Quarterly Report (10-q)

Nevada

80-0917804

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

986 Dongfang Rd., One Hundred Shanshan Bldg 25 ^th Fl

Pudong Shanghai China

200122

(Address of principal executive offices)

(Zip Code)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

or

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

For the transition period from ________________ to ________________

Commission File Number 333-192387

BALLY, CORP.

(Exact name of registrant as specified in its charter)

(86) 138 1833 3008

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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.

x YES ¨ 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 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).

x YES ¨ NO

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

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)

x YES ¨ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after 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.

9,850,000 common shares issued and outstanding as of February 1, 2019

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Controls and Procedures	6

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
SIGNATURES		9

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BALLY, CORP.

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2018

		Page

Unaudited Balance Sheets		F-2

Unaudited Statements of Operations		F-3

Unaudited Statements of Cash Flows		F-4

Notes to the Unaudited Financial Statements		F-5

F-1

BALLY, CORP.

Balance Sheets

(Unaudited)

	December 31,			September 30,
	2018			2018

ASSETS
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	900		$	900
Due to shareholders		19,560			9,571
Total Current Liabilities and Total Liabilities		20,460			10,471

Stockholders’ Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares
authorized; 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares
authorized; 9,850,000 shares issued and outstanding		985			985
Additional paid-in capital		178,395			178,395
Accumulated deficit		(199,840	)		(189,851	)
Total Stockholders’ Deficit		(20,460	)		(10,471	)

Total Liabilities and Stockholders’ Deficit	$	-		$	-

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

F-2

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BALLY, CORP.

Statements of Operations

(Unaudited)

	Three Months Ended
	December 31,
	2018			2017

Revenue	$	-		$	-

Expenses:
Professional fees		9,989			8,300
Total expenses		9,989			8,300

Net loss before income tax		(9,989	)		(8,300	)
Income tax provision		-			-
Net loss	$	(9,989	)	$	(8,300	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Basic and Diluted Weighted Average Number of Common Shares Outstanding		9,850,000			9,850,000

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

F-3

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BALLY, CORP.

Statements of Cash Flows

(Unaudited)

	Three Months Ended
	December 31,
	2018			2017

Cash Flows from Operating Activities:
Net loss	$	(9,989	)	$	(8,300	)
Changes in operating assets and liabilities:
Prepaid expenses		-			(6,000	)
Accounts payable and accrued liabilities		-			4,800
Net Cash Used in Operating Activities		(9,989	)		(9,500	)

Cash Flows from Investing Activities:		-			-

Cash Flows from Financing Activities:
Advance from shareholder		9,989			9,500
Net Cash Provided by Financing Activities		9,989			9,500

Net increase in cash		-			-
Cash - beginning of period		-			-
Cash - end of period	$	-		$	-

Supplemental Cash Flow Disclosure:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

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

F-4

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BALLY, CORP.

Notes to Financial Statements

December 31, 2018

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

BALLY, CORP. (the “Company”) was incorporated in the State of Nevada on March 13, 2013 and it is based in Shanghai, China. The Company is seeking an acquisition candidate. To date, the Company’s activities have been limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the period ended December 31, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2018 filed with the SEC on December 11, 2018.

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception, and has an accumulated deficit of $199,840. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors.

NOTE 4 - RELATED PARTIES TRANSACTIONS

During the three months ended December 31, 2018, the Company’s sole officer advanced to the Company an amount of $9,989 by the way of loan. As of December 31, 2018 and September 30, 2018, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $19,560 and $9,571, respectively.

NOTE 5 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

F-5

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Form S-1 Amendment No. 2, as filed with the SEC on February 28, 2014. You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "Bally," "we," "us," or "our" are to Bally, Corp.

Corporate Overview

We were incorporated under the laws of the state of Nevada on March 13, 2013 with the intention to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. Our plan was to market via our website: http://www.ballycorp.com and sell these products directly to end users through our website.

On June 24, 2016, in connection with the sale of a controlling interest in our company, Katiuska Moran, our company's former Chief Executive Officer and Director and Surjeet Singh (individually and collectively the "Seller(s)") of our company, entered into and closed on certain share purchase agreements with Aureas Capital Co., Ltd., ("Aureas"), whereby Aureas purchased from the Sellers a total of 6,918,800 shares of our company's common stock (the "Shares") for an aggregate price of $100,000.00. The Shares acquired represent approximately 70.6% of the issued and outstanding shares of common stock of our company.

On June 24, 2016, Lung Ming Chun was appointed a director and officer of our company and Katiuska Moran and Surjeet Singh resigned from all positions they held as officers and directors of our company. With the change of management, our company intended to pursue business opportunities in tire recycling.

On June 8, 2017, Lung Ming Chun reigned from all of the positions he held as an officer and director of our company and Kong Nguan Hong was appointed Chief Executive Officer, President, Secretary, Chief Financial Officer, Treasurer, and as a director.

Pursuant to a stock purchase agreement (the "Agreement"), effective as of April 4, 2018, by and among Aureas, Chen Yi-Dou, Ming-Chun Lung, NYJJ Investments, Ti-Jung Chen, Yi-Fang Lin and Zhiqing Wu (together, the "Sellers") and Haiping Hu, the Sellers sold an aggregate of 9,797,600 shares of Common Stock of our company, to Mr. Hu for cash consideration of $360,000 from personal funds of Mr. Hu (the "Transaction"). Of the net proceeds, $7,500 have been held back in escrow for the payment of past due taxes. The Transaction closed on April 4, 2018. Following consummation of the Transaction, Mr. Hu holds 99.5% of the voting securities of our company, based on 9,850,000 shares issued and outstanding as of April 4, 2018. The Transaction has resulted in a change in control of our company.

In connection with the Transaction, Kong Nguan Hong, the sole officer and director of our company, resigned from all of his officer positions, including Chief Executive Officer, Chief Financial Officer and Secretary, effective immediately upon the consummation of the Transaction, but remained a director of our company for 10 days following the date on which our company filed a Schedule 14F-1 with the SEC and the mailed the Schedule 14F-1 to the holders of record of our company. The Schedule 14F-1 was filed with the SEC on April 6, 2018. An amended Schedule 14F-1 was filed on April 10, 2018 and mailed to shareholders on or about that same day.

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In connection with the Transaction, Haiping Hu was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and as a director of our company, effective April 4, 2018.

Our fiscal year end is September 30. Our business address is 986 Dongfang Rd., One Hundred Shanshan Bldg 25th Fl, Pudong Shanghai China 200122. . Our telephone number is (86) 138 1833 3008.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended December 31, 2018 and 2017.

Three months ended December 31, 2018 compared to December 31, 2017.

	Three Months Ended
	December 31,
	2018			2017			Change

Revenue	$	-		$	-		$	-
Professional fees		9,989			8,300			1,689
Net loss	$	(9,989	)	$	(8,300	)	$	1,689

During the three months ended December 31, 2018 and 2017, no revenues were recorded.

Our financial statements report a net loss of $9,989 for the three months ended December 31, 2018 compared to a net loss of $8,300 for the three months ended December 31, 2017.

Our operating expenses for the three months ended December 31, 2018 were $9,989 compared to $8,300 for the three months ended December 31, 2017. Operating expenses consists of professional fees.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of December 31, 2018 and September 30, 2018, respectively.

Working Capital

	December 31,			September 30,
	2018			2018			Changes
Current Assets	$	-		$	-		$	-
Current Liabilities		20,460			10,471			9,989
Working Capital	$	(20,460	)	$	(10,471	)	$	(9,989	)

Cash Flows

	Three Months Ended
	December 31,
	2018			2017

Net cash used in operating activities	$	(9,989	)	$	(9,500	)
Net cash provided by financing activities		9,989			9,500
Net change in cash and cash equivalents	$	-		$	-

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As at December 31, 2018, our total current assets were $0 compared to $0 in total current assets at September 30, 2018.

As at December 31, 2018, our current liabilities were $20,460 compared to $10,471 in current liabilities as at September 30, 2018. Stockholders’ deficit was $20,460 as of December 31, 2018 compared to stockholders' deficit of $10,471 as of September 30, 2018. The increase in current liabilities is due to an increase in due to shareholder.

Operating Activities

Net cash used in operating activities during the three months ended December 31, 2018 was $9,989, compared to $9,500 net cash used in operating activities during the three months ended December 31, 2017.

Financing Activities

Cash provided by financing activities during the three months ended December 31, 2018 was $9,989 as compared to $9,500 in cash provided by financing activities during the three months ended December 31, 2017.

Going Concern

Our auditors issued a going concern opinion on our financial statements as of and for the year ended September 30, 2018. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses, as we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is advances by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements.

While we believe that the historical experience, current trends and other estimates considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President (who is also our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (who is also our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and President (who is also our principal executive officer and principal financial officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer (who is also our principal executive officer and principal financial officer) in connection with the review of our financial statements as of December 31, 2018.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

C hanges in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended December 31, 2018, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101 **		Interactive Data File
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

______________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		BALLY, CORP.
		(Registrant)


Dated: February 8, 2019		/s/ Haiping Hu
		Haiping Hu
		Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)