Item 1. Financial Statements
BALLY, CORP.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2016
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Page
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Unaudited Balance Sheets
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4
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Unaudited Statements of Operations
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5
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Unaudited Statements of Cash Flows
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6
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Notes to the Unaudited Financial Statements
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7
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BALLY, CORP.
Balance Sheets
(Unaudited)
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June 30,
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September 30,
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2016
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2015
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ASSETS
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Current Assets
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Cash
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$
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-
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$
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-
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Total Assets
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$
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-
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$
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-
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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23,695
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$
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13,706
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Due to shareholders
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10,440
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12,199
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Total Current Liabilities
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34,135
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25,905
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Stockholders' Deficit
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Preferred stock, $0.0001 par value, 20,000,000 shares
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authorized; 0 shares issued and outstanding
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-
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-
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Common stock, $0.0001 par value, 100,000,000 shares
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authorized; 9,850,000 shares issued and outstanding
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985
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985
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Additional paid-in capital
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104,414
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72,515
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Accumulated deficit
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(139,534
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(99,405
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Total Stockholders' Deficit
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(34,135
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(25,905
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Total Liabilities and Stockholders' Deficit
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$
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-
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$
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-
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The accompanying notes are an integral part of these unaudited financial statements
BALLY, CORP.
Statements of Operations
(Unaudited)
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Three Months Ended
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Nine Months Ended
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June 30,
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June 30,
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2016
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2015
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2016
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2015
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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Operating Expenses
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General and administrative
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-
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-
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-
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235
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Professional fees
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27,180
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4,800
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40,129
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24,180
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Total operating expenses
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27,180
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4,800
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40,129
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24,415
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Net loss before income tax
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(27,180
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(4,800
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(40,129
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(24,415
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Income tax provision
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-
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-
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-
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-
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Net loss
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$
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(27,180
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$
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(4,800
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$
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(40,129
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$
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(24,415
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Basic and Diluted Loss per Common Share
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$
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(0.00
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$
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(0.00
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$
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(0.00
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$
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(0.00
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Basic and Diluted Weighted Average Number of Common Shares Outstanding
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9,850,000
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9,850,000
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9,850,000
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9,850,000
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The accompanying notes are an integral part of these unaudited financial statements
BALLY, CORP.
Statements of Cash Flows
(Unaudited)
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Nine Months Ended
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June 30,
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2016
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2015
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Cash Flows from Operating Activities:
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Net loss
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$
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(40,129
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$
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(24,415
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Adjustments to reconcile net loss to
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net cash used in operating activities:
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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9,989
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1,000
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Net Cash Used in Operating Activities
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(30,140
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(23,415
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Cash Flows from Investing Activities:
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-
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-
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Cash Flows from Financing Activities:
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Advance from shareholder
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30,140
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11,000
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Proceeds from issuance of common stock
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-
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800
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Net Cash Provided by Financing Activities
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30,140
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11,800
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Net increase (decrease) in cash
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-
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(11,615
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Cash - beginning of period
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-
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12,885
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Cash - end of period
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$
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-
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$
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1,270
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Supplemental Cash Flow Disclosure:
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Interest paid
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$
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-
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$
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-
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Taxes paid
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$
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-
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$
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-
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Non-cash Investing and Financing Activities:
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Related party debt forgiven recorded as additional paid in capital
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$
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31,899
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$
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-
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The accompanying notes are an integral part of these unaudited financial statements
BALLY, CORP.
Notes to the Financial Statements
June 30, 2016
(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 Mehlon, Ludhiana, Punjab, India. In connection with a change in control, the Company has changed its business focus to pursue business opportunities in tire recycling. 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 10 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 June 30, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the periods ended June 30, 2016 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, 2015 filed with the SEC on January 13, 2016.
Use of estimates
The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
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 $139,534 at June 30, 2016. At June 30, 2016, the Company has capital deficiency of $34,135. 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.
NOTE 4 – SHAREHOLDER'S EQUITY
Authorized Stock
The Company has authorized 100,000,000 common shares and 20,000,000 preferred shares, both with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Preferred Share Issuances
There were no preferred shares issued from inception to the period ended June 30, 2016.
Common Share Issuances
As at June 30, 2016 and September 30, 2015, the Company had 9,850,000 shares issued and outstanding.
NOTE 5 – DUE TO SHAREHOLDER
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. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
During the period ended June 30, 2016, the Company's sole officer advanced to the Company an amount of $10,440 by the way of loan. As at June 30, 2016, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $10,440.
During the period ended June 30, 2016, the Company's prior sole officer advanced to the Company an amount of $9,900 by the way of loan and a total of non-interest bearing demand loan of $22,099 was forgiven by a former officer, which was written off and recorded as additional paid in capital.
During the period ended June 30, 2016, the Company's previous shareholders assumed debt of $9,800 which was written off and recorded as additional paid in capital.
NOTE 6 – 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.
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 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 intends to pursue business opportunities in tire recycling.
Our fiscal year end is September 30. Our business address is No. 30, Lane 18 Hsinan Rd., Sec 1, Wujih District, Taichung City, Taiwan, 414. Our telephone number is (86) 13600158898.
Results of Operations
We have generated no revenues since inception and have an accumulative deficit of $139,534 through June 30, 2016.
Three months ended June 30, 2016 and 2015
For the three months ended June 30, 2016, we incurred $0 in general and administrative expenses and $27,180 in professional fees, resulting in an operating and net loss of $27,180 compared to $0 in general administrative expenses and $4,800 in professional fees for the three months ended June 30, 2015, resulting in an operating and net loss of $4,800. Our company's professional fees were primarily related to compliance with ongoing regulatory expenses.
Nine months ended June 30, 2016 and 2015
For the nine months ended June 30, 2016, we incurred $0 in general and administrative expenses and $40,129 in professional fees, resulting in an operating and net loss of $40,129 compared to $235 in general administrative expenses and $24,180 in professional fees for the nine months ended June 30, 2015, resulting in an operating and net loss of $24,415. The increase in operating expenses was primarily due to an increase in legal fees.
Liquidity and Capital Resources
Currently we do not have sufficient capital to fund our operations and business development for the next 12 months.
To date we have not developed our business and principal plan of operations and thus our expenses have been primarily for professional fees related to compliance with ongoing regulatory expenses.
As at June 30, 2016, our cash balance was $0 and we had current liabilities of $34,135.
We had no material commitments for capital expenditures as at June 30, 2016.
We have no known demands or commitments, and we are not aware of any events or uncertainties as of June 30, 2016 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
As at June 30, 2016 and September 30, 2015, we had no assets.
As at June 30, 2016, we had total liabilities of $34,135 compared with total liabilities of $25,905 as at September 30, 2015.
As at June 30, 2016, we had a capital deficiency of $34,135 compared with a capital deficiency of $25,905 as at September 30, 2015. The increase in capital deficiency was primarily attributed to costs associated with ongoing regulatory requirements.
We currently have no material unused sources of liquid assets. In the future, we currently plan to utilize public or private placement offerings of additional equity or debt as sources of liquidity for our ongoing operations.
Cash Flow from Operating Activities
During the period ended June 30, 2016, cash used in operating activities was $30,140 compared to $23,415 for the period ended June 30, 2015. The increased cash used in operating activities was primarily due to an increase in net loss during the period ended June 30, 2016. The cash used in operating activities was primarily attributable to professional fees related to compliance with ongoing regulatory expenses.
Cash Flow from Investing Activities
Our company did not use any funds for investing activities during the periods ended June 30, 2016 and 2015.
Cash Flow from Financing Activities
During the period ended June 30, 2016, our company received $30,140 in cash provided by financing activities due to a loan from a shareholder. During the period ended June 30, 2015, we received $11,800 in cash in financing activities due to $10,000 advance from shareholder and $800 proceeds received from the issuance of common shares.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Going Concern
Our auditors issued a going concern opinion on our financial statements as of and for the period ended September 30, 2015. 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 investment 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 do not have any 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, capital expenditures or capital resources that is material to investors.
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 factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
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 President (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 President (who is also our principal executive officer and principal financial officer) in connection with the review of our financial statements as of June 30, 2016.
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.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the period ended June 30, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.