UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the fiscal period ended: May 31, 2019February 29, 2020

or

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

For the transition period from ___________ to ___________

VISIBER57 CORP.

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

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

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

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

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

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

Securities Registered Pursuant to Section 12(b) of the Act:

State the numberAs of April 9, 2020, 13,200,000 shares outstanding of each of the issuer’s classes ofregistrant’s common equity, as of the latest practicable date: 5,280,000 Shares of Common Stock, as of July 12, 2019.stock, par value $0.0001 per share, were outstanding.

VISIBER57 CORP.

Form 10-Q

May 31, 2019February 29, 2020

INDEX

PART I - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

VISIBER57 CORP.

FINANCIAL STATEMENTSBALANCE SHEETS

VISIBER57 CORP.

BALANCE SHEETS 

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

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

VISIBER57 CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

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

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

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the NineSix Months Ended May 31, 2019February 29, 2020

(Unaudited)

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

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

VISIBER57 CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the NineSix Months Ended May 31, 2018February 28, 2019

(Unaudited)

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

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

VISIBER57 CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

VISIBER57 CORP.

Notes to Unaudited Financial Statements

May 31, 2019February 29, 2020

VISIBER57 Corp. (referred to herein as “we,” “our,” “us” or the(the “Company”), was incorporated in the State of Delaware on December 31, 2013 under the name “eBizware.com, Inc.” and established a fiscal year end of 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 the electronic management and appointment of licensed producers in the insurance industry of the United States.

On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor (the “Seller”), the Company’s then Chief Executive Officer and Director entered into and closed on a Share Purchase Agreement (the “Agreement”) with 57 Society International Limited, (“57 Society,”Society”), a Hong Kong company, whereby 57 Society purchased from the Seller a total of 5,000,000 shares of the Company’s common stock. The sharesShares acquired representedrepresent approximately 94.70% of the then issued and outstanding shares of common stock of the Company. Following the closing of the Agreement,agreement, Mark W. DeFoor resigned from all positions held withof the Company and Choong Jeng Hew was appointed as the Chief Executive Officer and President of the Company. The Company then ceased its activities in the electronic management and appointment of licensed producers in the insurance industry and abandoned that business model. The Company is currently seeking new business opportunities or acquisitions.

On March 23, 2017, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017 in order to expand its business and rebrand its identity. The Company is currently seeking new business opportunities or acquisitions.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All share and per share amounts in the accompanying financial statements for the prior period have been retroactively adjusted to reflect the Forward Stock Split.

Basis of presentation

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

Going concern

These unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited financial statements, the Company had a net loss of $54,248$27,081 and $60,081$37,350 for the ninesix months ended May 31,February 29, 2020 and February 28, 2019, and 2018, respectively. The working capital deficit was $206,892$248,551 as of May 31, 2019.February 29, 2020. The net cash generated from operating activities was $0 for both ninesix months ended May 31, 2019February 29, 2020 and 2018.February 28, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of this report.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from related party working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These unaudited financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates.

VISIBER57 CORP.

Notes to Unaudited Financial Statements

February 29, 2020

Related party

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

Net loss per common share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. At February 29, 2020, there were 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 a material effect on the accompanying financial statements.

During the ninesix months ended May 31,February 29, 2020 and February 28, 2019, and 2018, 57 Society, a Company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $38,338$20,783 and $48,307,$27,584, of operating expenses, respectively, and made $5,990$4,493 and $15,990$4,325 prepayment, respectively, on behalf of the Company. As of May 31, 2019February 29, 2020 and August 31, 2018,2019, the Company had an outstanding payable to 57 Society in the amount of $207,935$257,276 and $163,607,$232,000, respectively. The payable is unsecured, does not bear interest and is due on demand.

The Company’s principal executive offices in Hong Kong, which it shares with its controlling shareholder, 57 Society, are furnished to the Company by 57 Society without any charge.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All share and per share amounts in the accompanying financial statements for the prior period have been retroactively adjusted to reflect the Forward Stock Split.

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.

Company Overview

VISIBER57 CORP. (the “Company”), formerly eBizware, Inc., a Delaware corporation, was formed on December 31, 2013. The Company is headquartered at Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Company was previously engaged in the electronic management and appointment of licensed producers in the insurance industry of the United States.

On August 12, 2016, in connection with the sale of a controlling interest in the Company, Mark W. DeFoor, (the “Seller”), the Company’s thenformer Chief Executive Officer and Director, entered into and closed on athat certain Share Purchase Agreement (the “Agreement”) with 57 Society, International Limited, (“57 Society”), a Hong Kong company, whereby 57 Society purchased from the SellerMr. DeFoor a total of 5,000,000 shares of the Company’s common stock.stock for an aggregate price of $321,000. The shares acquired represented approximately 94.70% of the then issued and outstanding shares of common stock of the Company. Following the closing of the Agreement, Mark W. DeFoor resigned from all positions held withof the Company and Choong Jeng Hew was appointed as the Chief Executive Officer and President of the Company. The Company then ceased its activities in the electronic management and appointment of licensed producers in the insurance industry and abandoned that business model. The Company is currently seeking new business opportunities or acquisitions.

On March 23, 2017, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name from eBizware, Inc. to VISIBER57 CORP. and its trading symbol to “VCOR” with an effective date of April 11, 2017 in order to expand its business and rebrand its identity.

2017. The Company is currently seeking new business opportunities or acquisitions including the exploration of acquiring, developing and launching a cloud-based APPapplication (APP) that utilizes a predictive algorithm to foster closely knitted communities made up of individuals, families and businesses from a diverse background.

On September 18, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to implement a 2.5-for-1 forward stock split (the “Forward Stock Split”) of the Company’s issued and outstanding common stock, which became effective on November 8, 2019. Each one (1) share owned by a stockholder was exchanged for two-and-one-half (2.5) shares of common stock, and the number of shares of the Company’s common stock issued and outstanding was increased proportionately based on the Forward Stock Split. The number of authorized shares was not adjusted. All issued and outstanding shares and per share amounts in the accompanying historical financial statements have been retroactively adjusted to reflect the Forward Stock Split.

No timetable has been set to accomplish our business objectives and we do notpresently have any firm commitment from any third parties to acquire or develop this business or raise the capital needed upon terms acceptable to us, or at all.us. When we commence this implementation and secure financing, we will identify our plan of operations, a marketing strategy, opportunities and competition.

Concurrently with the closing of the Agreement, Choong Jeng Hew was appointed as our Chief Executive Officer and Director and Chip Jin Eng was appointed as our Chief Financial Officer, Treasurer, Secretary and Director. At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

Results of Operations

The following comparative analysis on results of operations was based primarily on the comparative unaudited financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Three and NineSix Months Ended May 31,February 29, 2020 and February 28, 2019 and 2018

Revenue

The Company did not generate revenues during the three and ninesix months ended May 31, 2019February 29, 2020 and 2018.February 28, 2019.

Total Operating Expenses

For the three months ended May 31, 2019,February 29, 2020, the Company incurred operating expenses, in the amount of $16,898$9,875 compared to $18,414$14,113 for the three months ended May 31, 2018,February 28, 2019, a decrease of $1,516$4,238 or 8%30%. The decrease was attributable to a decrease in professional fees of $2,004$4,238 or 14%44%, primarily due to reduction in legal fees.

For the six months ended February 29, 2020, the Company incurred operating expenses in the amount of $27,801 compared to $37,350 for the six months ended February 28, 2019, a decrease of $10,269 or 28%. The decrease was attributable to a decrease in professional fees of $10,938 or 39%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $488 or 12%.

For the nine months ended May 31, 2019, the Company incurred operating expenses in the amount of $54,248 compared to $60,081 for the nine months ended May 31, 2018, a decrease of $5,833 or 10%. The decrease was attributable to a decrease in professional fees of $6,766 or 14%, primarily due to reduction in legal fees, offset by an increase in general and administrative expenses of $933$669 or 7%.

Net Loss

The Company incurred a net loss for the three months ended May 31, 2019February 29, 2020 in the amount of $16,898$9,875 compared to a net loss$14,113 for the three months ended May 31, 2018 in the amount of $18,414,February 28, 2019, a decrease of $1,516$4,238 or 8%30%. This decrease was a result of the decrease in total operating expenses as discussed above.

The Company incurred a net loss for the ninesix months ended May 31, 2019,February 29, 2020, in the amount of $54,248$27,801 compared to $60,081$37,350 for the ninesix months ended May 31, 2018,February 28, 2019, a decrease of $5,833$10,269 or 10%28%. This decrease wasis a result of the decrease in total operating expenses as discussed above.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of May 31, 2019,February 29, 2020, the Company’s working capital deficit amounted to $206,892,$248,551, an increase of $54,248$27,081 or 36%12% of working capital deficit as compared to working capital deficit of $152,644$221,470 as of August 31, 2018.2019. This increase in working capital deficit was primarily a result of an increase in the current liability accounts resulting from an increase in due to related party of $44,328$25,276 or 27%, and accounts payable11% offset by a decrease in prepaid expenses of $2,584$3,005 or 81%21% and a decrease in the current asset account, prepaid expensesaccounts payable of $7,336$1,200 or 52%32%.

During the ninesix months ended May 31,February 29, 2020 and February 28, 2019, 57 Society, a companyCompany under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $20,783 and President, paid $38,338$27,584, of operating expenses, respectively, and made $5,990$4,493 and $4,325 prepayment, respectively, on behalf of the Company. As of May 31, 2019February 29, 2020 and August 31, 2018,2019, the Company had an outstanding payable to 57 Society in the amount of $207,935$257,276 and $163,607,$232,000, respectively. The payable is unsecured, does not bear interest and is due on demand.

For the ninethree and six months ended May 31,February 29, 2020 and February 28, 2019, net cash used in operating activities amounted to $0 as compared to net cash used in operating activities for the nine months ended May 31, 2018 of $0.

For the nine months ended May 31, 2019, net cash flow from financing activities amounted to $0 as compared to net cash flow from financing activities for the nine months ended May 31, 2018 of $0.both periods.

We do not have sufficient resources to effectuate our business plan. We will have to raise additional funds to pay for all of our planned expenses. We potentially will have to issue additional debt or equity, or enter into a strategic arrangement with a third party to carry out our business plan. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company. We are dependent upon our controlling shareholders to provide or loan us funds to meet our working capital needs.

Going Concern

TheThese unaudited financial statements included in this report, have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited financial statements, the Company had a net loss of $54,248$27,081 and $60,081$37,350 for the ninesix months ended May 31,February 29, 2020 and February 28, 2019, and 2018, respectively. The working capital deficit was $206,892$248,551 as of May 31, 2019.February 29, 2020. The net cash used ingenerated from operating activities was $0 for both ninesix months ended May 31, 2019February 29, 2020 and 2018.February 28, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance of this report.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity, from related party working capital advances, and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. TheThese unaudited financial statements included in this report, do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of May 31, 2019,February 29, 2020, we had no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Not applicable.

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controlsManagement is responsible for the preparation of our financial statements and procedures (asrelated information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(e) under the Exchange Act) thatAct. These internal controls are designed to ensureprovide reasonable assurance that the reported financial information required to be disclosed by us in reportsis presented fairly, that we file underdisclosures are adequate and that the Exchange Act is recorded, processed, summarized and reported as specifiedjudgments inherent in the SEC’s rulespreparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and formsoverriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that such information required to be disclosed by usthe receipts and expenditures of company assets are made in reportsaccordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that we file undercould have a material effect on our financial statements.

Under the Exchange Act is accumulated and communicated to oursupervision of management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performedwe conducted an evaluation of the effectiveness of our disclosure controlsinternal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and procedures as of May 31, 2019.subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures wereinternal control over financial reporting was not effective as of May 31, 2019.February 29, 2020 because it identified the following material weakness:

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

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls over Financial Reporting.

There have been no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

None.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

None.

None.

Not applicable.

None.

Exhibits

* filed herewith.

SIGNATURES

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