DEF 14C 1 def14c.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C

 

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

Check the appropriate box:

 

[  ] Preliminary Information Statement

[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[X] Definitive Information Statement

 

VISIBER57 CORP.

(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box)

 

[X] No fee required.

 

[  ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act

Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

 

[  ] Fee paid previously with preliminary materials.

 

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

 

 

 

   
 

 

VISIBER57 CORP.

 

Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, #14-254

San Po Kong, Kowloon, Hong Kong

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

This Information Statement is first being furnished on or about September 30, 2019, to the holders of record as of the close of business on September 30, 2019, of the common stock of Visiber57 Corp., a Delaware corporation (“Visiber57”).

 

The Board of Directors of Visiber57 and 1 stockholder holding an aggregate of 5,000,000 shares of common stock issued and outstanding as of September 10, 2019, have approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the stockholders of an amendment to our Certificate of Incorporation to effect of a 1-for-2.5 forward stock split of the issued and outstanding shares of our common stock.

 

Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Delaware General Corporation Law (“DGCL”) and Visiber57’s Certificate of Incorporation and Bylaws to approve the actions. Accordingly, the actions will not be submitted to the other stockholders of Visiber57 for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including Regulation 14C.

 

ACTIONS BY BOARD OF DIRECTORS

AND

CONSENTING STOCKHOLDER

 

GENERAL

 

Visiber57 will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. Visiber57 will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of Visiber57’s common stock.

 

Visiber57 will only deliver one Information Statement to multiple security holders sharing an address unless Visiber57 has received contrary instructions from one or more of the security holders. Upon written or oral request, Visiber57 will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the following address: Visiber57 Corp., Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, #14-254, San Po Kong, Kowloon, Hong Kong, Attn: Chip Jin Eng, Chief Financial Officer, Secretary and Treasurer. Chip Jin Eng may also be reached by telephone at +852 6194-4999.

 

INFORMATION ON CONSENTING STOCKHOLDERS

 

Pursuant to Visiber57’s Bylaws and the Delaware General Corporation Law (“DGCL”), a vote by the holders of at least a majority of Visiber57’s outstanding capital stock is required to effect the action described herein. Visiber57’s Certificate of Incorporation, as amended, does not authorize cumulative voting. As of September 10, 2019, Visiber57 had 5,280,000 shares of common stock issued and outstanding. The voting power representing not less than 2,640,001 shares of common stock is required to pass any stockholder resolutions. The consenting stockholder is the record and beneficial owner of 5,000,000 shares of common stock, which represents approximately 94.6% of the issued and outstanding shares of Visiber57’s common stock. Pursuant to Section 228 of the DGCL, the consenting stockholders voted, with the Board of Directors, in favor of the actions described herein in a joint written consent, dated September 10, 2019. No consideration was paid for the consent. The consenting stockholders’ names, affiliation with Visiber57, and their beneficial holdings are as follows:

 

Name  Beneficial Holder and Affiliation   Shares Beneficially Held   Percentage
            
Choong Jeng Hew (1)  President, Chief Executive Officer, Director and greater than 10% holder of common stock   5,000,000 shares of common stock   94.6% (common stock)

 

(1) Appointed President, Chief Executive Officer, and Director, on August 12, 2016.

 

2

 

 

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

 

None.

 

PROPOSALS BY SECURITY HOLDERS

 

None.

 

DISSENTERS RIGHTS OF APPRAISAL

 

None.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of September 10, 2019, certain information regarding the ownership of Visiber57’s capital stock by each director and executive officer of Visiber57, each person who is known to Visiber57 to be a beneficial owner of more than 5% of any class of Visiber57’s voting stock, and by all officers and directors of Visiber57 as a group. Unless otherwise indicated below, to Visiber57’s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of September 10, 2019, are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 5,280,000 shares of common stock issued and outstanding on a fully diluted basis, as of September 10, 2019.

 

Title of Class 

Name and Address of

Beneficial Owner (4)

  Amount and
Nature of
Beneficial Ownership		   Percent of
Common
Stock (1)		 
            
Common Stock  Choong Jeng Hew (2)   5,000,000    94.6%
Common Stock  Chip Jin Eng (3)   -0-    -0- 
All directors and executive officers as a group (2 persons)      5,000,000    94.6%

 

 

(1) As of September 10, 2019, we had 5,280,000 shares of common stock outstanding.
(2) Appointed President, Chief Executive Officer, Treasurer, Secretary, and Director, on August 12, 2016.
(3) Appointed Chief Financial Officer on August 12, 2016.
(4) Unless otherwise noted, the address of each person listed is c/o Visiber57, Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, #14-254, San Po Kong, Kowloon, Hong Kong.

 

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EXECUTIVE COMPENSATION

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for the fiscal years ended August 31, 2019 and 2018:

 

Summary Compensation Table

 

Name and Principal Position  Year   Salary ($)   Bonus ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Nonqualified Deferred Compensation ($)   All Other Compensation ($)   Total ($) 
                                     
Choong Jeng Hew (1)   2019    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 
    2018    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 
Chip Jeng Eng (2)   2019    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 
    2018    -0-    -0-    -0-    -0-    -0-    -0-    -0-    -0- 

 

 

(1) Appointed President, Chief Executive Officer, and Director, on August 12, 2016.
(2) Appointed Chief Financial Officer, Treasurer, Secretary, and Director, on August 12, 2016.

 

Employment Agreements

 

We have no employment agreement with any person.

 

Stock Option Grants

 

The following table sets forth certain information concerning outstanding stock awards held by our officers and our directors as of the fiscal year ended August 31, 2019:

 

       Option Awards   Stock Awards 
Name  Year   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Exercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) 
                                         
Choong Jeng Hew (1)   2019    -0-    -0-    -0-    -0-    N/A    -0-    -0-    -0-    -0- 
                                                   
Chip Jin Eng (2)   2019    -0-    -0-    -0-    -0-    N/A    -0-    -0-    -0-    -0- 

 

 

(1) Appointed President, Chief Executive Officer, and Director, on August 12, 2016.
(2) Appointed Chief Financial Officer, Treasurer, Secretary, and Director, on August 12, 2016.

 

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Option Exercises and Fiscal Year-End Option Value Table.

 

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended August 31, 2019.

 

Other Compensation

 

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal period ended August 31, 2018, provided for or contributed to by our company.

 

Director Compensation

 

The following table sets forth director compensation for the fiscal year ended August 31, 2019:

 

Name 

Fees Earned or Paid in Cash

($)

  

Stock Awards

($)

  

Option Awards

($)

  

Non-Equity Incentive Plan Compensation

($)

  

Nonqualified Deferred Compensation Earnings

($)

  

All Other Compensation

($)

  

Total

($)

 
                             
Choong Jeng Hew (1)   -0-    -0-    -0-    -0-    -0-    -0-    -0- 
Chip Jin Eng (2)   -0-    -0-    -0-    -0-    -0-    -0-    -0- 

 

 

(1) Appointed President, Chief Executive Officer, and Director, on August 12, 2016.
(2) Appointed Chief Financial Officer, Treasurer, Secretary, and Director, on August 12, 2016.

 

Directors of our company who are also employees do not receive cash compensation for their services as directors or members of the committees of the Board of Directors. All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors or management committees.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

Visiber57 has no equity compensation plans.

 

CHANGE IN CONTROL

 

To the knowledge of management, there are no present arrangements or pledges of securities of Visiber57 which may result in a change in control of Visiber57.

 

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER

 

The following action was taken based upon the unanimous recommendation of the Board of Directors and the written consent of the consenting stockholders:

 

I. ONE FOR TWO-AND-ONE-HALF FORWARD STOCK SPLIT

 

On September 10, 2019, the Board of Directors and the consenting stockholder adopted and approved a resolution to effect a Forward Stock Split of all issued and outstanding shares of common stock of Visiber57, at a ratio of one for two-and-one-half (1:2.5) (the “Forward Stock Split”). Under Rule 14c-2, promulgated pursuant to the Securities Exchange Act of 1934, as amended, the Forward Stock Split shall be effective twenty (20) days after this Information Statement is mailed to stockholders of Visiber57, which date we anticipate to be on or about October 21, 2019.

 

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A table illustrating the impact of the Forward Stock Split and resulting increase in authorized shares is as follows:

 

  

Number of
shares of common stock issued

and outstanding

   Number of
shares of common stock authorized in Certificate of Incorporation(1)		  

Number of
shares of common

stock authorized and reserved for issuance

   Number o
shares of common stock authorized but unreserved for issuance		 
                 
Before Forward Stock Split   5,280,000    425,000,000    -0-    419,720,000 
After Forward Stock Split   13,200,000    425,000,000    -0-    411,800,000 

 

(1) The Company also has 75,00,000 shares of preferred stock authorized in its Certificate of Incorporation, none of which are issued or outstanding, and after the Forward Stock Split the Company will have all 75,000,000 shares of preferred stock authorized and reserved for issuance. The Company has no current plan current plans, proposals or arrangements to issue and shares of preferred stock.

 

The Board of Directors also reserves the right, notwithstanding stockholder approval and without further action by stockholders, to not proceed with the Forward Stock Split if the Board of Directors, in its sole discretion, determines that the Forward Stock Split is no longer in our best interests and that of our stockholders. The Board of Directors may consider a variety of factors in determining whether or not to implement the Forward Stock Split, including, but not limited to, overall trends in the stock market, recent changes and anticipated trends in the per share market price of the common stock, business and transactional developments, and our actual and projected financial performance.

 

The Forward Stock Split will not change the number of authorized shares of common stock or the par value of Visiber57’s common stock. Except for any changes as a result of the treatment of fractional shares, each stockholder of Visiber57 will hold the same percentage of common stock outstanding immediately following the Forward Stock Split as such stockholder held immediately prior to the split.

 

Visiber57 has no current plans, proposals or arrangements for the issuance of the shares that will result from the effective increase in the number of authorized shares that will result from the approved Forward Stock Split.

 

Visiber57 presently has no plans, proposals, or arrangements to issue any shares of common stock for any purpose whatsoever, including future acquisitions and/or financings.

 

Purpose

 

The Board of Directors believed that it was in the best interests of the Company to implement the Forward Stock Split on the basis that the low number of issued and outstanding shares of common stock of the Company would likely not appeal to brokerage firms and that when trading, the current projected per share price level of our common stock will reduce the effective marketability of our common stock because of the reluctance of many brokerage firms to recommend stock to their clients or to act as market-makers for issuers which do not have a sufficient number of shares of common stock issued and outstanding. Similarly, the Board of Directors believes that the price of the shares of common stock exceeds a level at which a daily trading volume can be sustained.

 

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Principal Effect of the Forward Stock Split

 

In addition to those risk factors noted above, the Forward Stock Split will have the following effects:

 

General Corporate Change - (i) each (1) share owned by a stockholder will be exchanged for two-and-one-half (2.5) shares of common stock, and (ii) the number of shares of the Company’s common stock issued and outstanding will be increased proportionately based on the Forward Stock Split.

 

As approved and effected, the Forward Stock Split will be effected simultaneously for all of the Company’s common stock. While the intent is for the proposed forward split to affect all of the Company’s stockholders uniformly, the process of rounding up when any of the Company’s stockholders own a fractional share will result in a non-material change in each stockholder’s percentage ownership interest in the Company.

 

The Forward Stock Split does not materially affect the proportionate equity interest in the Company of any holder of common stock or the relative rights, preferences, privileges or priorities of any such stockholder.

 

Fractional Shares - Any fractional shares of common stock resulting from the forward split will rounded up to the nearest whole number. No cash will be paid to any holders of fractional interests in the Company.

 

Authorized Shares - The forward split will not change the number of authorized shares of common stock of the Company, as states in the Company’s Certificate of Incorporation, as amended.

 

Accounting Matters - The Forward Stock Split will not affect the par value of the Company’s common stock. As a result, as of the effective time of the Forward Stock Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock will be increased proportionately based on the Forward Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is increased. The per share net income or loss and net book value of the Company’s common stock will be restated because there will be a greater number shares of the Company’s common stock outstanding.

 

Certain Risks Associated with the Forward Stock Split

 

There can be no assurance that the total projected market capitalization of Visiber57’s common stock after the proposed Forward Stock Split will be equal to or greater than the total projected market capitalization before the proposed Forward Stock Split or that the price per share of Visiber57’s common stock following the Forward Stock Split will either exceed or remain higher than the current anticipated per share.

 

There can be no assurance that the market price per new share of Visiber57 common stock (the “New Shares”) after the Forward Stock Split will rise or remain constant in proportion to the reduction in the number of old shares of Visiber57 common stock (the “Old Shares”) outstanding before the Forward Stock Split.

 

Accordingly, the total market capitalization of Visiber57’s common stock after the proposed Forward Stock Split may be lower than the total market capitalization before the proposed Forward Stock Split and, in the future, the market price of Visiber57’s common stock following the Forward Stock Split may not exceed or remain higher than the market price prior to the proposed Forward Stock Split. In many cases, the total market capitalization of a company following a Forward Stock Split is lower than the total market capitalization before the Forward Stock Split.

 

There can be no assurance that the Forward Stock Split will result in a per share price that will attract investors, and a decline in the market price for Visiber57’s common stock after the Forward Stock Split may result in a greater percentage decline than would occur in the absence of a Forward Stock Split, and the liquidity of Visiber57’s common stock could be adversely affected following a Forward Stock Split.

 

The market price of Visiber57’s common stock will also be based on Visiber57’s performance and other factors, some of which are unrelated to the number of shares outstanding. If the Forward Stock Split is effected and the market price of Visiber57’s common stock declines, the percentage decline as an absolute number and as a percentage of Visiber57’s overall market capitalization may be greater than would occur in the absence of a Forward Stock Split. In many cases, both the total market capitalization of a company and the market price of a share of such company’s common stock following a Forward Stock Split are lower than they were before the Forward Stock Split. Furthermore, the liquidity of Visiber57’s common stock could be adversely affected by the reduced number of shares that would be outstanding after the Forward Stock Split.

 

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Visiber57’s common stock trades as a “penny stock” classification which limits the liquidity for Visiber57’s common stock.

 

Visiber57’s stock is subject to “penny stock” rules as defined in Rule 3a51-1, promulgated pursuant to the Securities Exchange Act of 1934, as amended. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Visiber57’s common stock is subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

 

As a result, all brokers or dealers involved in a transaction in which Visiber57’s shares are sold to any buyer, other than an established customer or “accredited investor,” must make a special written determination. These Exchange Act rules may limit the ability or willingness of brokers and other market participants to make a market in our shares and may limit the ability of Visiber57’s stockholders to sell in the secondary market, through brokers, dealers or otherwise. Visiber57 also understands that many brokerage firms will discourage their customers from trading in shares falling within the “penny stock” definition due to the added regulatory and disclosure burdens imposed by these Exchange Act rules. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the common shares in the United States and stockholders may find it more difficult to sell their shares. An orderly market is not assured or implied as to Visiber57’s common stock. Nor are there any assurances as to the existence of market makers or broker/dealers for Visiber57’s common stock.

 

Procedure for Effecting the Forward Stock Split and Exchange of Stock Certificates

 

Upon effectiveness of the Forward Stock Split, each outstanding share of common stock of Visiber57 will automatically be converted on the effective date at the applicable Forward Stock Split ratio. It will not be necessary for stockholders of Visiber57 to exchange their existing stock certificates.

 

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-Forward Stock Split shares or cash payment in lieu of any fractional share interest, if applicable. If a stockholder is entitled to post-Forward Stock Split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of common stock held following the Forward Stock Split.

 

Federal Income Tax Consequences of the Forward Stock Split

 

The following is a summary of certain material federal income tax consequences of the Forward Stock Split. It does not purport to be a complete discussion of all of the possible federal income tax consequences of the Forward Stock Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the Old Shares were, and the New Shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Forward Stock Split.

 

No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of Old Shares for New Shares pursuant to the Forward Stock Split. The aggregate tax basis of the New Shares received in the Forward Stock Split (including any fraction of a New Share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the Old Shares exchanged therefor. The stockholder’s holding period for the New Shares will include the period during which the stockholder held the Old Shares surrendered in the Forward Stock Split.

 

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TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, STOCKHOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS INFORMATION STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY STOCKHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON STOCKHOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE COMPANY IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) STOCKHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

 

Visiber57’s view regarding the tax consequences of the Forward Stock Split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the Forward Stock Split.

 

ADDITIONAL INFORMATION

 

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.

 

STATEMENT OF ADDITIONAL INFORMATION

 

Visiber57’s Annual Report on Form 10-K for the year ended August 31, 2018, and filed with the SEC on November 27, 2018; Quarterly Report on Form 10-Q for the quarter ended November 30, 2018, and filed with the SEC on January 10, 2019; Quarterly Report on Form 10-Q for the quarter ended February 28, 2019, and filed with the SEC on April 12, 2019; Quarterly Report on Form 10-Q for the quarter ended May 31, 2019, and filed with the SEC on July 12, 2019; and the section titled, Description of Securities, in Registration Statement on Form S-1, as amended, and filed with the SEC on December 23, 2014, have been incorporated herein by this reference,.

 

Visiber57 undertakes to mail to each person, including any beneficial owner of such person, to whom a copy of this Information Statement has been delivered, a copy of any and all of the documents referred to above that have been or may be incorporated by reference herein other than exhibits to such documents (unless such exhibits are specifically incorporated by reference herein).

 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Information Statement shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Information Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.

 

COMPANY CONTACT INFORMATION

 

All inquiries regarding Visiber57 should be addressed to Chip Jin Eng, Chief Financial Officer, Secretary, and Treasurer, at Visiber57’s principal executive offices, at: Visiber57 Corp., Unit B19, 9/F, Efficiency House, 35 Tai Yau Street, #14-254, San Po Kong, Kowloon, Hong Kong. Chip Jin Eng may also be reached by telephone at +852 6194-4999.

 

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