BLYQ Bally Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q 

(Mark One)

(86) 182 5883 0915

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

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. ☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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) ☒ Yes     ☐ No

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 August 6, 2024.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 

Item 1. Financial Statements

BALLY, CORP. 

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2024

 BALLY, CORP.

Balance Sheets

(Unaudited)

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

BALLY, CORP.

Statements of Operations

(Unaudited)

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

BALLY, CORP.

Statements of Stockholders’ Deficit

(Unaudited)

For the Three and Nine Months Ended June 30, 2024

For the Three and Nine Months Ended June 30, 2023

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

BALLY, CORP.

Statements of Cash Flows

(Unaudited)

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

BALLY, CORP.

Notes to Financial Statements

June 30, 2024

(Unaudited)

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 22, 2023. 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. From inception, it was our intent to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. The management of our company is currently evaluating our future strategic business plans.

Changes in Control

On January 12, 2024, the majority shareholders of the Company sold 9,797,600 shares of common stock, par value $0.0001 per share, representing 99.5% of the Company’s total outstanding shares of Common Stock, to eight buyers in a private agreement. Following consummation of the sale, the buyers collectively own 99.5% of the Company’s outstanding voting securities, resulting in a change in control of the Company.

In connection with the change in control, Haiping Hu, the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, and sole director, has tendered his resignation from all of his officer positions with the Company and as the sole director, which resignation became effective ten days after the mailing of the Schedule 14F-1 (the “Effective Date”) filed with the SEC and mailed on January 18, 2024.

Shitong Li was appointed by the Board of Directors of the Company (the “Board”) as Chief Executive Officer, Chief Financial Officer and Secretary of the Company, effective as of the Effective Date. In addition, the Board has appointed Kaichen Zheng as the sole director to fill the vacancy created following and simultaneously as the effectiveness of Haiping Hu’s resignation.

Our address after change in control is Room 401, Building 2, Qianwan Zhigu, Weishijiu Road Ningwei Street, Xiaoshan District, Hangzhou, Zhejiang, China. Our telephone number is +86 182 5883 0915.

We do not have any subsidiaries. We do not have a corporate website.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Our Current Business

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly- owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on loans by affiliated and non-affiliated parties to provide financial contributions and services to keep our company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective merger candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholders to continue to provide financial contributions.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the periods ended June 30, 2024, and 2023, which are included herein.

Our operating results for the three and nine months ended June 30, 2024, and 2023 and the changes between those periods for the respective items are summarized as follows.

Three months ended June 30, 2024, compared to Three months ended June 30, 2023:

During the three months ended June 30, 2024, and 2023, we did not have any revenues.

Our financial statements report a net loss of $10,297 for the three months ended June 30, 2024, compared to a net loss of $5,235 for the three months ended June 30, 2023, solely from operating expenses. Operating expenses consist of professional fees of $10,080 and $4,050 and other general and administrative expenses of $217 and $1,185 for the three months ended June 30, 2024, and 2023, respectively.

Nine months ended June 30, 2024, compared to Nine months ended June 30, 2023:

During the nine months ended June 30, 2024, and 2023, we did not have any revenues.

Our financial statements report a net loss of $64,894 for the nine months ended June 30, 2024, compared to a net loss of $32,375 for the nine months ended June 30, 2023, solely from operating expenses. Operating expenses consist of professional fees of $64,605 and $30,150 and other general and administrative expenses of $289 and $2,225 for the nine months ended June 30, 2024, and 2023, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of June 30, 2024, and September 30, 2023, respectively.

Working Capital

As of June 30, 2024, and September 30, 2023, our total current assets were $32,638 and $6,750, respectively, which were all attributed to prepaid expenses.

As of June 30, 2024, our current liabilities were $274,864 compared to $184,082 at September 30, 2023. Stockholders’ deficit was $242,226 as of June 30, 2024, compared to stockholders’ deficit of $177,332 as of September 30, 2023. The increase in current liabilities is primarily due to an increase in outstanding balance due to shareholders. During the nine months ended June 30, 2024, Haiping Hu (who was the Company’s major shareholder and sole director and officer until change in control) made payments for operating expenses on behalf of the Company in the amount of $69,720 until change in control and the two new shareholders (Kaichen Zheng, also the current sole director and Shitong Li, also the current sole officer) made payments for operating expenses on behalf of the Company in the amount of $21,463 after change in control.

Pursuant to the change in control on January 12, 2024, Haiping Hu, the Company’s prior shareholder and sole director and officer assigned the outstanding balance due from the Company through the change of control in the amount of $252,213 to the two new shareholders (Kaichen Zheng and Shitong Li) by 50% each.

Cash Flows

Operating Activities

The Company did not use any funds for operating activities during the nine months ended June 30, 2024, and 2023.

During the nine months ended June 30, 2024, and 2023, the Company’s prior shareholder and sole director and officer advanced to the Company an amount of $69,720 and $36,037, respectively by paying for expenses on behalf of the Company.

During the nine months ended June 30, 2024, and 2023, the Company’s current shareholders advanced to the Company an amount of $21,463 and $0, respectively by paying for expenses on behalf of the Company.

Investing Activities

The Company did not use any funds for investing activities during the nine months ended June 30, 2024, and 2023.

Financing Activities

The Company did not have any funds provided by financing activities during the nine months ended June 30, 2024, and 2023.

Going Concern

As reflected in the accompanying financial statements, the Company has not generated any revenue since inception. The Company had a net loss of $64,894 for the nine months ended June 30, 2024, a working capital deficiency of $242,226 and an accumulated deficit of $421,606 as of June 30, 2024. 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 of cash at this time is investment by our shareholder, 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.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.

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.

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.

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 principal 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 June 30, 2024.

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, 2024, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

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 are a 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.

Item 6. Exhibits

________________

* Filed herewith.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements 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.