VISIBER57 CORP. - Quarter Report: 2016 February (Form 10-Q)

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

eBizware Inc.

(Name of Registrant in its Charter)

Delaware	333-201239	61-1633330
(State or Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5251 West 116^th Place, Suite 200

Overland Park, KS 66211

 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 913.826.6888

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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  X .  No      .

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

Large accelerated filer      .  Accelerated filer      .  Non-accelerated filer      .  Smaller reporting company  X .

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

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes      .  No      .

Applicable only to corporate issuers:

 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock		Outstanding Shares at April 11, 2016
Common Stock, par value $.001 per share		5,280,000

 

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TABLE OF CONTENTS
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements	3
	Balance Sheets (Unaudited)	3
	Statements of Operations (Unaudited)	4
	Statements of Cash Flows (Unaudited)	5
	Notes to (Unaudited) Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11
PART II	OTHER INFORMATION	11
Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 1B	Unresolved Staff Comments	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Reserved	11
Item 5	Other Information	11
Item 6	Exhibits	12
Signatures		13

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

eBIZWARE INC.
BALANCE SHEETS
(UNAUDITED)
						February 29, 2016			August 31, 2015
ASSETS
	CURRENT ASSETS
		Cash			$	1,357		$	8,917
		Accounts receivable, related party				18,750			15,000
				Total current assets		20,107			23,917
	TOTAL ASSETS				$	20,107		$	23,917
LIABILITIES AND STOCKHOLDERS' DEFICIT
	CURRENT LIABILITIES
		Accounts payable			$	13,309		$	6,529
		Accounts payable - related party				7,559			18,978
				Total current liabilities		20,868			25,507
	TOTAL LIABILITIES					20,868			25,507
	STOCKHOLDERS' DEFICIT
		Preferred stock; $0.0001 par value, authorized: 75,000,000 shares, no shares issued and outstanding as of February 29, 2016 and August 31, 2015, respectively				-			-
		Common stock; $0.0001 par value, authorized: 500,000,000 shares, 5,280,000 and 5,065,000 shares issued and outstanding as of February 29, 2016 and August 31, 2015, respectively				528			507
		Additional paid-in capital				13,972			3,244
		Accumulated deficit				(15,261)			(5,340)
				Total stockholders' deficit		(761)			(1,590)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT				$	20,107		$	23,917
The accompanying notes are an integral part of these unaudited financial statements

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eBIZWARE INC.
STATEMENTS OF CASH FLOW
(UNAUDITED)
						FOR THE SIX MONTHS ENDED FEBRUARY 29, 2016			FOR THE SIX MONTHS ENDED FEBRUARY 28, 2015
	CASH FLOWS FROM OPERATING ACTIVITIES:
		Net income (loss)			$	(9,921)		$	5,890
	Adjustments to reconcile net income (loss)
		to net cash used in operating activities:
	Changes in operating assets and liabilities:
		Accounts receivable- related party				(3,750)			(3,750)
		Accounts payable				6,780			4,000
		Accounts payable - related party				(10,000)			-
			Net cash provided by (used in) operating activities			(16,891)			6,140
	CASH FLOWS FROM FINANCING ACTIVITIES:
		Net advances from (payments to) related party				(1,419)			-
		Proceeds from sale of common stock				10,750			-
			Net cash provided by financing activities			9,331			-
	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(7,560)			6,199
	CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD					8,917			500
	CASH AND CASH EQUIVALENTS - END OF PERIOD				$	1,357		$	6,699
	SUPPLEMENTAL CASH FLOW INFORMATION:
		Cash paid for interest			$	-		$	-
		Cash paid for income taxes			$	-		$	-
The accompanying notes are an integral part of these unaudited financial statements

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eBizware Inc.

Notes to Financial Statements

For the six months ended February 29, 2016

(UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

eBizware Inc. (the “Company”), was incorporated in the State of Delaware on December 31, 2013 and established a fiscal year end of August 31. The Company is engaged in the electronic management and appointment of licensed producers in the insurance industry of the United States.

NOTE 2 – BASIS OF PRESENTATION, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim 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 for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended February 29, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2016. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2015 Annual Report filed with the SEC on November 19, 2015.

Going concern

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has not established sufficient operations or revenues to sustain the company. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital though the sale of equity or debt instruments to implement its business plan.

 

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eBizware Inc.

Notes to Financial Statements

For the six months ended February 29, 2016

(UNAUDITED)

NOTE – 3 – RELATED PARTY TRANSACTIONS

Related Party Payable

The Company had the following payables activity with related parties:

Balance – August 31, 2015		$	18,978
Decrease in accounts payable related party	(1)		(10,000)
Decrease due to net repayment to related party	(2)		(1,419)
Balance – February 29, 2016		$	7,559

(1)

Represents amounts paid to simTraction LLC for system development, Mark DeFoor, the Company’s President and CEO is a member of the related party.

(2)

Represents amounts repaid on advances from Mark DeFoor, the Company’s President and CEO.

Revenue and Accounts Receivable

On June 30, 2014, the Company signed a two-year service agreement with a related party, Cool Creek Solutions. An immediate family member of the Company’s President and CEO was a member of Cool Creek Solutions. Cool Creek Solutions, LLC is paying the Company a fixed fee of $3,750 per month for a period of 2 years for software services. As of February 29, 2016, accounts receivable from Cool Creek totaled $18,750.

NOTE 4 – STOCKHOLDERS’ DEFICIT

 

Common stock sold for cash

In September 10, 2015 the Company issued 280,000 shares for $10,750 at a price of $0.20 per share.

NOTE 5 - MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

Concentration of Revenue

On June 30, 2014, the Company signed a two year service agreement with a third party, Cool Creek Solutions. Cool Creek Solutions, LLC is paying the Company a fixed fee of $3,750 per month for a period of 2 years. For the six months ended February 29, 2016, revenue from Cool Creek Solutions, LLC was $22,500. 100% of the Company’s revenue of $22,500 during the six months ended February 29, 2016 was generated under this agreement.

Concentration of Accounts Receivable

At November 30, 2015, one customer who is a related party accounts for 100% of accounts receivable

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Form 10-Q may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and to the insurance sector in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the Federal securities laws or otherwise.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described under “Risk Factors” and the following:

 

	•		ineffectiveness or obsolescence of our business strategy due to changes in current or future market conditions;

 

	•		developments that may delay or limit our ability to enter new markets as quickly as we anticipate;

 

	•		changes in technology that causes our product to be obsolete;

 

	•		acceptance by our targeted customer of a competing product;

 

	•		changes in regulations or laws applicable to us, our subsidiaries, brokers or customers;

 

	•		loss of the services of any of our executive officers or other key personnel;

 

	•		insufficient revenue to support further development or operation of the Company;

 

	•		changes in accounting policies or practices;

 

	•		changes in general economic conditions, including inflation, interest rates and other factors;

 

	•		future litigation or governmental proceedings.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we project. Any forward-looking statements you read in this Form 10-Q reflect our views as of the date of this Form 10-Q with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. Before making an investment decision, you should specifically consider all of the factors identified in this Form 10-Q that could cause actual results to differ.

Overview

Company Overview

eBizware Inc. (the “Company”), a Delaware corporation, was formed on December 31, 2013. The Company is headquartered at 5251 West 116^th Place, Suite 200, Overland Park Kansas 66211. The Company was formed to continue the development and distribution of a software solution that provides visual online data resource for our customers to integrate with third party implementations.

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The exchange of data is a constant problem for most organizations no matter what their size. eBizware began operations with the intent of providing customers with middle-ware applications. Our tools allow for the customer to attach our software to their resident database, no matter the manufacturer, via an online connection string builder. Once the customer’s database is attached to the eBizware tool, you have the ability, through our online resource, resident or on one of our servers, to choose the data you would like to distribute and how you would like to distribute it. eBizware offers several standard delivery options, the system can deliver a .csv file (comma separated value file), a txt file, web service or API (application programming interface), all without any additional programming or resources.

The system is currently operational and in production for one customer who is a related party. We are working towards the next release, which will include a complete Email Notification Factory. The email factory will allow current customers the ability to map the data from our production system and create bulk email notifications from those results. The factory is in beta testing now and should be able to be in production within the next 60 days.

The Company began generating revenue in September 2014 with a related party, and has several options to increase the revenue. Our revenue model is a subscription service, paid monthly prior to the beginning of that month. 

Organizational Structure

Our Officer, Mark W. DeFoor, handle the operational business functions, including corporate administration and development responsibility. We have no employees. Our officers receive no salaries.

Products and Services

The Company provides customers with middle-ware applications. Our tools allow for the customer to attach our software to their resident database, no matter the manufacturer, via an online connection string builder. Once the customer’s database is attached to the eBizware tool, you have the ability, through our online resource, resident or on one of our servers, to choose the data you would like to distribute and how you would like to distribute it. eBizware offers several standard delivery options, the system can deliver a .csv file (comma separated value file), a txt file, web service or API (application programming interface), all without any additional programming or resources.

Risks, Uncertainties and Trends Relating to the Company and Industry

Web-based technology solutions are intensely competitive in the United States as many software development companies are focused on medical and healthcare applications. We have numerous competitors in the United States and elsewhere. Several of these competitors have already successfully marketed and commercialized products that compete with our products. Our success is dependent upon our ability to effectively and profitably produce, market, and sell our products. Our business strategy and success is dependent on the skills and knowledge of our management team. The marketability and profitability of our products is subject to unknown economic conditions, which could significantly impact our business, financial condition, the marketability of our products and our profitability. We are vulnerable to the current economic crisis which may negatively affect our profitability. Our success depends, in part, on the quality and operability of our products. Furthermore, the Company has no active sales staff so generating new clients may be difficult.

Results of Operations for the six and three months ended February 29, 2016 compared to February 28, 2015.

 

We generated related party revenue of $11,250 for the three months ended February 29, 2016. We incurred expenses of $5,859 and a net loss in the amount of $5,391 for the three months ended February 29, 2016. Our expenses during the quarter consisted of audit and accounting fees of $5,500, professional fees of $165, bank service charges of $25, misc charges of $144 and fees to the State of Delaware of $25. By comparison, we generated related party revenue of $11,250. We incurred expenses of $5,028 and net income in the amount of $6,222 for the three months ended February 28, 2015. Our expenses consisted of audit and accounting fees of $1,250, professional fees of $3,236 and misc fees of $542.

We generated related party revenue of $22,500 for the six months ended February 29, 2016. We incurred expenses of $32,421and a net loss in the amount of $9,921 for the six months ended February 29, 2016. Our expenses during period consisted of legal and accounting fees of $7,100, professional fees of $15,165, bank service charges of $25, and fees to the State of Delaware of $169, Computer and Internet expenses of $4,095, leads expense of $3,392, NAIC appointment fees of $2,348, office supplies of $68, and rent expense of $59. By comparison, we generated related party revenue of $22,500. We incurred expenses of $16,610 and net income in the amount of $9,921 for the six months ended February 28, 2015. Our expenses consisted of audit and accounting fees of $9,250, and professional fees of $3,236, misc fees of $4,042, office supplies expense of $23, and rent expense of $59.

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Liquidity and Capital Resources

 

As of February 29, 2016, we had total current assets of $20,107, consisting of cash of $1,357 and accounts receivable from related party of $18,750. We had current liabilities of $20,868. Accordingly, we had a working capital deficit of $761 as of February 29, 2016.

On December 23, 2014, the Company commenced registration of its common stock by filing a Form S-1 registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which was effective on August 24, 2015. Thereafter, during its offering, the Company sold 280,000 shares of common stock, par value $0.001, at a fixed price of $.05 per share in exchange for $14,000.

Based on our anticipated level of revenues, we believe that funds generated from operations, together with existing cash and cash available from financing activities in 2016, will be sufficient to finance our operations and planned capital expenditures through 2017.

We will continue to pursue traffic to our web site and actively seek new customers. We believe these actions will position us to capitalize on opportunities as they arise in the industry. However, there can be no assurance that these actions will be successful. Should volumes and revenues decline to a level significantly below our current expectations, we would reduce capital expenditures and implement cost-reduction initiatives which we believe would be sufficient to ensure that funds generated from operations, together with existing cash, would be sufficient to finance our current operations through 2017.

We may also seek to raise additional cash to fund future investments or acquisitions we may decide to pursue. To the extent it becomes necessary to raise additional cash in the future, we may seek to raise it through the sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or loans, issuance of common stock, or a combination of the foregoing. We currently do not have any binding commitments for, or readily available sources of, additional financing. Nor do we have any current plans to raise additional capital. However, we reserve the right to raise additional capital in the future in which case the percentage ownership of our shareholders would be diluted. We cannot provide any assurances that we will be able to secure the additional cash or working capital we may require to continue our operations.

Going Concern

 

As discussed in the notes to our financial statements, we have no established sufficient sources of revenue. This has raised substantial doubt for our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Critical Accounting Policies and Estimates

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Arrangements.

The Company did not have any contractual arrangements as of February 29, 2016.

Off-Balance Sheet Arrangements.

As of February 29, 2016, the Company did not have any off-balance sheet arrangements.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

Item 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our CEO/CFO who does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

None.

Item 1A. RISK FACTORS.

Not applicable.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

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

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. RESERVED.

Item 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheet, (ii) Condensed Statement of Operations, (iii) Condensed Statement of Changes in Stockholders’ Income (Loss) (iv) Condensed Statements of Cash Flows, and (v) Notes to Condensed Financial Statements
*Filed herewith

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SIGNATURE

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

	eBizware Inc.
Dated: April 11, 2016	By:	/s/ Mark W. DeFoor
		Mark W. DeFoor
		President & Chief Financial Officer

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