10,750 and we repaid net related party advances of $1,419.

 

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.

 

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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 $35,777 and $9,921 for the six months ended February 28, 2017 and February 29, 2016, respectively. The net cash used in operations of $0 for the six months ended February 28, 2017 and 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $29,072 of operating expenses and made $4,995 prepayment on behalf of the Company. 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.

 

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, 2017, 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

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, 2017. 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, 2017 for the reasons discussed below. In addition, management identified the following material weaknesses in its assessment of the effectiveness of disclosure controls and procedures as of February 28, 2017:

 

  1) We do not have an Audit Committee. While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
     
  2) We did not maintain appropriate segregation of duties . As of February 28, 2017, the Company did not require dual signature on the Company’s bank accounts. Alternatively, the effect of this cash control issue was mitigated by the fact that the Company had limited transactions in its bank account.
     
  3) We have not implemented policies and procedures that provide for multiple levels of supervision and review . During the fiscal year ended 2016, Mark W. DeFoor, performed all accounting and reporting duties and there was no supervision and review. Currently, we use an accounting services provider to assist us with bookkeeping and financial reporting
     
  4) The Company does not have well-established procedures to authorize and approve related party transactions.

 

- 10 -
   

 

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 Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

 

ITEM 1A. RISK FACTORS

 

Not applicable for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

In connection with the Company’s plan to expand its business and rebrand its identity, on March 16, 2017, the Board of Directors approved the change of the Company’s name to VISIBER57 CORP. (the “Name Change”). To effectuate the Name Change, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State on March 23, 2017 with an effective date of April 10, 2017. In addition, the Company has filed a required notice regarding the Name Change with The Financial Industry Regulatory Authority, Inc. (“FINRA”). In the notification, the Company requested FINRA to authorize a new trading symbol for the Company’s common stock. The Company received notice from FINRA that its Name Change application had been approved, and that the Company’s common stock would trade under its new name and under the new trading symbol “VCOR” effective April 11, 2017. In addition, Company’s CUSIP will be changed to 92835Y103 effective on April 11, 2017.

 

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ITEM 6. EXHIBITS

 

(a) Exhibits

 

3.2* Certificate of Amendment to the Certificate of Incorporation of eBizware Inc. filed with the Delaware Secretary of State on March 23, 2017.
   
31.1* Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
   
31.2* Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
   
32.1* Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS* XBRL Instance Document
   
101.SCH* XBRL Taxonomy Extension Schema Document
   
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document

 

* filed herewith

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

VISIBER57 CORP.

 

Date: April 11, 2017 By: /s/ Choong Jeng Hew
   

Choong Jeng Hew

President and Chief Executive Officer
(Principal Executive Officer)

 

Date: April 11, 2017 By: /s/ Chip Jin Eng
   

Chip Jin Eng

Chief Financial Officer
(Principal Financial and Accounting Officer)

 

  - 13 -  

 

 

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF eBIZWARE INC.

 

eBizware Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:

 

  1. Section 1 of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows:

 

“The name of the corporation is VISIBER57 CORP.”

 

  2. This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the Board of Directors of the Company in accordance with Section 242 of the DGCL. Pursuant to Section 242 of the DGCL, the approval of the stockholders of the Company is not required.
     
  3. The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be April 10, 2017.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 23rd day of March, 2017.

 

  eBizware Inc.
     
  By: /s/ Choong Jew Hew
    Choong Jew Hew
    Chief Executive Officer

 

 
   

 

 

EXHIBIT 31.1

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

 

I, Choong Jeng Hew, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of VISIBER57 CORP.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  (b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: April 11, 2017

 

  /s/ Choong Jeng Hew
 

Choong Jeng Hew, Chief Executive Officer

(Principal Executive Officer)

 

 
 

 

EXHIBIT 31.2

 

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

 

I, Chip Jin Eng, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of VISIBER57 CORP.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
  (b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: April 11, 2017

 

  /s/ Chip Jin Eng
 

Chip Jin Eng

Chief Financial Officer
(principal financial and accounting officer)

 

 
 

 

EXHIBIT 32.1

 

Certification of Periodic Financial Report by the Chief Executive Officer and

Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-Q of VISIBER57 CORP. (the “Company”) for the quarterly period ended February 28, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Choong Jeng Hew, Chief Executive Officer and I, Chip Jin Eng, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: April 11, 2017  
  /s/ Choong Jeng Hew
 

Choong Jeng Hew

Chief Executive Officer

   
Date: April 11, 2017  
  /s/ Chip Jin Eng
 

Chip Jin Eng

Chief Financial Officer