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ITEM
2.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Cautionary
Note Regarding Forward-Looking Information and Factors That May Affect Future Results
This
quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations
and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking
information so that investors can better understand a company’s future prospects and make informed investment decisions.
This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking
statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance.
We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “will”
and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include
statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome
of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations
and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form
10-K as filed with the SEC on December 15, 2016, as the same may be updated from time to time in documents that we file with the
SEC.
We
caution that these factors could cause our actual results of operations and financial condition to differ materially from those
expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake
no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to
time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on
our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
The
following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere
in this quarterly report on Form 10-Q.
Company
Overview
eBizware.com,
Inc. (the “Company”), a Delaware corporation, was formed on December 31, 2013. The Company is headquartered at Unit
B19, 9/F, Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. The Company was formed to continue the development
and distribution of a software solution that provides visual online data resource for our customers to integrate with third party
implementations.
On
August 12, 2016, in connection with the sale of a controlling interest in our company, Mark W. DeFoor the Company’s former
Chief Executive Officer and Director entered into and closed on that certain Share Purchase Agreement (the “Agreement”)
with 57 Society, whereby 57 Society purchased from Mr. DeFoor a total of 5,000,000 shares of the Company’s common stock
(the “Shares”) for an aggregate price of $321,000. The Shares acquired represented approximately 94.7% of the issued
and outstanding shares of common stock of the Company.
On
August 12, 2016, the Company discontinued its activities related to the electronic management and appointment of licensed producers
in the insurance industry and commenced exploration of its new business by way of developing and launching a mobile
device application (APP) that encourages community building centered around the use of a cloud-based APP. The concept for development
of this APP surrounds the use of “Numbers 1-9” where products are expected to be customizable according to individual
color preferences and suitable number combinations.
Concurrently
with the closing of the Stock Purchase Agreement, Choong Jeng Hew was appointed as our Chief Executive Officer and sole Director
and Chip Jin Eng was appointed as our Chief Financial Officer, treasurer and secretary. At this time, we do not have any written
employment agreement or other formal compensation agreements with our new officers and director. Compensation arrangements are
the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
Results
of Operations
The
following comparative analysis on results of operations was based primarily on the comparative unaudited financial statements,
footnotes and related information for the periods identified below and should be read in conjunction with the financial statements
and the notes to those statements that are included elsewhere in this report.
Revenue
.
The Company did not generate revenues during the three months ended November 30, 2016 and 2015.
Total
Operating Expenses
. For the three months ended November 30, 2016, the Company incurred operating expenses, in the amount
of $17,611 compared to $20,750 for the three months ended November 30, 2015, a decrease of $3,139 or 15.1%. The decrease was attributable
to a decrease in professional fees of $2,095 and a decrease in general and administrative expenses of $1,044.
Income
from Discontinued Operations.
On August 12, 2016, the Company discontinued activities related to the electronic management
and appointment of licensed producers in the insurance industry. Accordingly, the operating results of this business been
classified as discontinued operations in our statements of operations for all periods presented. During the three months
ended November 30, 2016 and 2015, the Company generated $0 and $11,250 in revenues from a related party and incurred operating
expenses of $0 and $5,812, and reflected income from discontinued operation of $0 and $5,438, respectively.
Net
Loss
. The Company incurred a net loss for the three months ended November 30, 2016, in the amount of $17,611 compared
to a net loss for the three months ended November 30, 2015 in the amount of $15,312.
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 November 30,
2016, working capital deficit amounted to $16,319, an increase of $17,611 as compared to working capital of $1,292 as of
August 31, 2016. This increase is primarily a result of an increase in due to related party of $14,925 and an increase
in accounts payable of $4,765 offset by an increase in prepaid expenses of $2,079.
During
the three months ended November 30, 2016, 57 Society, a company under the common control of Choong Jeng Hew, the Company’s
Chief Executive Officer, paid $14,925 of operating expenses on behalf of the Company. As of November 30. 2016 and August 31, 2016,
the Company had outstanding payable to 57 Society in the amount of $18,906 and $3,981, respectively. The payable is unsecured,
does not bear interest and is due on demand.
For
the three months ended November 30, 2016, net cash used in operating activities amounted to $0 as compared to net cash used in
operating activities for the three months ended November 30, 2015 of $13,682.
For the three months
ended November 30, 2016, net cash flow provided by financing activities amounted to $0 as compared to net cash flow
from financing activities for the three months ended November 30, 2015 of $9,331. During the three months ended November 30, 2015,
we received proceeds from the sale of common stock of $10,750 and we repaid net related party advances of $1,419.
We
do not have sufficient resources to effectuate all aspects of our business plan. We will have to raise additional funds to pay
for all of our planned expenses. We potentially will have to issue additional debt or equity, or enter into a strategic arrangement
with a third party to carry out some aspects of our business plan. There can be no assurance that additional capital will be available
to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines
of credit or any other sources. Since we have no other such arrangements or plans currently in effect, our inability to raise
funds for the above purposes will have a severe negative impact on our ability to remain a viable company. We are dependent upon
our controlling shareholders to provide or loan us funds to meet our working capital needs.
Going
Concern
Our
financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things,
the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying
financial statements, we had a net loss from continuing operations of $17,611 and $20,750 for the three months ended November
30, 2016 and 2015, respectively. The net cash used in operations was $0 for the three months ended November 30, 2016 and 57 Society,
a company under the common control of Choong Jeng Hew, the Company’s Chief Executive Officer, paid $9,930 of operating
expenses and made $4,995 prepayment on behalf of the Company. Additionally, the Company discontinued its operating business
and is seeking new business opportunities and acquisitions. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management cannot provide assurance that the Company will ultimately achieve profitable operations
or become cash flow positive, or raise additional debt and/or equity capital. The Company is seeking to raise capital through
additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital
from sales of equity, from related party working capital advances, and from the issuance of promissory notes, there is no assurance
that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in
the near future, management expects that the Company will need to curtail its operations. These financial statements do not include
any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
Off-Balance
Sheet Arrangements
Under
SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to investors. As of November 30, 2016, we have no off-balance
sheet arrangements.
Critical
Accounting Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
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ITEM
4.
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CONTROLS
AND PROCEDURES
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Evaluation
of Disclosure Controls and Procedures.
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that
information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and
reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that
we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive
Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as
of November 30, 2016. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer,
concluded that our disclosure controls and procedures were not effective as of November 30, 2016 for the reasons discussed below.
In addition, management identified the following material weaknesses in its assessment of the effectiveness of disclosure
controls and procedures as of November 30, 2016:
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1)
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We
do not have an Audit Committee
. While not being legally obligated to have an audit committee, it is the management’s
view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s
financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a
member that is considered to be independent of management to provide the necessary oversight over management’s activities.
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2)
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We
did not maintain appropriate segregation of duties
. As of November 30, 2016, the Company did not require dual signature on
the Company’s bank accounts. Alternatively, the effect of this cash control issue was mitigated by the fact that the Company
had limited transactions in its bank account.
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3)
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We
have not implemented policies and procedures that provide for multiple levels of supervision
and review
. During the fiscal year ended 2016, Mark W. DeFoor, performed all accounting
and reporting duties and there was no supervision and review. Currently, we use an accounting
services provider to assist us with bookkeeping and financial reporting
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4)
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The
Company does not have well-established procedures to authorize and approve related party transactions
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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 three months ended November 30, 2016 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.