VISIBER57 CORP. Form 10-K Annual Report Filed 2022-01-05

Business AddressNO.104-2F, SECTION 1,YANPING NORTH ROADDATONG DISTRICTTAIPEI CITY F5 10341886-285012196

Mailing AddressNO.104-2F, SECTION 1,YANPING NORTH ROADDATONG DISTRICTTAIPEI CITY F5 10341

SECURITIES AND EXCHANGE COMMISSION

FORM 10-KAnnual report pursuant to section 13 and 15(d)

Filing Date: 2022-01-05 | Period of Report: 2021-08-31SEC Accession No. 0001493152-22-000377

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended August 31, 2021

OR

.☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________ TO _________

VISIBER57 CORP.(Name of Registrant in its Charter)

Delaware 000-55570 61-1633330(State or Jurisdiction of

Incorporation or Organization)(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

No. 104-2F, Section 1, Yanping North RoadDatong District, Taipei City 10341

Taiwan+886-285012196

(Address of principal executive offices and zip code) (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of each Exchange on which registeredN/A N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 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 past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) isnot contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒



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

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company☐ ☐ ☒ ☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 Act). Yes ☒ No ☐

On February 28, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $5,162,000based on the closing sale price of such stock of $1on September 28, 2018. The registrant has used the reported sales price of the stockon September 28, 2018 to calculate the aggregate market value of the voting stock held by non-affiliates as of February 28, 2021 becausethere has been no trading in stock since September 28, 2018.

As of January 4, 2022, 7,000,000 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

Table of Contents

PagePart I

Item 1. Business 3Item 1A.Risk Factors 4Item 1B.Unresolved Staff Comments 4Item 2. Properties 4Item 3. Legal Proceedings 4Item 4. Mine Safety Disclosures 4

Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4Item 6. Selected Financial Data 5Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5Item 7A.Quantitative and Qualitative Disclosures About Market Risk 8Item 8. Financial Statements and Supplementary Data 9Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9Item 9A.Controls and Procedures 9Item 9B.Other Information 10

Part IIIItem 10. Directors, Executive Officers and Corporate Governance 11Item 11. Executive Compensation 13Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15Item 13. Certain Relationships and Related Transactions, and Director Independence 16Item 14. Principal Accountant Fees and Services 16Item 15. Other Information 17

Part IVItem 16. Exhibits and Financial Statement Schedules 19Signatures 20

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.This report and other written and oral statements that we make from time to time contain such forward-looking statements that set outanticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, whereverpossible, 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 includestatements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome ofcontingencies, such as legal proceedings, and financial results.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition todiffer materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance onany 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 suchstatement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time totime, 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 ofoperations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those containedin any forward-looking statements.

PART I

Item 1. Business

Overview and Corporate History

VISIBER57 CORP. (the “Company”) formerly eBizware, Inc., a Delaware corporation, was formed on December 31, 2013. TheCompany was headquartered at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Companywas engaged in the electronic management and appointment of licensed producers in the insurance industry of the United States.OnAugust 5, 2021, the Company relocated its headquarter to No. 104-2F, Section 1, Yanping North Road,Datong District, Taipei City 10341,Taiwan.

On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor (the “Seller”), the Company’sthen Chief Executive Officer and Director entered into and closed on that certain Share Purchase Agreement (the “Agreement”) with57 Society International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the Seller a total of5,000,000 shares of the Company’s common stock (the “Shares”) for an aggregate price of $321,000. The Shares acquired representedapproximately 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 Officerand President of the Company. The Company then ceased its activities in the electronic management and appointment of licensedproducers 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 ofState 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.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary ofState 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 proportionatelybased on the Forward Stock Split. The number of authorized shares was not adjusted.

On February 20, 2020, 57 Society International Ltd. transferred 5,587,000 shares of the Company’s common stock to individualshareholders. The ownership of 57 Society International Ltd. decreased from 94.70% to 52.37%.

On June 7, 2021, the Company’s Board of Directors has authorized the Company to create a new series of one share of preferred stockdesignated the Series A Preferred Stock at par value of $0.0001 per share. The voting power of each share of Series A Preferred Stockis equal to 110% of the issued and outstanding shares of common stock of the Company. Each share of Series A Preferred Stock shall beconvertible into one fully paid and non-assessable share of common stock at the option of the holder. An option to purchase 6,200,000



shares of common stock of the Company in consideration for 1 share of Series A Preferred Stock is granted. On June 8, 2021, 57Society International Ltd. had completed the transfer of 6,200,000 shares of common stock to the Company. The ownership of 57 SocietyInternational Ltd. decreased from 52.37% to 10.19%. On July 8, 2021, the Company and 57 Society International Ltd. entered into a stockpurchase agreement. Pursuant to the agreement, the Company issued one share of Series A Preferred Stock to 57 Society InternationalLtd.in consideration of the return of 6,200,000 shares of common stock.

Our Business

The Company was engaged in the electronic management and appointment of licensed producers in the insurance industry of theUnited States.In connection with the Company’s plan to expand its business and rebrand its identity, the Company changed its nameto VISIBER57 CORP. and its trading symbol to “VCOR” effective April 11, 2017. The Company is currently seeking new businessopportunities or acquisitions including the exploration of acquiring, developing and launching a cloud-based APP that utilizes a predictivealgorithm to foster closely knitted communities made up of individuals, families and businesses from a diverse background.

3

No timetable has been set to accomplish our business objectives and we do not presently have any firm commitment from any third partiesto acquire or develop this business or raise the capital needed upon terms acceptable to us. When we commence this implementation andsecure financing, we will identify our plan of operations, a marketing strategy, opportunities and competition.

Employees

At August 31, 2021 we had no full-time employees. None of our employees are covered by collective bargaining agreements.

Available Information

We do not have a corporate website. The public may read and copy any materials that we file with the SEC at the SEC’s Public ReferenceRoom at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Roomby calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, andother information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Item 1A. Risk Factors.

Not applicable to a smaller reporting company.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties

Our principal executive offices are located at No. 104-2F, Section 1, Yanping North Road, Datong District, Taipei City 10341, Taiwanwhich we share with our controlling shareholder 57 Society International Limited (“57 Society”) are furnished to us by 57 Societywithout charge. When we commence implementation of our business objectives, we will begin searching for additional office space toaccommodate planned future growth.

Item 3. Legal Proceedings

From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actionsrelated to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currentlynot aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverseeffect on our business, financial condition, or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.



PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the OTCQB tier of the OTC Markets Group, Inc. and has been quoted under the symbol “VCOR” sinceJuly 2016. Our stock is thinly traded on the OTCQB and there can be no assurance that a liquid market for our common stock will everdevelop.

4

The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscalyears ended August 31, 2021 and 2020. This information was obtained from the OTCQB, adjusted to reflect the 2.5-for-1 split of ourcommon stock effected on September 18, 2019, and reflects inter-dealer prices without retail mark-up, markdown or commission andmay not necessarily represent actual transactions.

Quarter Ended High LowFiscal Year 2021

August 31, 2021 $ 1 $ 1May 31, 2021 $ 1 $ 1February 28, 2021 $ 1 $ 1November 30, 2020 $ 1 $ 1

Fiscal Year 2020August 31, 2020 $ 1 $ 1May 31, 2020 $ 1 $ 1February 29, 2020 $ 1 $ 1November 30, 2019 $ 1 $ 1

Security Holders

As of January 4, 2022, there were approximately 68 record holders, an unknown number of additional holders whose stock is held in“street name” and 7,000,000 shares of common stock issued and outstanding.

Authorized Capital Stock

We are authorized to issue 425,000,000 shares of common stock, par value $0.0001, 75,000,000 shares of preferred stock, par value$0.0001 and 1 share of Series A preferred stock, par value $0.0001. As of January 4, 2022, there were 7,000,000 shares of common stockissued and outstanding, no shares of preferred stock issued and outstanding and 1 share of series A preferred stock issued and outstanding.

Dividend Policy

We have never paid a cash dividend on our common stock. We currently intend to retain all earnings, if any, to finance the growth anddevelopment of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Item 6 – Selected Financial Data

Not applicable.



Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statementsand associated notes appearing elsewhere in this Report on Form 10-K. This discussion contains forward-looking statements based uponcurrent expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actualresults may differ materially from those contained in or implied by any forward-looking statements as a result of various factors.

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Company Overview

VISIBER57 CORP. (the “Company”), formerly eBizware, Inc., a Delaware corporation, was formed on December 31, 2013. TheCompany was headquartered at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Companywas engaged in the electronic management and appointment of licensed producers in the insurance industry of the United States. OnAugust 5, 2021, the Company relocated its headquarter to No. 104-2F, Section 1, Yanping North Road,Datong District, Taipei City 10341,Taiwan.

On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor, the Company’s former ChiefExecutive Officer and Director, entered into and closed on that certain Share Purchase Agreement with 57 Society, whereby 57 Societypurchased from Mr. DeFoor a total of 5,000,000 shares of the Company’s common stock for an aggregate price of $321,000. The sharesacquired represented approximately 94.70% of the issued and outstanding shares of common stock of the Company. Following the closingof the Agreement, Mark W. DeFoor resigned from all positions held of the Company and Choong Jeng Hew was appointed as the ChiefExecutive Officer and President of the Company. The Company then ceased its activities in the electronic management and appointmentof 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 ofState 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, developingand launching a cloud-based application (APP) that utilizes a predictive algorithm to foster closely knitted communities made up ofindividuals, 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 ofState 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 proportionatelybased on the Forward Stock Split. The number of authorized shares was not adjusted. All issued and outstanding shares and per shareamounts in the accompanying historical financial statements have been retroactively adjusted to reflect the Forward Stock Split.


On June 7, 2021, the Company’s Board of Directors has authorized the Company to create a new series of one share of preferred stockdesignated the Series A Preferred Stock at par value of $0.0001 per share. The voting power of each share of Series A Preferred Stockis equal to 110% of the issued and outstanding shares of common stock of the Company. Each share of Series A Preferred Stock shall beconvertible into one fully paid and non-assessable share of common stock at the option of the holder. An option to purchase 6,200,000shares of common stock of the Company in consideration for 1 share of Series A Preferred Stock is granted. On June 8, 2021, 57Society International Ltd. had completed the transfer of 6,200,000 shares of common stock to the Company. The ownership of 57 SocietyInternational Ltd. decreased from 52.37% to 10.19%. On July 8, 2021, the Company and 57 Society International Ltd. entered into a stockpurchase agreement. Pursuant to the agreement, the Company issued one share of Series A Preferred Stock to 57 Society InternationalLtd. in consideration of the return of 6,200,000 shares of common stock.

No timetable has been set to accomplish our business objectives and we do not presently have any firm commitment from any third partiesto acquire or develop this business or raise the capital needed upon terms acceptable to us. When we commence this implementation andsecure 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 thenotes to those statements that are included elsewhere in this report.

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Revenue:

We did not generate revenues for the fiscal years ended August 31, 2021 and 2020.

Total Operating Expenses:

We incurred operating expenses for the year ended August 31, 2021, in the amount of $36,415 compared to $47,488 for the year endedAugust 31, 2020, a decrease of $11,073 or 23.32%. The decrease was attributable to a decrease in professional fees of $10,678 or 37.55%,primarily due to reduction in accounting fee.

Net Loss:

We incurred losses for the fiscal years ended August 31, 2021 and 2020, in the amounts of $36,415 compared to $47,488, 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 31,2021, working capital deficit amounted to $305,373, an increase of $36,415 of working capital deficit as compared to working capitalof $268,958, as of August 31, 2020. This increase in working capital deficit is primarily a result of an increase in the current liabilityaccount due to related party of $37,675 offset by a decrease in prepaid expenses of $1,083.

Property and Equipment

The Company currently owns no equipment.

In 2021 and 2020, the Company did not issue any shares of common stock.

Balance Sheet Data August 31, 2021 August 31, 2020Cash $ - $ -Total Assets $ 1,247 $ 2,330Total Liabilities $ 306,620 $ 271,288Shareholders’ Deficit $ (305,373) $ (268,958)

During the fiscal years ended August 31, 2021 and 2020, 57 Society, a company under the common control of Choong Jeng Hew, theCompany’s Chief Executive Officer, paid $36,427 and $28,013 of operating expenses, respectively, and made $1,248 and $1,249 ofprepayment on behalf of the Company, respectively. As of August 31, 2021 and 2020, we had an outstanding payable to 57 Society in theamount of $303,678 and $266,003, respectively, an increase of $37,675. The payable is unsecured, does not bear interest and is due ondemand.

For the fiscal years ended August 31, 2021 and 2020, net cash used in operating activities were both $0.

For the fiscal years ended August 31, 2021 and 2020, 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 plannedexpenses. We potentially will have to issue additional debt or equity, or enter into a strategic arrangement with a third party to carryout some aspects of our business plan. There can be no assurance that additional capital will be available to us. We currently have noagreements, 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 asevere negative impact on our ability to remain a viable company. We are dependent upon our controlling shareholders to provide or loanus funds to meet our working capital needs.



7

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 financialstatements, we had a net loss of $36,415 and $47,488 for the fiscal years ended August 31, 2021 and 2020, respectively. The workingcapital deficit was $305,373 as of August 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as agoing concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cashflow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equityfinancings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from relatedparty working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to doso. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that theCompany will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability andclassification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continueas a going concern.

In the opinion of our independent registered public accounting firm for our fiscal year end August 31, 2021, our auditor included astatement that as a result of our accumulated deficit at August 31, 2021, our net loss and net cash used in operating activities for thereporting period then ended, there is a substantial doubt as our ability to continue as a going concern. The financial statements do notinclude 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. Managementwill 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 currentor 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, 2021, 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 Americarequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during thereporting 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 orapplication to specific industries. None of the updates are expected to a have a material impact on our financial position, results ofoperations or cash flows.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

Not applicable.

8

Item 8. Financial Statements and Supplementary Data



The Company’s financial statements, together with the report of the independent registered public accounting firm thereon and the notesthereto, are presented beginning at page F-1. The Company’s balance sheets as of August 31, 2021 and 2020 and the related statementsof operations, changes in stockholders’ deficit and cash flows for the fiscal years then ended have been audited by MaloneBailey, LLP,which is an independent registered public accounting firm. These financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America and pursuant to Regulation S-K as promulgated by the Securities andExchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been preparedassuming the Company will continue as a going concern.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. 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 thatinformation required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reportedas specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under theExchange 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 ChiefFinancial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2021. Basedon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosurecontrols and procedures were not effective as of August 31, 2021 for the reasons discussed below.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment toensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity withgenerally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the ExchangeAct. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, thatdisclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherentlimitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls.Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reportingfinancial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonabledetail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary forpreparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expendituresof company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assuranceregarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effecton our financial statements.

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Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluationof the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance preparedby the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internalcontrol over financial reporting was not effective as of August 31, 2021 because it identified the following material weakness:

1) We do not have an Audit Committee.2) We did not maintain appropriate segregation of duties.3) We have not implemented policies and procedures that provide for multiple levels of supervision and review.4) The Company does not have well-established procedures to authorize and approve related party transactions.



A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is areasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented ordetected on a timely basis.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable futurewhich we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officerwith the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are noassurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors inour 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 andprocedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, canprovide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control systemmust reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to theinherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instancesof fraud, if any, within our company have been detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rulesthat permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2021 that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

10

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

The following table and biographical summaries set forth information, including principal occupation and business experience, aboutour directors and executive officers as of January 4, 2022. There are no family relationships between any of the executive officers anddirectors of the Company.

Name Age Positions and Offices to be HeldChoong Jeng Hew 53 Chief Executive Officer, President and DirectorChip Jin Eng 53 Chief Financial Officer, Treasurer, Secretary and Director

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removedfrom office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by theboard. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until theirsuccessors have been duly elected and qualified. There are no agreements with respect to the election of Directors. Our Board of Directorsappoints officers annually and each Executive Officer serves at the discretion of our Board of Directors.

The following is a brief description of the background on our recently appointed officer and director.

Choong Jeng Hew, age 53, has served as our Chief Executive Officer, President and member of our Board of Directors since August 12,2016. Mr. Hew currently serves as the Chief Executive Officer of 57 Society and VISIBER Group of Companies, where he oversees theiroverall daily operations as well as strategic development. Prior to joining the Company, Mr. Hew worked at General Electric InformationServices from 1992 to 1993, SITA/SCITOR from 1993 to 1994, Oracle Malaysia from 1997 to 1998 and Health Communication Network



(HCN) from 1991 to 2001, where he had roles that included information technology and management, sales and marketing businessdevelopment and strategic consulting. In addition, Mr. Hew was conferred the honorary title of Datoship by the State Sovereign ofPahang, Malaysia. Mr. Hew received a Bachelor of Science degree in Computer Science from Ohio State University. Mr. Hew alsoreceived a postgraduate diploma in Computer and Information Systems from the Curtin University of Technology in Australia in 1994.

As the Chief Executive Officer of our company, Mr. Hew brings our board his considerable experience in the strategic planning andgrowth of companies and qualifies him to continue to serve as a director or our company.

Chip Jin Eng, age 53, has served as our Chief Financial Officer, Treasurer, Secretary and Director since August 12, 2016. Mr. Engcurrently serves as the Executive Director for VISIBER SdnBhd and VISIBER International (Singapore) Pte. Ltd and is the ChiefFinancial Officer of 57 Society. Since 2004 Mr. Eng has also served as an Independent Non-Executive Director and the Audit CommitteeChairman of OilcorpBhd, a company listed on the Main Board of Bursa Malaysia stock exchange. Prior to joining 57 Society, since1999, Mr. Eng established two consulting companies providing corporate advisory and consulting services. Mr. Eng was an auditor withCoopers & Lybrand, Charted Accountants in 1993 before joining Moores Rowland, Chartered Accountants in 1994. Mr. Eng graduatedfrom the Royal Melbourne Institute of Technology, Melbourne, Australia and has been a Chartered Accountant registered with theMalaysian Institute of Accountants since 1996 and the Australian Society of Certified Practicing Accountants (ASCPA) since 2002.

As the Chief Financial Officer of our company, Mr. Eng brings our board his considerable experience in the finance and qualifies him tocontinue to serve as a director or our company.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed inItem 401(f) of Regulation S-K in the past 10 years.

11

Corporate Governance

Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominatingcommittee, or any committee performing a similar function. The functions of those committees are being undertaken by our board.Because we do not have any independent directors, our board believes that the establishment of committees of our board would notprovide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, includingthe minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluatingdirector nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by ourstockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies aswe have never received a recommendation from any stockholder for any candidate to serve on our board of directors.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will makesuch a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such aproposal is made, all current members of our board will participate in the consideration of director nominees.

As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and havesufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independentdirectors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committeeof our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committeefinancial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independentand we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include“independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.

Code of Ethics

We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, includingthose officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on a



corporate website, additionally we do not currently have a website but are planning to create one. We intend to post any amendments tothe code, or any waivers of its requirements, on our planned website.

Board Structure

Our Board has not chosen to separate the positions of Chief Executive Officer and Chairman of the Board in recognition of the fact thatour operations are sufficiently limited that such separation would not serve any useful purpose.

Role of Board in Risk Oversight Process

Management is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating suchexposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. Theboard does not have a standing risk management committee, but administers this function directly through the board as a whole.The whole board considers strategic risks and opportunities and receives reports from its officers regarding risk oversight in theirareas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversightresponsibilities and enhances the board’s efficiency in fulfilling its oversight function with respect to different areas of our business risksand our risk mitigation practices.

12

Communications with the Board of Directors

Stockholders with questions about the Company are encouraged to contact the Company by sending communications to the attention ofthe Chief Executive Officer at No. 104-2F, Section 1, Yanping North Road, Datong District, Taipei City 10341, Taiwan. If stockholdersfeel that their questions have not been sufficiently addressed through communications with the Chief Executive Officer, they maycommunicate with the Board of Directors by sending their communications to the Board of Directors, c/o the Chief Executive Officer atthe same address.

Director Compensation

Historically, our non-employee directors have not received compensation for their service outside the compensation set forth in theSummary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.

Procedures for Nominating Directors

There have been no material changes to the procedures by which security holders may recommend nominees to the Board during the yearended August 31, 2021.

Item 11. Executive Compensation

The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in asimilar capacity during our fiscal year ended August 31, 2021, (ii) our two most highly compensated executive officers other than ourprincipal executive officers who were serving as executive officers at August 31, 2021 whose compensation exceed $100,000 and (iii)up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as anexecutive officer at August 31, 2021. Compensation information is shown for the fiscal years ended August 31, 2021 and 2020.

FISCAL 2021 AND 2020 SUMMARY COMPENSATION TABLE

Name and principal position Year Salary Bonus StockAwards

OptionAwards

All OtherCompensation Total

Choong Jeng Hew, 2021 $ — $ — $ — $ — $ — $ —President and Chief Executive Officer(1) 2020 $ — $ — $ — $ — $ — $ —

Chip Jin Eng, 2021 $ — $ — $ — $ — $ — $ —



Chief Financial Officer(2) 2020 $ — $ — $ — $ — $ — $ —

(1) Mr. Hew was appointed as our President, Chief Executive Officer and Director on August 12, 2016.(2) Mr. Eng was appointed Chief Financial Officer on August 12, 2016.

13

Employment Agreements with Executive Officers

At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and director.If we do enter into such agreements with our officers and directors, we will make appropriate additional disclosures as they are furtherdeveloped and formalized.

OUTSTANDING EQUITY AWARDS AT AUGUST 31, 2021

The following tables set forth, for each person listed in the Summary Compensation Table set forth above, as of August 31, 2021:

With respect to each option award:

● the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separatelyidentified by those exercisable and unexercisable;

● the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned;

● the exercise price of such option; and

● the expiration date of such option; and

● with respect to each stock award -

● the number of shares of our common stock that have been earned but have not vested;

● the market value of the shares of our common stock that have been earned but have not vested;

● the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not beenearned; and

● the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested andhave not been earned.

OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

OPTION AWARDS STOCK AWARDS

Name

Number ofSecurities

UnderlyingUnexercisedOptions (#)Exercisable

Number ofSecurities

UnderlyingUnexercisedOptions (#)

Unexercisable

EquityIncentive

PlanAwards:

Number ofSecurities

UnderlyingUnexercisedUnearnedOptions

(#)

OptionExercise

Price($)

OptionExpiration

Date

Numberof

Sharesor Unitsof Stock

ThatHaveNot

Vested(#)

MarketValue

ofShares

orUnits

ofStockThatHaveNot

Vested($)

EquityIncentive

PlanAwards:Number

ofUnearned

Shares,Units orOtherRightsThat

Have NotVested (#)

EquityIncentive

PlanAwards:Market

or PayoutValue of

UnearnedShares,Units orOtherRightsThat



Have NotVested (#)

Choong Jeng Hew — — — $ — — — $ — — —

Chip Jin Eng — — — $ — — — $ — — —

14

Director Compensation

Historically, our non-employee directors have not received compensation for their service outside the compensation set forth in theSummary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to us, as of January 4, 2022, relating to the beneficial ownership of shares of commonstock by:

● each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock;● each director;● each executive officer; and● all executive officers and directors as a group.

Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership isattributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertiblesecurities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertiblesecurities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, havebeen exercised or converted.

The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of CommonStock and preferred stock shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the tableset forth below is care of VISIBER57 Corp.,No. 104-2F, Section 1, Yanping North Road,Datong District, Taipei City 10341, Taiwan.

Name and Address of Beneficial Owner

Common StockAmount and

Nature ofBeneficial

Ownership

Percent ofClass(1)

Choong Jeng Hew, President, Chief Executive Officer and Director(2) 713,000 10.19%Chip Jin Eng, Chief Financial Officer — —

Total Held by Officers and Directors of Each Class (2 persons): 713,000 10.19%

Five Percent Shareholders57 Society International Limited(2) 713,000 10.19%Kok Low Kau 1,125,000 16.07%Kwok Yee Loh 497,500 7.11%

(1)

Includes, where applicable, shares of common stock issuable upon the exercise of warrants and conversion of debt held by suchperson that may be exercised within 60 days after January 4, 2022. Unless otherwise indicated, we believe that all persons namedin the table above have sole voting power andor investment power with respect to all shares of common stock beneficially, warrantsand convertible debt owned by them. Based on 7,000,000 shares of the Company’s common stock issued and outstanding on January4, 2022.



(2)The number of shares beneficially owned by Mr. Hew includes 713,000 shares of common stock owned by 57 Society InternationalLimited (“57 Society”). Mr. Hew has a pecuniary interest in and exercises voting and dispositive control over 100% of the Company’scommon stock owned by 57 Society.

15

Item 13. Certain Relationships and Related Transactions and Director Independence

During the year ended August 31, 2021, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s ChiefExecutive Officer, paid $36,427 of operating expenses and made $1,248 prepayment on behalf of the Company. As of August 31, 2021and 2020, we had an outstanding payable to 57 Society in the amount of $303,678 and $266,003, respectively, an increase of $37,675.The payable is unsecured, does not bear interest and is due on demand.

The Company’s principal executive offices relocated to Taiwan on August 5, 2021, which it shares with its controlling shareholder, 57Society, are furnished to the Company by 57 Society without any charge.

Policy Regarding Transactions with Related Persons

We do not have a formal, written policy for the review, approval or ratification of transactions between us and any director or executiveofficer, nominee for director, 5% stockholder or member of the immediate family of any such person that are required to be disclosedunder Item 404(a) of Regulation S-K. However, our policy is that any activities, investments or associations of a director or officer thatcreate, or would appear to create, a conflict between the personal interests of such person and our interests must be assessed by our ChiefExecutive Officer and must be at arms’ length.

Item 14. Principal Accounting Fees and Services

The following table shows the fees that were billed for the audit and other services provided by MaloneBailey, LLP for the fiscal yearsended August 31, 2021 and 2020, respectively.

2021 2020

Audit Fees $ 15,000 $ 14,500Audit-Related Fees — —Tax Fees — —

Total $ 15,000 $ 14,500

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our QuarterlyReports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection withengagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of,the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm thatare reasonably related to the performance of the audit or review of our financial statements and are not reported above under “AuditFees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and otheraccounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for taxcompliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accountingfirm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subjectto pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by thedesignated member is disclosed to the entire Board at the next meeting.



16

Item 15. Other Information

Creation of Series A Preferred Stock

On June 7, 2021, the Company designated a class of preferred stock titled, Series A Preferred Stock, with a par value of $0.0001 pershare, and consisting of one share. The Series A Preferred Stock carries voting rights equal to 110% of the total voting rights of theoutstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Additionally, the one share of Series A Preferred Stock contains protective provisions, which precludes the Company from taking thecertain actions without the approval of the holder of the share of Series A Preferred Stock. More specifically, so long as any shares ofSeries A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, asprovided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class:

(a) amend the Articles of Incorporation or, unless approved by the Board of Directors, including by the Series A Director, amendthe Company’s Bylaws;

(b) change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease the number ofauthorized shares of Series A Preferred Stock;

(c)

reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, including by theSeries A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securitiesconvertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under anyemployee option or benefit plan);

(d) authorize or effect any transaction constituting a “Deemed Liquidation” under the Articles, or any other merger or consolidationof the Company;

(e) increase or decrease the size of the Board of Directors as provided in the Bylaws of the Company or remove the Series A Director(unless approved by the Board of Directors, including the Series A Director);

(f) declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approvedby the Board of Directors, including the Series A Director);

(g)

redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding sharesof capital stock (other than the repurchase of shares of Common Stock from employees, consultants or other service providerspursuant to agreements approved by the Board of Directors under which the Company has the option to repurchase such sharesat no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approvedby the Board of Directors, including the Series A Director);

(h) create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of thestockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;

(i) replace the President and/or Chief Executive Officer of the Company (unless approved by the Board of Directors, including theSeries A Director);

(j) transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including the Series ADirector);

(k)

issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payableand/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend,renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to beapproved by the holders of the Series A Preferred Stock (unless approved by the Board of Directors, including the Series ADirector);

(l) modify or change the nature of the Company’s business;

(m)acquire, or cause a Subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock orany material assets of another person, or enter into any joint venture with any other person (unless approved by the Board ofDirectors, including the Series A Director); or

(n)sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of theCompany or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors, including theSeries A Director).

17



Additionally, as long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the shares of Series APreferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consent for thatpurpose shall be entitled to elect a special director to the board of directors.

Stock Purchase Agreement

On July 8, 2021, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with 57 Society InternationalLtd., a Hong Kong corporation (“57 Society”), controlled by Choong Jeng Hew, our President and Chief Executive Officer, anda director,of the Company, pursuant to which the Company sold to 57 Society one share of Series A Preferred Stock in exchange for 6,200,000shares of common stock of the Company. The Company subsequently canceled and returned to its authorized capital stock the 6,200,000shares of common stock purchased from 57 Society. Under the Stock Purchase Agreement, 57 Society also has an option to purchase6,200,000 shares of common stock in exchange for one share of Series A Preferred Stock so long as 57 Society holds its share of SeriesA Preferred Stock.

Risk Factor

Choong Jeng Hew, through his control of 57 Society, beneficially owns and has the right to vote 100% of our Series A Preferred Stock,which has voting power equal to 110% of the total voting rights of the Company’s common stock. As a result, Mr. Hew has controllingvoting power in all matters submitted to our stockholders for approval including:

● The election of our board of directors;● The amendment of our Certificate of Incorporation or bylaws;

● The adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other businesscombination involving us.

As a result of his ownership and position, Mr. Hew is able to substantially influence all matters requiring stockholder approval, includingthe election of directors and approval of significant corporate transactions. Mr. Hew’s beneficial stock ownership may discourage apotential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock priceor prevent our stockholders from realizing a premium over our stock price.

18

PART IV

Item 16. Exhibits

(a) 1. Financial Statements

The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to FinancialStatements” on page F-2 and included on pages F-3 through F-10.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required underthe related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained inthe financial statements included herein.

3. Exhibits (including those incorporated by reference).

ExhibitNumber Description of Exhibit

3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1(SEC File No. 333-201239) filed with the SEC on December 23, 2014).

3.2Certificate of Amendment to the Certificate of Incorporation of eBizware Inc. filed with the Delaware Secretary of Stateon March 23, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed with the SEC on April 11,2017).


https://www.sec.gov/Archives/edgar/data/1627041/000107878214002344/s1121714_ex3z1.htm


https://www.sec.gov/Archives/edgar/data/1627041/000149315217003738/ex3-2.htm




3.3* Certificate of Designation of Series A Preferred Stock, dated June 7, 2021

3.4 Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (SEC File No.333-201239) filed with the SEC on December 23, 2014).

3.5* Certificate of Amendment to the Certificate of Incorporation of VISIBER57 Corp. filed with the Delaware Secretary ofState on September 18, 2019.

10.1 Stock Purchase Agreement, dated July 8, 2021, by and between Visiber57 Corp., a Delaware corporation, and 57 SocietyInternational, Ltd., a Hong Kong corporation.

21.1* Subsidiaries of the Registrant.

31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

31.2* Certification of and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-OxleyAct Of 2002

101.INS* XBRL INSTANCE DOCUMENT101.SCH* XBRL TAXONOMY EXTENSION SCHEMA101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

19

VISIBER57 CORP.INDEX TO FINANCIAL STATEMENTS

August 31, 2021 and 2020

CONTENTS

Report of Independent Registered Public Accounting Firm F-2

Financial Statements:

Balance Sheets - As of August 31, 2021 and 2020 F-3

Statements of Operations - For the Years Ended August 31, 2021 and 2020 F-4

Statements of Changes in Stockholders’ Deficit - For the Years Ended August 31, 2021 and 2020 F-5

Statements of Cash Flows - For the Years Ended August 31, 2021 and 2020 F-6

Notes to Financial Statements F-7 to F-10

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


http://edgar.secdatabase.com/156/149315222000377/ex3-3.htm













To the Shareholders and Board of Directors ofVISIBER57 CORP.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of VISIBER57 CORP. (the “Company”) as of August 31, 2021 and 2020, and therelated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referredto as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position ofthe Company as of August 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformitywith accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussedin Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency thatraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also describedin Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theCompany’s financial statements based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part ofour audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to erroror fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditsprovide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required tobe communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ MaloneBailey, LLPwww.malonebailey.comWe have served as the Company’s auditor since 2014.Houston, TexasJanuary 4, 2022

F-2

VISIBER57 CORP.BALANCE SHEETS

August 31,2021 2020



ASSETS

CURRENT ASSETS:Prepaid expenses $ 1,247 $ 2,330

Total Current Assets 1,247 2,330

TOTAL ASSETS $ 1,247 $ 2,330

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:Accounts payable $ 2,942 $ 5,285Due to related party 303,678 266,003

Total Current Liabilities 306,620 271,288

TOTAL LIABILITIES 306,620 271,288

STOCKHOLDERS’ DEFICIT:Preferred stock, $0.0001 par value, 75,000,000 shares authorized, no sharesissued and outstanding at August 31, 2021 and August 31, 2020 - -

Common stock, $0.0001 par value, 425,000,000 shares authorized, 7,000,000 and13,200,000 shares issued and outstanding at August 31, 2021 and August 31,2020, respectively

700 1,320

Series A Preferred Stock, $0.0001 par value,1 and no shares issued and outstanding at August 31, 2021 and August 31, 2020,respectively

0 -

Additional paid-in capital 23,800 23,180Accumulated deficit (329,873) (293,458)

TOTAL STOCKHOLDERS’ DEFICIT (305,373) (268,958)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,247 $ 2,330

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

F-3

VISIBER57 CORP.STATEMENTS OF OPERATIONS

For the Years EndedAugust 31,

2021 2020

OPERATING EXPENSES:Professional fees $ 17,757 $ 28,435General and administrative expense 18,658 19,053

Total Operating Expenses 36,415 47,488

LOSS BEFORE INCOME TAX (36,415) (47,488)



INCOME TAX EXPENSE - -

NET LOSS $ (36,415) $ (47,488)

BASIC AND DILUTED LOSS PER COMMON SHARE:Net loss per common shares - basic and diluted $ (0.00) $ (0.00)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic and diluted 11,773,151 13,200,000


F-4

VISIBER57 CORP.STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Years Ended August 31, 2021 and 2020

Preferred Stock Series APreferred Stock Common Stock (*) Additional

Paid-in Total

Number of Number of Number of Capital Accumulated Stockholders’Shares Amount Shares Amount Shares Amount (*) Deficit Deficit

Balance, August 31, 2019 - $ - - $ - 13,200,000 $ 1,320 $ 23,180 $ (245,970) $ (221,470)

Net loss - - - - - - (47,488) (47,488)

Balance, August 31, 2020 - $ - - $ - 13,200,000 $ 1,320 $ 23,180 $ (293,458) $ (268,958)

Issuance of Series APreferred Stock in exchangeof common stock

- $ - 1 $ 0 (6,200,000) $ (620) $ 620 $ - $ 0

Net loss - - - - - - (36,415) (36,415)

Balance, August 31, 2021 - $ - 1 $ 0 7,000,000 $ 700 $ 23,800 $ (329,873) $ (305,373)

(*) Effective November 8, 2019, the Company affected a forward stock split, whereby each share of common stock issued and outstandingimmediately prior to the effective time was automatically and without any action on the part of the respective holders thereof, split andconverted into two and one half shares of common stock (the “2.5-for-1 Forward Stock Split”).The authorized number of shares andpar value per share remained unchanged. The Company’s capital accounts have been retroactively stated to reflect the 2.5-for-1 ForwardStock Split.


F-5

VISIBER57 CORP.STATEMENTS OF CASH FLOWS

For the Years EndedAugust 31,

2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES:



Net loss $ (36,415) $ (47,488)Adjustments to reconcile net loss from operations to net cash used in operatingactivities:Changes in operating assets and liabilities:

Prepaid expenses 2,331 17,990Accounts payable 34,084 29,498

NET CASH USED IN OPERATING ACTIVITIES - -

NET DECREASE IN CASH AND CASH EQUIVALENTS - -

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR - -

CASH AND CASH EQUIVALENTS - END OF YEAR $ - $ -

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:

Interest $ - $ -Income taxes $ - $ -

NON-CASH TRANSACTIONPrepayment made by related party $ 1,248 $ 5,990Operating expenses paid by related party $ 36,427 $ 28,013Issuance of series a preferred stock in exchange of common stock $ 620 $ -


F-6

VISIBER57 CORP.Notes to Financial Statements

August 31, 2021

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

VISIBER57 Corp. (the “Company”), was incorporated in the State of Delaware on December 31, 2013 and established a fiscal year endof August 31. Effective on March 23, 2017, the Company changed its name to VISIBER57 CORP. and its trading symbol to “VCOR”effective April 11, 2017 in connection with its plan to expand its business and rebrand its identity. The Company was engaged in theelectronic 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’sChief Executive Officer and Director entered into and closed on a Share Purchase Agreement (the “Agreement”) with 57 SocietyInternational Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the Seller a total of 5,000,000 sharesof the Company’s common stock. The Shares acquired represent approximately 94.70% of the issued and outstanding shares of commonstock of the Company. Following the closing of the agreement, Mark W. DeFoor resigned from all positions held of the Company andChoong Jeng Hew was appointed as the Chief Executive Officer and President of the Company. The Company then ceased its activitiesin the electronic management and appointment of licensed producers in the insurance industry and abandoned that business model. TheCompany is currently seeking new business opportunities or acquisitions.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary ofState 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 proportionatelybased on the Forward Stock Split. The number of authorized shares was not adjusted. All issued and outstanding shares and per shareamounts in the accompanying historical financial statements have been retroactively adjusted to reflect the Forward Stock Split.




On June 7, 2021, the Company’s Board of Directors has authorized the Company to create a new series of one share of preferred stockdesignated the Series A Preferred Stock at par value of $0.0001 per share. The voting power of each share of Series A Preferred Stockis equal to 110% of the issued and outstanding shares of common stock of the Company. Each share of Series A Preferred Stock shall beconvertible into one fully paid and non-assessable share of common stock at the option of the holder. An option to purchase 6,200,000shares of common stock of the Company in consideration for 1 share of Series A Preferred Stock is granted. On June 8, 2021, 57Society International Ltd. had completed the transfer of 6,200,000 shares of common stock to the Company. The ownership of 57 SocietyInternational Ltd. decreased from 52.37% to 10.19%. On July 8, 2021, the Company and 57 Society International Ltd. entered into a stockpurchase agreement. Pursuant to the agreement, the Company issued one share of Series A Preferred Stock to 57 Society InternationalLtd. in consideration of the return of 6,200,000 shares of common stock.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America and the rules and regulations of the United States Securities and Exchange Commission.

F-7


August 31, 2021

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 financialstatements, we had a net loss of $36,415 and $47,488 for the fiscal years ended August 31, 2021 and 2020, respectively. The workingcapital deficit was $305,373 as of August 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as agoing concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cashflow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equityfinancings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from relatedparty working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to doso. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that theCompany will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability andclassification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continueas a going concern.

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of Americarequires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and the reported amounts of 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 thedefinition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used inmeasuring fair value as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurementdate.



Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical orsimilar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derivedfrom or corroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the marketparticipants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheet for prepaid expenses, accounts payable, and amounts due to related party approximatetheir fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets orliabilities that are measured at fair value on a recurring basis as of August 31, 2021 and 2020.

Management believes it is not practical to estimate the fair value of related party payables and due to related party because the transactionscannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted valuesavailable 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.

F-8


August 31, 2021

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 electiondate occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported inearnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Related party

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related partytransactions.

Income taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statementsand tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differencesreverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset orliabilities 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 inwhich the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred taxassets 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 thresholdsmust be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize taxpositions that meet a “more-likely-than-not” threshold. As of August 31, 2021, and 2020, the Company does not believe it has anyuncertain 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 outstandingduring the period. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increasedto include the number of additional common shares that would have been outstanding if the potential common shares had been issuedand if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stockoutstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At August 31, 2021, and 2020, therewere no outstanding common share equivalents.



Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have amaterial effect on the accompanying financial statements.

F-9


August 31, 2021

NOTE 3 – RELATED PARTY TRANSACTIONS

Our related parties are the following individuals and entities:

Name Nature of RelationshipsChoong Jeng Hew Company’s Chief Executive Officer, President and DirectorChip Jin Eng Company’s Chief Financial Officer57 Society international Limited (“57 Society”) Company’s shareholder and owned by Choong Jeng Hew.Kok Low Kau Company’s shareholder and relative of Choong Jeng Hew

During the fiscal years ended August 31, 2021 and 2020, 57 Society paid $36,427 and $28,013 of operating expenses, respectively, andmade $1,248 and $5,990 prepayment on behalf of the Company, respectively. As of August 31, 2021 and 2020, the Company had anoutstanding payable to 57 Society in the amount of $303,678 and $266,003, respectively. The payable is unsecured, does not bear interestand is due on demand.

The Company’s principal executive offices relocated to Taiwan on August 5, 2021, which it shares with its controlling shareholder, 57Society, are furnished to the Company by 57 Society without any charge.

NOTE 4 – INCOME TAXES

The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carryingamounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assetsat August 31, 2021 and 2020 consist of net operating loss carry forwards. The net deferred tax asset has been fully offset by a valuationallowance because of the uncertainty of the attainment of future taxable income.

The Company has a deferred tax asset which is summarized as follows at:

August 31,2021 2020

Deferred Tax Assets:Net operating loss carry forward $ 69,273 $ 61,626

Total deferred tax assets before valuation allowance 69,273 61,626Valuation allowance (69,273) (61,626)Net deferred tax assets $ — $ —

Additionally, the future utilization of the net operating loss carry forward to offset future taxable income is subject to annual limitationsas a result of ownership or business changes that may occur in the future. The Company has not conducted a study to determine thelimitations on the utilization of these net operating losses carry forwards. If necessary, the deferred tax assets will be reduced by anycarry forward that may not be utilized or expires prior to utilization as a result of such limitations, with a corresponding reduction of thevaluation allowance.

NOTE 5 – EQUITY



As described in Note 1, the Company issued one share of Series A Preferred Stock to 57 Society International Ltd. in consideration ofthe return of 6,200,000 shares of common stock. No incremental expense was recognized for issuance of the series A Preferred Stock inexchange of common stock during the fiscal year ended August 31, 2021.

F-10

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized.

VISIBER57 Corp.

Dated: January 4, 2022 By: /s/ Choong Jeng HewChoong Jeng Hew,President and Chief Executive Officer(Principal executive officer)

Dated: January 4, 2022 By: /s/ Chip Jin EngChip Jin Eng, Chief Financial Officer(Principal financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons onbehalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Choong Jeng Hew Director January 4, 2022Choong Jeng Hew

/s/ Chip Jin Eng Director January 4, 2022Chip Jin Eng

20



EXHIBIT 21.1

VISIBER57 Corp.Subsidiaries

Name Jurisdiction of Incorporation orOrganization

None.



EXHIBIT 31.1

Certification of Chief Executive OfficerPursuant 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 Annual Report on Form 10-K for the fiscal year ended August 31, 2021 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 necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe 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 materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto 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 designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial 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 conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, 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 financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare 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’sinternal control over financial reporting.

Date: January 4, 2022 /s/ Choong Jeng HewChoong Jeng Hew, Chief Executive Officer(Principal Executive Officer)



EXHIBIT 31.2

Certification of Chief Financial OfficerPursuant 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 Annual Report on Form 10-K for the fiscal year ended August 31, 2021 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 necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe 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 materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 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 oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto 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 designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial 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 conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, 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 financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare 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’sinternal control over financial reporting.

Date: January 4, 2022 /s/ Chip Jin EngChip Jin Eng, Chief Financial Officer(principal financial and accounting officer)



EXHIBIT 32.1

Certification of Periodic Financial Report by the Chief Executive Officer andChief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of VISIBER57 CORP. (the “Company”) for the for the fiscal year ended August 31,2021 as filed with the Securities and Exchange Commission (the “Report”), I, Choong Jeng Hew, Chief Executive Officer and I, ChipJin Eng, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-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 operationsof the Company.

Date: January 4, 2022 /s/ Choong Jeng HewChoong Jeng HewChief Executive Officer (Principal Executive Officer)

Date: January 4, 2022 /s/ Chip Jin EngChip Jin EngChief Financial Officer (Principal Financial and AccountingOfficer)

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed forpurposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing ofthe Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signedoriginal of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting thesignature that appears in typed form within the electronic version of this written statement has been provided to the Company and will beretained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



EXHIBIT 3.3

CERTIFICATE OF DESIGNATIONOF

SERIES A PREFERRED STOCKOF

VISIBER57 CORP.

The undersigned officer of Visiber57 Corp., a Delaware corporation (the “Corporation”) pursuant to Section 151 and Section103 of the General Corporation Law of the State of Delaware, does hereby state and certify that pursuant to the authority vested in theBoard of Directors (the “Board”) of the Corporation by the Certificate of Incorporation, as amended, the Board on May 25, 2025, dulyadopted the resolution creating a series of one (1) share of preferred stock designated the Series A Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board, in accordance with provisions of the Certificate of Incorporation,as amended, a series of preferred stock of the Corporation be and it hereby is created, and that the designation and thereof and votingpowers, preferences and relative, participating, optional, and other special rights of the shares of such series and the qualifications,limitations or restrictions thereof are as follows:

Section 1. Designation.

A series of the Corporation’s Preferred Stock is designated as “Series A Preferred Stock” (the “Series A Preferred Stock”) andthe maximum number of shares of Series A Preferred Stock shall be one and no more.

Section 2. Voting Rights; Generally. Subject to the other provisions of these Certificate of Incorporation (including the disparatevotes per share provisions of the Series A Preferred Stock set forth in Sections 3, 4, and 5 below), each holder of Series A PreferredStock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall beentitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation (as in effect at the time in question) andapplicable law, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which holdersof Common Stock have the right to vote, except as may be otherwise required by applicable law. Except as otherwise expressly providedherein, in the Corporation’s by-laws or as required by law, the holders of Series A Preferred Stock and Common Stock shall vote togetherand not as separate series or classes.

Section 3. Special Voting Rights of Series A Preferred Stock. Each share of Series A Preferred Stock shall be entitled to thenumber of votes and/or have voting power equal to one hundred ten percent (110%) of the issued and outstanding shares of CommonStock of the Corporation. If no shares of Common Stock are issued or outstanding, then each share of Series A Preferred Stock shallbe entitled to that number of votes and/or have voting power equal to one hundred ten (110) shares of common stock. For purposes ofcalculating shares outstanding and entitled to vote on a particular matter, the shares outstanding shall be those outstanding on the recorddate for the determination of the stockholders entitled to vote on such matter or, if no such record date is established, the date such voteis taken or any written consent of stockholders is solicited.

II-1

Section 4. Series A Director. There is hereby created a special director on the Corporation’s Board of Directors designated asthe “Series A Director.” So long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the shares ofSeries A Preferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consentfor that purpose shall be entitled to elect the Series A Director. The initial Series A Director shall be Choong Jeng Hew, who shall serveuntil the next annual meeting of stockholders and until his successor is elected and qualified. The holders of the Series A Preferred Stockmay waive their rights to elect the Series A Director at any time and assign such right to the Board of Directors other than the Series ADirector to elect the Series A Director.



Section 5. Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not,without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the thenoutstanding shares of Series A Preferred Stock, voting as a separate class:

(a) amend the Certificate of Incorporation or, unless approved by the Board of Directors, including by the Series ADirector, amend the Corporation’s Bylaws;

(b) change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease thenumber of authorized shares of Series A Preferred Stock;

(c) reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, includingby the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debtsecurities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities underany employee option or benefit plan);

(d) authorize or effect any transaction constituting a Deemed Liquidation (as defined in this subparagraph) under theArticles, or any other merger or consolidation of the Corporation;

(e) increase or decrease the size of the Board of Directors as provided in the Bylaws of the Corporation or remove theSeries A Director (unless approved by the Board of Directors, including the Series A Director);

(f) declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unlessapproved by the Board of Directors, including the Series A Director);

2

(g) redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) anyoutstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or otherservice providers pursuant to agreements approved by the Board of Directors under which the Corporation has the optionto repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination ofemployment) (unless approved by the Board of Directors, including the Series A Director);

(h) create or amend any stock option plan of the Corporation, if any (other than amendments that do not requireapproval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;

(i) replace the President or Chief Executive Officer of the Corporation (unless approved by the Board of Directors,including the Series A Director);

(j) transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including theSeries A Director);

(k) issue, or cause any subsidiary of the Corporation to issue, any indebtedness or debt security, other than tradeaccounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course ofbusiness, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approvedor required to be approved by the holders of the Series A Preferred Stock (unless approved by the Board of Directors, includingthe Series A Director);

(l) modify or change the nature of the Corporation’s business;

(m) acquire, or cause a Subsidiary of the Corporation to acquire, in any transaction or series of related transactions,the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by theBoard of Directors, including the Series A Director); or

(n) sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any materialassets of the Corporation or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors,including the Series A Director).



Section 6. Dividend and Distribution Rights of Stock. Shares of Common Stock and shares of Series A Preferred Stock shall betreated equally, identically and ratably, on a per-share basis, with respect to any dividend or distribution by the Corporation, including inrespect of distributions upon liquidation of the Corporation. In the event that a dividend is paid in the form of shares of Common Stock orrights to acquire Common Stock, the holders of Common Stock and Series A Preferred Stock shall both receive Common Stock or rightsto acquire Common Stock. No dividends shall be declared or payable in the form of Series A Preferred Stock.

3

Section 7. Conversion Provisions of Series A Preferred Stock. Each share of Series A Preferred Stock shall be convertible intoone (1) fully paid and nonassessable share of Common Stock at the option of the holder thereof at any time upon written notice to thetransfer agent of the Corporation. Each share of Series A Preferred Stock shall automatically convert into one share of Common Stockupon the first to occur of (a) a Transfer of such share of Series A Preferred Stock other than to a Permitted Transferee, (b) the deathor incapacity of (i) the Permitted Transferee holding such share of Series A Preferred Stock or (ii) the Designated Person, (c) or theresignation of the Designated Person as an officer of the Corporation.

Section 8. Certain Definitions. As used in this Certificate of Designation, the following capitalized terms shall have themeanings ascribed thereto below:

(a) “Deemed Liquidation” shall mean: (1) the closing of the sale, transfer or other disposition of all or substantiallyall of the Corporation’s assets (including an irrevocable or exclusive license with respect to all or substantially all of theCorporation’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any othercorporation, limited liability company or other entity (except one in which the holders of capital stock of the Corporation asconstituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting powerof the capital stock of the Corporation or the surviving or acquiring entity (or its parent entity)), (3) authorizing or effecting anytransaction liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, provided, however, thatnone of the following shall be considered a Deemed Liquidation: (A) a merger effected exclusively for the purpose of changingthe domicile of the Corporation, or (B) a transaction or other event deemed to be exempt from the definition of a DeemedLiquidation by the holders of at least a majority of the then outstanding Series A Preferred Stock.

(b) “Designated Person” means Choong Jeng Hew.

(c) “Permitted Private Transfer” means a Transfer, other than a trade effected in the public markets, to a PermittedTransferee.

(d) “Permitted Transferee” means, (a) in respect of Series A Preferred Stock, a Designated Person and (b) in respectof Common Stock, (i) a Designated Person, (ii) a Designated Person’s spouse, children or a family trust or similar privateentity formed solely for the benefit of the Designated Person or the Designated Person’s spouse and/or children and who wasTransferred such Common Stock in a Permitted Private Transfer; (iii) a person (other than a natural person) that is controlled bythe Designated Person (for the purposes hereof, “control” means, the beneficial ownership at the relevant time of voting equityof such person carrying more than 50% of the voting rights ordinarily exercisable at meetings of equity holders of the personwhere such voting rights are sufficient to elect a majority of the directors, managers or persons acting in a similar capacity of theperson); and (iv) a broker or nominee for one of the persons described in the foregoing clauses (i), (ii), or (iii).

(e) “Person” shall mean a natural person, corporation, limited partnership, limited liability company, generalpartnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust orother organization, whether or not a legal entity, and a government or agency or political subdivision thereof.

4

(f) “Transfer” means (i) any sale, assignment, gift, transfer, hypothecation, encumbrance on, or other disposition of anysecurities or any right, power or interest therein or appurtenant thereto, directly or indirectly, whether voluntarily, by operation oflaw, under court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, includinga purported transfer to or from a trustee in bankruptcy, a receiver, an assignee for the benefit of creditors and/or an assignmentto a trust, spouse or family member, or (ii) any grant of an option, warrant or right to do the foregoing whether as of right, afterlapse of time or upon fulfillment of condition, or otherwise.



Section 9. Amendments. This Certificate of Designation shall not be amended without the consent of a majority in interest ofthe holders of Series A Preferred Stock.

In Witness Whereof, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer onMay 25, 2021.

VISIBER57 CORP.

By: /s/ Choon Jeng HewName:Choon Jeng HewTitle: Chief Executive Officer

5



Exhibit 3.5



12 Months EndedDocument and EntityInformation - USD ($) Aug. 31, 2021 Jan. 04, 2022 Feb. 28, 2021

Cover [Abstract]Entity Registrant Name VISIBER57 CORP.Entity Central Index Key 0001627041Document Type 10-KDocument Period End Date Aug. 31, 2021Amendment Flag falseCurrent Fiscal Year End Date --08-31Entity Well-known Seasoned Issuer NoEntity Voluntary Filers NoEntity Current Reporting Status YesEntity Interactive Data Current NoEntity Filer Category Non-accelerated FilerEntity Small Business Flag trueEntity Emerging Growth Company falseEntity Shell Company trueEntity Public Float $ 5,162,000Entity Common Stock, Shares Outstanding 7,000,000Document Fiscal Period Focus FYDocument Fiscal Year Focus 2021


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Balance Sheets - USD ($) Aug. 31,2021

Aug. 31,2020

CURRENT ASSETS:Prepaid expenses $ 1,247 $ 2,330Total Current Assets 1,247 2,330TOTAL ASSETS 1,247 2,330CURRENT LIABILITIES:Accounts payable 2,942 5,285Due to related party 303,678 266,003Total Current Liabilities 306,620 271,288TOTAL LIABILITIES 306,620 271,288STOCKHOLDERS' DEFICIT:Preferred stock, valueCommon stock, $0.0001 par value, 425,000,000 shares authorized, 7,000,000 and13,200,000 shares issued and outstanding at August 31, 2021 and August 31, 2020,respectively

700 1,320

Additional paid-in capital 23,800 23,180Accumulated deficit (329,873) (293,458)TOTAL STOCKHOLDERS' DEFICIT (305,373) (268,958)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 1,247 2,330Series A Preferred Stock [Member]STOCKHOLDERS' DEFICIT:Preferred stock, value $ 0


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Balance Sheets(Parenthetical) - $ / shares Aug. 31, 2021 Aug. 31, 2020

Preferred stock, par value $ 0.0001 $ 0.0001Preferred stock, shares authorized 75,000,000 75,000,000Preferred stock, shares issuedPreferred stock, shares outstandingCommon stock, par value $ 0.0001 $ 0.0001Common stock, shares authorized 425,000,000 425,000,000Common stock, shares issued 7,000,000 13,200,000Common stock, shares outstanding 7,000,000 13,200,000Series A Preferred Stock [Member]Preferred stock, par value $ 0.0001 $ 0.0001Preferred stock, shares issued 1Preferred stock, shares outstanding 1


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12 Months EndedStatements of Operations -USD ($) Aug. 31, 2021 Aug. 31, 2020

OPERATING EXPENSES:Professional fees $ 17,757 $ 28,435General and administrative expense 18,658 19,053Total Operating Expenses 36,415 47,488LOSS BEFORE INCOME TAX (36,415) (47,488)INCOME TAX EXPENSENET LOSS $ (36,415) $ (47,488)BASIC AND DILUTED LOSS PER COMMON SHARE:Net loss per common shares - basic and diluted $ (0.00) $ (0.00)WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic and diluted 11,773,151 13,200,000


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Statements of Changes inStockholders' Deficit - USD

($)

PreferredStock

[Member]Series A

PreferredStock

[Member]

PreferredStock

[Member]

CommonStock

[Member][1]

AdditionalPaid-inCapital

[Member]

[1]Accumulated

Deficit[Member]

Total

Balance at Aug. 31, 2019 $ 1,320 $ 23,180 $ (245,970) $(221,470)

Balance, shares at Aug. 31,2019 13,200,000

Net loss (47,488) (47,488)Balance at Aug. 31, 2020 $ 1,320 23,180 (293,458) (268,958)Balance, shares at Aug. 31,2020 13,200,000

Issuance of Series A PreferredStock in exchange of commonstock

$ 0 $ (620) 620 0

Issuance of Series A PreferredStock in exchange of commonstock, shares

1 (6,200,000)

Net loss (36,415) (36,415)Balance at Aug. 31, 2021 $ 0 $ 700 $ 23,800 $ (329,873) $

(305,373)Balance, shares at Aug. 31,2021 1 7,000,000

[1] Effective November 8, 2019, the Company affected a forward stock split, whereby each share of commonstock issued and outstanding immediately prior to the effective time was automatically and without anyaction on the part of the respective holders thereof, split and converted into two and one half shares ofcommon stock (the "2.5-for-1 Forward Stock Split").The authorized number of shares and par value pershare remained unchanged. The Company's capital accounts have been retroactively stated to reflect the2.5-for-1 Forward Stock Split.


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Statements of Changes inStockholders' Deficit

(Parenthetical)Nov. 08, 2019

Statement of Stockholders' Equity [Abstract]Stock split ratio 2.5Stock split description 2.5-for-1 Forward Stock Split


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12 Months EndedStatements of Cash Flows -USD ($) Aug. 31, 2021 Aug. 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:Net loss $ (36,415) $ (47,488)Changes in operating assets and liabilities:Prepaid expenses 2,331 17,990Accounts payable 34,084 29,498NET CASH USED IN OPERATING ACTIVITIESNET DECREASE IN CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS - BEGINNING OF YEARCASH AND CASH EQUIVALENTS - END OF YEARSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:InterestIncome taxesNON-CASH TRANSACTIONPrepayment made by related party 1,248 5,990Operating expenses paid by related party 36,427 28,013Issuance of series a preferred stock in exchange of common stock $ 620


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12 Months EndedOrganization and Nature ofOperations Aug. 31, 2021

Organization, Consolidationand Presentation ofFinancial Statements[Abstract]Organization and Nature ofOperations

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

VISIBER57 Corp. (the “Company”), was incorporated in the State of Delaware on December 31,2013 and established a fiscal year end of August 31. Effective on March 23, 2017, the Companychanged its name to VISIBER57 CORP. and its trading symbol to “VCOR” effective April 11,2017 in connection with its plan to expand its business and rebrand its identity. The Companywas engaged in the electronic management and appointment of licensed producers in the insuranceindustry of the United States.

On August 12, 2016, in connection with the sale of a controlling interest in the Company, MarkW. DeFoor (the “Seller”), the Company’s Chief Executive Officer and Director entered into andclosed 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 of5,000,000 shares of the Company’s common stock. The Shares acquired represent approximately94.70% of the issued and outstanding shares of common stock of the Company. Following theclosing of the agreement, Mark W. DeFoor resigned from all positions held of the Company andChoong 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 licensedproducers in the insurance industry and abandoned that business model. The Company is currentlyseeking new business opportunities or acquisitions.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate ofIncorporation 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, whichbecame effective on November 8, 2019. Each one (1) share owned by a stockholder was exchangedfor two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’scommon stock issued and outstanding was increased proportionately based on the Forward StockSplit. The number of authorized shares was not adjusted. All issued and outstanding shares and pershare amounts in the accompanying historical financial statements have been retroactively adjustedto reflect the Forward Stock Split.

On February 20, 2020, 57 Society International Ltd. transferred 5,587,000 shares of the Company’scommon stock to individual shareholders. The ownership of 57 Society International Ltd.decreased from 94.70% to 52.37%.

On June 7, 2021, the Company’s Board of Directors has authorized the Company to create anew series of one share of preferred stock designated the Series A Preferred Stock at par valueof $0.0001 per share. The voting power of each share of Series A Preferred Stock is equal to110% of the issued and outstanding shares of common stock of the Company. Each share of SeriesA Preferred Stock shall be convertible into one fully paid and non-assessable share of commonstock at the option of the holder. An option to purchase 6,200,000 shares of common stock of theCompany in consideration for 1 share of Series A Preferred Stock is granted. On June 8, 2021,57 Society International Ltd. had completed the transfer of 6,200,000 shares of common stock tothe Company. The ownership of 57 Society International Ltd. decreased from 52.37% to 10.19%.On July 8, 2021, the Company and 57 Society International Ltd. entered into a stock purchaseagreement. Pursuant to the agreement, the Company issued one share of Series A Preferred Stockto 57 Society International Ltd. in consideration of the return of 6,200,000 shares of commonstock.


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12 Months EndedSummary of SignificantAccounting Policies Aug. 31, 2021

Accounting Policies[Abstract]Summary of SignificantAccounting Policies

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America and the rules and regulations of theUnited States Securities and Exchange Commission.

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 liabilitiesin the normal course of business. As reflected in the accompanying financial statements, we had anet loss of $36,415 and $47,488 for the fiscal years ended August 31, 2021 and 2020, respectively.The working capital deficit was $305,373 as of August 31, 2021. These factors raise substantialdoubt about the Company’s ability to continue as a going concern. Management cannot provideassurance that the Company will ultimately achieve profitable operations or become cash flowpositive, or raise additional debt and/or equity capital. The Company is seeking to raise capitalthrough additional debt and/or equity financings to fund its operations in the future. Althoughthe Company has historically raised capital from sales of equity, from related party workingcapital advances, and from the issuance of promissory notes, there is no assurance that it willbe able to continue to do so. If the Company is unable to raise additional capital or secureadditional lending in the near future, management expects that the Company will need to curtail itsoperations. These financial statements do not include any adjustments related to the recoverabilityand classification of assets or the amounts and classification of liabilities that might be necessaryshould the Company be unable to continue as a going concern.

Use of estimates

The preparation of the financial statements in conformity with generally accepted accountingprinciples in the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statements and the reported amounts of expensesduring the reporting period. Actual results could differ from these estimates.


The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fairvalue measurements which clarifies the definition of fair value, prescribes methods for measuringfair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair valueas follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets orliabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in activemarkets, quoted prices for identical or similar assets and liabilities in markets that are notactive, inputs other than quoted prices that are observable, and inputs derived from orcorroborated by observable market data.


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Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s ownassumptions on what assumptions the market participants would use in pricing the assetor liability based on the best available information.

The carrying amounts reported in the balance sheet for prepaid expenses, accounts payable, andamounts due to related party approximate their fair market value based on the short-term maturityof these instruments. The Company did not have any non-financial assets or liabilities that aremeasured at fair value on a recurring basis as of August 31, 2021 and 2020.

Management believes it is not practical to estimate the fair value of related party payables and dueto related party because the transactions cannot be assumed to have been consummated at arm’slength, the terms are not deemed to be market terms, there are no quoted values available for theseinstruments, and an independent valuation would not be practical due to the lack of data regardingsimilar instruments, if any, and the associated potential costs.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certainfinancial assets and liabilities at fair value (fair value option). The fair value option may be electedon an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If thefair value option is elected for an instrument, unrealized gains and losses for that instrument shouldbe reported in earnings at each subsequent reporting date. The Company did not elect to apply thefair value option to any outstanding instruments.

Related party

The Company follows ASC 850, Related Party Disclosures, for the identification of related partiesand disclosure of related party transactions.

Income taxes

Deferred income tax assets and liabilities arise from temporary differences associated withdifferences between the financial statements and tax basis of assets and liabilities, as measured bythe enacted tax rates, which are expected to be in effect when these differences reverse. Deferredtax assets and liabilities are classified as current or non-current, depending upon the classificationof the asset or liabilities to which they relate.

Deferred tax assets and liabilities not related to an asset or liability are classified as current ornon-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 amountexpected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC740-10). Certain recognition thresholds must be met before a tax position is recognized in thefinancial statements. An entity may only recognize or continue to recognize tax positions thatmeet a “more-likely-than-not” threshold. As of August 31, 2021, and 2020, the Company does notbelieve it has any uncertain tax positions that would require either recognition or disclosure in theaccompanying financial statements.

Net loss per common share

Basic net loss per common share is computed by dividing net loss by the weighted-averagenumber of common shares outstanding during the period. Diluted net loss per share is computedsimilar to basic net loss per share except that the denominator is increased to include the numberof additional common shares that would have been outstanding if the potential common shareshad been issued and if the additional common shares were dilutive. In periods where losses arereported, the weighted-average number of common stock outstanding excludes common stockequivalents, because their inclusion would be anti-dilutive. At August 31, 2021, and 2020, therewere no outstanding common share equivalents.




Management does not believe that any other recently issued, but not yet effective accountingpronouncements, if adopted, would have a material effect on the accompanying financialstatements.



12 Months EndedRelated Party Transactions Aug. 31, 2021Related Party Transactions[Abstract]Related Party Transactions NOTE 3 – RELATED PARTY TRANSACTIONS

Our related parties are the following individuals and entities:

Name Nature of Relationships

Choong Jeng Hew Company’s Chief Executive Officer, Presidentand Director

Chip Jin Eng Company’s Chief Financial Officer

57 Society international Limited (“57 Society”) Company’s shareholder and owned by ChoongJeng Hew.

Kok Low Kau Company’s shareholder and relative of ChoongJeng Hew

During the fiscal years ended August 31, 2021 and 2020, 57 Society paid $36,427 and $28,013of operating expenses, respectively, and made $1,248 and $5,990 prepayment on behalf of theCompany, respectively. As of August 31, 2021 and 2020, the Company had an outstanding payableto 57 Society in the amount of $303,678 and $266,003, respectively. The payable is unsecured,does not bear interest and is due on demand.

The Company’s principal executive offices relocated to Taiwan on August 5, 2021, which it shareswith its controlling shareholder, 57 Society, are furnished to the Company by 57 Society withoutany charge.


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12 Months EndedIncome Taxes Aug. 31, 2021Income Tax Disclosure[Abstract]Income Taxes NOTE 4 – INCOME TAXES

The Company maintains deferred tax assets and liabilities that reflect the net tax effects oftemporary differences between the carrying amounts of assets and liabilities for financial reportingpurposes and the amounts used for income tax purposes. The deferred tax assets at August 31,2021 and 2020 consist of net operating loss carry forwards. The net deferred tax asset has beenfully offset by a valuation allowance because of the uncertainty of the attainment of future taxableincome.

The Company has a deferred tax asset which is summarized as follows at:

August 31,2021 2020


Total deferred tax assets before valuation allowance 69,273 61,626Valuation allowance (69,273) (61,626)Net deferred tax assets $ — $ —

Additionally, the future utilization of the net operating loss carry forward to offset future taxableincome is subject to annual limitations as a result of ownership or business changes that mayoccur in the future. The Company has not conducted a study to determine the limitations on theutilization of these net operating losses carry forwards. If necessary, the deferred tax assets will bereduced by any carry forward that may not be utilized or expires prior to utilization as a result ofsuch limitations, with a corresponding reduction of the valuation allowance.


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12 Months EndedEquity Aug. 31, 2021Equity [Abstract]Equity NOTE 5 – EQUITY

As described in Note 1, the Company issued one share of Series A Preferred Stock to 57Society International Ltd. in consideration of the return of 6,200,000 shares of common stock. Noincremental expense was recognized for issuance of the series A Preferred Stock in exchange ofcommon stock during the fiscal year ended August 31, 2021.


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12 Months EndedSummary of SignificantAccounting Policies (Policies) Aug. 31, 2021Accounting Policies[Abstract]Basis of Presentation Basis of presentation

The accompanying financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America and the rules and regulations of theUnited States Securities and Exchange Commission.

Going Concern 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 liabilitiesin the normal course of business. As reflected in the accompanying financial statements, we had anet loss of $36,415 and $47,488 for the fiscal years ended August 31, 2021 and 2020, respectively.The working capital deficit was $305,373 as of August 31, 2021. These factors raise substantialdoubt about the Company’s ability to continue as a going concern. Management cannot provideassurance that the Company will ultimately achieve profitable operations or become cash flowpositive, or raise additional debt and/or equity capital. The Company is seeking to raise capitalthrough additional debt and/or equity financings to fund its operations in the future. Althoughthe Company has historically raised capital from sales of equity, from related party workingcapital advances, and from the issuance of promissory notes, there is no assurance that it willbe able to continue to do so. If the Company is unable to raise additional capital or secureadditional lending in the near future, management expects that the Company will need to curtail itsoperations. These financial statements do not include any adjustments related to the recoverabilityand classification of assets or the amounts and classification of liabilities that might be necessaryshould the Company be unable to continue as a going concern.

Use of Estimates Use of estimates

The preparation of the financial statements in conformity with generally accepted accountingprinciples in the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statements and the reported amounts of expensesduring the reporting period. Actual results could differ from these estimates.

Fair Value of FinancialInstruments and Fair ValueMeasurements


The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fairvalue measurements which clarifies the definition of fair value, prescribes methods for measuringfair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair valueas follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets orliabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in activemarkets, quoted prices for identical or similar assets and liabilities in markets that are notactive, inputs other than quoted prices that are observable, and inputs derived from orcorroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s ownassumptions on what assumptions the market participants would use in pricing the assetor liability based on the best available information.

The carrying amounts reported in the balance sheet for prepaid expenses, accounts payable, andamounts due to related party approximate their fair market value based on the short-term maturity


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of these instruments. The Company did not have any non-financial assets or liabilities that aremeasured at fair value on a recurring basis as of August 31, 2021 and 2020.

Management believes it is not practical to estimate the fair value of related party payables and dueto related party because the transactions cannot be assumed to have been consummated at arm’slength, the terms are not deemed to be market terms, there are no quoted values available for theseinstruments, and an independent valuation would not be practical due to the lack of data regardingsimilar instruments, if any, and the associated potential costs.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certainfinancial assets and liabilities at fair value (fair value option). The fair value option may be electedon an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If thefair value option is elected for an instrument, unrealized gains and losses for that instrument shouldbe reported in earnings at each subsequent reporting date. The Company did not elect to apply thefair value option to any outstanding instruments.

Related Party Related party

The Company follows ASC 850, Related Party Disclosures, for the identification of related partiesand disclosure of related party transactions.

Income Taxes Income taxes

Deferred income tax assets and liabilities arise from temporary differences associated withdifferences between the financial statements and tax basis of assets and liabilities, as measured bythe enacted tax rates, which are expected to be in effect when these differences reverse. Deferredtax assets and liabilities are classified as current or non-current, depending upon the classificationof the asset or liabilities to which they relate.

Deferred tax assets and liabilities not related to an asset or liability are classified as current ornon-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 amountexpected to be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC740-10). Certain recognition thresholds must be met before a tax position is recognized in thefinancial statements. An entity may only recognize or continue to recognize tax positions thatmeet a “more-likely-than-not” threshold. As of August 31, 2021, and 2020, the Company does notbelieve it has any uncertain tax positions that would require either recognition or disclosure in theaccompanying financial statements.

Net Loss Per Common Share Net loss per common share

Basic net loss per common share is computed by dividing net loss by the weighted-averagenumber of common shares outstanding during the period. Diluted net loss per share is computedsimilar to basic net loss per share except that the denominator is increased to include the numberof additional common shares that would have been outstanding if the potential common shareshad been issued and if the additional common shares were dilutive. In periods where losses arereported, the weighted-average number of common stock outstanding excludes common stockequivalents, because their inclusion would be anti-dilutive. At August 31, 2021, and 2020, therewere no outstanding common share equivalents.

Recent AccountingPronouncements


Management does not believe that any other recently issued, but not yet effective accountingpronouncements, if adopted, would have a material effect on the accompanying financialstatements.


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12 Months EndedIncome Tax (Tables) Aug. 31, 2021Income Tax Disclosure [Abstract]Summary of Deferred Tax Asset The Company has a deferred tax asset which is summarized as follows at:

August 31,2021 2020


Total deferred tax assets before valuationallowance

69,273 61,626

Valuation allowance (69,273) (61,626)Net deferred tax assets $ — $ —


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Organization and Nature ofOperations (Details

Narrative)

Jun. 08,2021

shares

Jun. 07,2021

$ / sharesshares

Jun. 07,2021

$ / shares

Feb. 20,2020

shares

Nov.08,

2019Sep. 18, 2019

Aug. 12,2016

shares

Aug.31,

2021$ /

shares

Aug.31,

2020$ /

shares

Feb.19,

2020

Stock split ratio 2.5 2.5Stock split description The Company

filed aCertificate ofAmendment toits CertificateofIncorporationwith theDelawareSecretary ofState toimplement a2.5-for-1forward stocksplit (the"ForwardStock Split")of theCompany'sissued andoutstandingcommon stock,which becameeffective onNovember 8,2019. Eachone (1) shareowned by astockholderwas exchangedfor two-and-one-half (2.5)shares ofcommon stock,and thenumber ofshares of theCompany'scommon stockissued andoutstandingwas increasedproportionatelybased on theForward StockSplit.

Preferred stock, par value | $ /shares

$0.0001

$0.0001


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Series A Preferred Stock[Member]Preferred stock, par value | $ /shares $ 0.0001 $ 0.0001 $

0.0001$0.0001

Preferred stock, voting rightsdescription

The votingpower ofeach shareof Series APreferredStock isequal to110% ofthe issuedandoutstandingshares ofcommonstock of theCompany.

57 Society International Ltd[Member]Option to purchase commonstock 6,200,000

Number of shares purchased 5,587,000Decreased ownershippercentage 10.19% 52.37% 52.37% 52.37% 94.70%

57 Society International Ltd[Member] | Series A PreferredStock [Member]Number of shares issued inconsideration 1

Common Stock [Member] | 57Society International Ltd[Member]Number of shares purchased 6,200,000Share Purchase Agreement[Member] | Common Stock[Member] | 57 SocietyInternational Limited[Member]Acquired percentage 94.70%Mark W. DeFoor [Member] |Share Purchase Agreement[Member] | Common Stock[Member]Number of shares issuedpurchased 5,000,000


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12 Months EndedSummary of SignificantAccounting Policies (Details

Narrative) - USD ($) Aug. 31, 2021 Aug. 31, 2020

Accounting Policies [Abstract]Net loss $ (36,415) $ (47,488)Working capital deficit $ 305,373Anti-dilutive ordinary shares


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12 Months EndedRelated Party Transactions(Details Narrative) - USD ($) Aug. 31, 2021 Aug. 31, 2020

Due to related party $ 303,678 $ 266,00357 Society International Limited [Member]Paid of related party expenses 36,427 28,013Prepayment made by related party 1,248 5,990Due to related party $ 303,678 $ 266,003


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Income Tax - Summary ofDeferred Tax Asset (Details)

- USD ($)Aug. 31, 2021 Aug. 31, 2020

Income Tax Disclosure [Abstract]Net operating loss carry forward $ 69,273 $ 61,626Total deferred tax assets before valuation allowance 69,273 61,626Valuation allowance (69,273) (61,626)Net deferred tax assets


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Equity (Details Narrative) -57 Society International Ltd

[Member] - sharesJun. 08, 2021 Jun. 07, 2021 Feb. 20, 2020

Number of shares purchased 5,587,000Common Stock [Member]Number of shares purchased 6,200,000Series A Preferred Stock [Member]Number of shares issued in consideration 1


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VISIBER57 CORP. Form 10-K Annual Report Filed 2022-01-05

Documents

Transcript of VISIBER57 CORP. Form 10-K Annual Report Filed 2022-01-05