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, 2018

2019

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)

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

San Po Kong, Kowloon, Hong Kong

(Address of principal executive offices and zip code)

PhonePhone::852-6194-4999

(Registrant’s telephone number, including area code)

Not Applicable.applicable

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

CheckIndicate by check mark whether the issuerregistrant (1) has 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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 10, 2018.12, 2019.

VISIBER57 CORP.

Form 10-Q

February 28, 20182019

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

VISIBER57 CORP.

BALANCE SHEETS

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

VISIBER57 CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

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

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Six Months Ended February 28, 2019

(Unaudited)

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

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Six Months Ended February 28, 2018

(Unaudited)

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

VISIBER57 CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

VISIBER57 CORP.
STATEMENTS OF OPERATIONS

(Unaudited)

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

VISIBER57 CORP.
STATEMENTS OF CASH FLOWS

(Unaudited)

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

VISIBER57 CORP.
Notes to Unaudited Financial Statements

February 28, 20182019

VISIBER57 CORP.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 formerthen 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 Mr. DeFoorthe Seller a total of 5,000,000 shares of the Company’s common stock for an aggregate price of $321,000.stock. The shares acquired represented approximately 94.7%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 to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017.2017 in order to expand its business and rebrand its identity. The Company is currently seeking new business opportunities or acquisitions.

Basis of Presentation and Discontinued Operationspresentation

The accompanying unaudited 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 (the “SEC”).

On August 12, 2016, in connection with the Agreement discussed in Note 1, we 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 our continuing operations.

The accompanying unaudited interim financial statements have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with U.S. GAAP. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the six months ended February 28, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending August 31, 2018. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report for its fiscal year ended August 31, 2017 filed with the SEC on November 28, 2017.Commission.

Going concern

These unaudited 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 unaudited financial statements, the Company had a net loss of $37,350 and $41,667 duringfor the six months ended February 28, 2018.2019 and 2018, respectively. The Company had a working capital deficit in the amount of $116,901was $189,994 as of February 28, 2019. The net cash used in operating activities was $0 for both six months ended February 28, 2019 and 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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. These unaudited 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.

During the six months ended February 28, 2019 and 2018, 57 Society, a companyCompany under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $27,584 and President, paid $30,279, of operating expenses, respectively, and made $4,325 and $14,325 prepayment, respectively, on behalf of the Company. As of February 28, 20182019 and August 31, 2017,2018, the Company had an outstanding payable to 57 Society in the amount of $118,583$195,516 and $73,979,$163,607, 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.

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 SECSecurities 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 formed to continueengaged in the developmentelectronic management and distributionappointment of a software solution that provides visual online data resource for our customers to integrate with third party implementations.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 formerthen Chief Executive Officer and Director entered into and closed on that certaina Share Purchase Agreement (the “Agreement”) with 57 Society International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from Mr. DeFoorthe Seller a total of 5,000,000 shares of the Company’s common stock for an aggregate price of $321,000.stock. The shares acquired represented approximately 94.70% of the issued and outstanding shares of common stock of the Company.

On August 12, 2016, Following the closing of the Agreement, Mark W. DeFoor resigned from all positions held of the Company discontinuedand Choong Jeng Hew was appointed as the Chief Executive Officer and President of the Company. The Company then ceased its activities related toin the electronic management and appointment of licensed producers in the insurance industry.industry and abandoned that business model. The Company is currently exploringseeking 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 mobile device application (APP) technologycloud-based APP that encourages community building centered aroundutilizes 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 notpresently have any firm commitment from any third parties to acquire or develop this business or raise the usecapital needed upon terms acceptable to us.When we commence this implementation and secure financing, we will identify our plan of operations, a cloud-based APP. The concept formarketing 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 new officers and director. Compensation arrangements are the subject of ongoing development of this APP surrounds the use of “Numbers 1-9” where productsand we will make appropriate additional disclosures as they are expected to be customizable according to individual color preferencesfurther developed and suitable number combinations.formalized.

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.report.

Three and six months ended February 28, 2019 and 2018

Revenue.

The Company did not generate revenues during the three and six months ended February 28, 20182019 and 2017.2018.

Total Operating Expenses.

For the three months ended February 28, 2018,2019, the Company incurred operating expenses, in the amount of $19,612$14,113 compared to $18,166$19,612 for the three months ended February 28, 2017, an increase2018, a decrease of $1,446$5,499 or 8%28%. The increasedecrease was attributable to an increasea decrease in professional fees of $300$4,762 or 2%33%, primarily due to reduction in legal fees and an increasea decrease in general and administrative expenses of $1,146$737 or 28%14%.

For the six months ended February 28, 2018,2019, the Company incurred operating expenses in the amount of $41,667$37,350 compared to $35,777$41,667 for the six months ended February 28, 2017, an increase2018, a decrease of $5,890$4,317 or 16%10%. The increasedecrease was attributable to an increasea decrease in professional fees of $4,595$4,762 or 16% and14%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $1,295$445 or 18%5%.

Net Loss

Net Loss. The Company incurred a net loss for the three months ended February 28, 2019 in the amount of $14,113 compared to a net loss for the three months ended February 28, 2018 in the amount of $19,612, compared to a net loss fordecrease of $5,499 or 28%. This decrease was a result of the three months ended February 28, 2017decrease in the amount of $18,166 an increase of $1,446 or 8%. total operating expenses discussed above.

The Company incurred a net loss for the six months ended February 28, 2018,2019, in the amount of $41,667$37,350 compared to a net loss$41,667 for the six months ended February 28, 20172018, a decrease of $4,317 or 10%. This decrease is a result of the decrease in the amount of $35,777 an increase of $5,890 or 16%.total operating expenses 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 February 28, 2018,2019, working capital deficit amounted to $116,901,$189,994, an increase of $41,667$37,350 or 55%24% of working capital deficit as compared to working capital deficit of $75,234$152,644 as of August 31, 2017.2018. 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$31,909 or 60%20%, and accounts payable of $3,826$938 or 128% offset by an increase29% and a decrease in the current asset account, prepaid expenses of $6,763$4,503 or 391%32%.

During the six months ended February 28, 2018,2019, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer and President, paid $30,279$27,584 of operating expenses and made $14,325$4,325 prepayment on behalf of the Company. As of February 28, 20182019 and August 31, 2017,2018, the Company had outstanding payable to 57 Society in the amount of $118,583$195,516 and $73,979,$163,607, respectively. The payable is unsecured, does not bear interest and is due on demand.

For the six months ended February 28, 2018,2019, 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, 20172018 of $0.

For the six months ended February 28, 2018,2019, net cash flow provided byfrom financing activities amounted to $0 as compared to net cash flow from financing activities for the six months ended February 28, 20172018 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

OurThese unaudited financial statements have been prepared assuming that wethe 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, wethe Company had a net loss from continuing operations of $41,667$37,350 and $35,777$41,667 for the six months ended February 28, 2019 and 2018, and 2017, respectively. The working capital deficit was $189,994 as of February 28, 2019. The net cash used in operationsoperating activities was $0 for theboth six months ended February 28, 2018. Additionally, the Company is seeking new business opportunities2019 and acquisitions.2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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. 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, 2018,2019, we havehad no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAPaccounting 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)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, 2018.2019. 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, 2018.2019.

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 ReportingReporting.

There have been no changes in our internal control over financial reporting during the last fiscal quarter covered by this Quarterly 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

None.

ITEM 6. EXHIBITS

(a) Exhibits

* filed herewithherewith.

SIGNATURES

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