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” section in our Form 10-K, as filed with the SEC on December 11, 2018. You should carefully review the risks described in our Annual Report 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.
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. We do not have a corporate website.
Results of Operations
Three months ended June 30, 2019 compared to June 30, 2018:
The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended June 30, 2019 and 2018.
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Three Months Ended
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June 30,
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2019
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2018
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Change
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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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General and administrative
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4,296
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8,971
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(4,675
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)
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Net loss
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$
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4,296
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$
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8,971
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$
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(4,675
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)
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During the three months ended June 30, 2019 and 2018, we did not have any revenues.
Our financial statements report a net loss of $4,296 for the three months ended June 30, 2019 compared to a net loss of $8,971 for the three months ended June 30, 2018.
Our operating expenses for the three months ended June 30, 2019 were $4,296 compared to $8,971 for the three months ended June 30, 2018. Operating expenses consists primarily of professional fees.
Nine months ended June 30, 2019 compared to June 30, 2018:
The following summary of our operations should be read in conjunction with our unaudited financial statements for the nine months ended June 30, 2019 and 2018.
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Nine Months Ended
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June 30,
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2019
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2018
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Change
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Revenue
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$
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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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General and administrative
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20,578
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21,645
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(1,067
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)
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Net loss
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$
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20,578
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$
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21,645
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$
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(1,067
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)
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During the nine months ended June 30, 2019 and 2018, we did not have any revenues.
Our financial statements report a net loss of $20,578 for the nine months ended June 30, 2019 compared to a net loss of $21,645 for the nine months ended June 30, 2018.
Our operating expenses for the nine months ended June 30, 2019 were $20,578 compared to $21,645 for the nine months ended June 30, 2018. Operating expenses consists primarily of professional fees.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of June 30, 2019 and September 30, 2018, respectively.
Working Capital
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June 30,
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September 30,
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2019
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2018
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Changes
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Current Assets
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$
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-
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$
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-
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$
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-
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Current Liabilities
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31,049
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10,471
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20,578
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Working Capital Deficiency
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$
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31,049
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$
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10,471
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$
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20,578
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As at June 30, 2019 and September 30, 2018, our total current assets were $0.
As at June 30, 2019, our current liabilities were $31,049 compared to $10,471 in current liabilities as at September 30, 2018. Stockholders’ deficit was $31,049 as of June 30, 2019 compared to stockholders’ deficit of $10,471 as of September 30, 2018. The increase in current liabilities is primarily due to an increase in due to an officer for payments made for operating expenses.
Cash Flows
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Nine Months Ended
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June 30,
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2019
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2018
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Net cash used in operating activities
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$
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-
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$
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-
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Net cash used in investing activities
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-
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-
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Net cash provided by financing activities
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-
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-
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Net change in cash and cash equivalents
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$
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-
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$
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-
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Operating Activities
The Company did not use any funds for operating activities during the nine months ended June 30, 2019 and June 30, 2018. During the nine months ended June 30, 2019 and June 30, 2018, the Company’s sole officer paid $20,289 and $19,382, respectively, on behalf of the Company for operating expenses.
Investing Activities
The Company did not use any funds for investing activities during the nine months ended June 30, 2019 and June 30, 2018.
Financing Activities
The Company did not use any funds for financing activities during the nine months ended June 30, 2019 and June 30, 2018.
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 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 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 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.