Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

 

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

 

For the fiscal year ended September 30, 2023

 

☐	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)

 

Nevada		80-0917804
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
986 Dongfang Rd., One Hundred Shanshan Bldg 25th Fl Pudong Shanghai China		200122
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (86) 138 1833 3008

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒

 

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 last 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, 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	☒
		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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on March 31, 2023, was $28,820 based on a $0.55 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

9,850,000 shares of common stock issued and outstanding as of December 22, 2023.

 

 

TABLE OF CONTENTS

 

PART I			Page
ITEM 1.	BUSINESS		4
ITEM 1A.	RISK FACTORS		6
ITEM 1B.	UNRESOLVED STAFF COMMENTS		6
ITEM 2.	PROPERTIES		6
ITEM 3.	LEGAL PROCEEDINGS		6
ITEM 4.	MINE SAFETY DISCLOSURES		6
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		7
ITEM 6.	[RESERVED]		7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		11
ITEM 9A.	CONTROLS AND PROCEDURES		11
ITEM 9B.	OTHER INFORMATION		12
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		12
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		13
ITEM 11.	EXECUTIVE COMPENSATION		15
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		16
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		16
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		17
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		18
ITEM 16.	FORM 10-K SUMMARY		18
SIGNATURES			19

 

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FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean Bally, Corp., unless otherwise indicated.

 

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PART I

 

ITEM 1. BUSINESS

 

General 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. Management of our company is currently evaluating our future strategic business plans.

 

On June 24, 2016, Katiuska Moran our former CEO and Director and Surjeet Singh, our former secretary and a substantial shareholder cancelled any and all loans they made to our company.

 

On June 24, 2016, in connection with the sale of a controlling interest our company, Katiuska Moran our former CEO and Director and Surjeet Singh (individually and collectively the “Seller(s)”) our company, entered into and closed on certain Share Purchase Agreements (the “Agreements”) with Aureas Capital Co., Ltd., 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 represented approximately 70.6% of the issued and outstanding shares of common stock of our company.

 

Concurrently with the closing of the Agreements, Ming Chun Lung was appointed a director, Chief Executive Officer, President and Secretary and Katiuska Moran and Surjeet Singh resigned from all positions held as an officer and director of our company.

 

On June 8, 2017, Ming Chun Lung resigned as Chief Executive Officer, President, Secretary, and as a 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 Capital Co Ltd, Chen Yi-Dou, Ming-Chun Lung, NYJJ Investments, Ti-Jung Chen, Yi-Fang Lin and Zhiqing Wu (together, the “Sellers”) and Haiping Hu (the “Purchaser”), the Sellers sold an aggregate of 9,797,600 shares of Common Stock of our company, to the Purchaser for cash consideration of $360,000 from personal funds of the Purchaser (the “Transaction”). Of the net proceeds, $7,500 have been held back in escrow for the payment of past due taxes. Following consummation of the Transaction on April 4, 2018, the Purchaser holds 99.5% of the voting securities of our company, based on 9,850,000 shares issued and outstanding as at that date. The Transaction resulted in a change in control of our Company.

 

In connection with the Transaction, Kong Nguan Hong, the sole officer and director of the Company, resigned from all of his officer positions with our company, including Chief Executive Officer, Chief Financial Officer and Secretary, effective immediately upon the consummation of the Transaction, and remained a director of our company until April 16, 2018, which date was ten (10) days following the date on which our company filed a Schedule 14F-1 with the SEC and mailed same to the holders of record of our company, in connection with the Transaction.

 

Our address is 986 Dongfang Rd., One Hundred Shanshan Bldg 25th Fl, Pudong, Shanghai, China 200122. Our telephone number is [phone].

 

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.

 

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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. We have not yet entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

  

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 shareholder to continue to provide financial contributions.

 

Research and Development

 

We have incurred $ Nil in research and development expenditures over the last two fiscal years.

 

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Intellectual Property

 

We do not currently have any intellectual property.

 

Employees

 

Our company has no employees. Our sole director and officer is donating his time to the development of our company, and intends to do whatever work is necessary to bring us to the point of earning revenues. We estimate that our sole officer and director will be able to complete his required work and complete whatever work is necessary by spending 20 hours per week without lending our company additional funds. If this is not the case and additional time and funds will be required, then he is willing to commit additional time and funds although he has no commitment or contractual obligation to do so. We have no other employees, and do not foresee hiring any additional employees in the near future. We will be engaging independent contractors to design and develop our website and manage our internet marketing efforts.

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not Applicable.

  

ITEM 2. PROPERTIES

 

Our principal executive is currently located at 986 Dongfang Rd., One Hundred Shanshan Bldg 25^th Fl, Pudong, Shanghai, China 200122. 

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in litigation relating to claims arising out of our 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 and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.  

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is quoted on the OTC Markets, under the symbol “BLYQ”. Our stock was approved for quotation on the OTC Markets on November 20, 2014. However, our stock only started trading on October 22, 2018.

 

There is no established current public market for the shares of our common stock. There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

 

Our shares are issued in registered form. Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725 (Telephone: [phone]) is the registrar and transfer agent for our common shares.

 

On December 22, 2023, the shareholders’ list showed 27 registered shareholders with 9,850,000 shares of common stock outstanding.

 

Dividend Policy

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

 

Equity Compensation Plan Information

 

We do not have any equity compensation plans.

 

Recent Sales of unregistered securities

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended September 30, 2023 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended September 30, 2023.

 

Issuer Purchases of Equity Securities

 

We did not purchase any of our shares of common stock or other securities during the fiscal year ended September 30, 2023.

 

ITEM 6. [RESERVED]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

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Results of Operations

 

Years ended September 30, 2023 and 2022

 

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended September 30, 2023 and 2022, which are included herein.

 

Our operating results for the years ended September 30, 2023 and 2022, and the changes between those years for the respective items are summarized as follows:

 

		Years Ended
		September 30,
		2023				2022				Change
Revenue		$	-			$	-			$	-
General and administrative			35,385				48,115				(12,730	)
Net loss		$	35,385			$	48,115			$	(12,730	)

 

During the years ended September 30, 2023 and 2022, we did not have any revenues.

 

Our financial statements report a net loss of $35,385 for the year ended September 30, 2023, compared to a net loss of $48,115 for the year ended September 30, 2022, solely from operating expenses. Operating expenses consist of professional fees of $34,200 and $47,162, and other general and administrative expenses of $1,185 and $953 for the years ended September 30, 2023 and 2022, respectively. 

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of September 30, 2023 and 2022, respectively.

 

Working Capital

 

		September 30,				September 30,
		2023				2022				Changes
Current Assets		$	6,750			$	750			$	6,000
Current Liabilities			184,082				142,697				41,385
Working Capital Deficiency		$	177,332			$	141,947			$	35,385

 

As of September 30, 2023 and 2022, our total current assets were $6,750 and $750, respectively, which were all attributed to prepaid expenses.

 

As of September 30, 2023, our current liabilities were $184,082 compared to $142,697 at September 30, 2022. Stockholders’ deficit was $177,332 as of September 30, 2023 compared to stockholders’ deficit of $141,947 as of September 30, 2022. The increase in current liabilities is primarily due to an increase in due to shareholder (who is also the Company’s sole officer) for payments made for operating expenses on behalf of the Company.

 

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Cash Flows

 

		Years Ended
		September 30,
		2023				2022
Net cash used in operating activities		$	-			$	-
Net cash used in investing activities			-				-
Net cash provided by financing activities			-				-
Net change in cash		$	-			$	-

 

Operating Activities

 

The Company did not use any funds for operating activities during the years ended September 30, 2023 and 2022. During the years ended September 30, 2023 and 2022, the Company’s shareholder and sole officer paid $40,997 and $48,653, respectively, on behalf of the Company for operating expenses.

 

Investing Activities

 

The Company did not use any funds for investing activities during the years ended September 30, 2023 and 2022.

 

Financing Activities

 

The Company did not have any funds provided by financing activities during the years ended September 30, 2023 and 2022.

 

Limited Operating History; Need for Additional Capital

 

There is no historical financial information about us on which to base an evaluation of our performance. We have generated no revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website, and possible cost overruns due to the price and cost increases in supplies and services.

 

At present, we do not have enough cash on hand to cover operating costs for the next 12 months.

 

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

 

We have no plans to undertake any product research and development during the next twelve months. There are also no plans or expectations to acquire or sell any plant or plant equipment in the next year of operations.

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had no cash, and our current assets were $6,750. As of September 30, 2023, our current liabilities were $184,082, and our stockholders’ deficit was $177,332. We do not have sufficient funds to operate it for the next twelve months. We have to issue debt or equity or enter into a strategic arrangement with a third party in order to finance our operations. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

 

Contractual Obligations

 

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

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Going Concern

 

For the year ended September 30, 2023, our company had a net loss of $35,385 and has earned no revenues. In addition, the Company had a working capital deficiency of $177,332 and an accumulated deficit of $356,712 at September 30, 2023. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. 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, shareholder loans and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. Our only source of cash at this time is investment by our shareholder who is also sole director and officer. We must raise cash to stay in business. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the year ending September 30, 2024. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. 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

 

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, capital expenditures or capital resources that is material to stockholders.

 

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

BALLY, CORP.

 

INDEX TO AUDITED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED SEPTEMBER 30, 2023 AND 2022

 

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 273)		F-2
Balance Sheets as of September 30, 2023 and 2022		F-3
Statements of Operations for the years ended September 30, 2023 and 2022		F-4
Statements of Stockholders’ Deficit for the years ended September 30, 2023 and 2022		F-5
Statements of Cash Flows for the years ended September 30, 2023 and 2022		F-6
Notes to the Financial Statements		F-7

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and the Board of Directors of

Bally, Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Bally, Corp. (the “Company”) as of September 30, 2023 and 2022, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended September 30, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years ended September 30, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 3 to the financial statements, the Company has not generated any revenues since inception. The Company had a net loss of $35,385 for the year ended September 30, 2023, a working capital deficiency of $177,332 and an accumulated deficit of $356,712 as of September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are disclosed in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters for current period.

 

/s/ Prager Metis CPAs, LLC
We have served as the Company’s auditor since 2018
Hackensack, New Jersey
December 22, 2023

 

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 BALLY, CORP.

Balance Sheets

 

		September 30,				September 30,
		2023				2022
ASSETS
Current assets:
Cash		$	-			$	-
Prepaid expenses			6,750				750
Total Current Assets			6,750				750
Total Assets		$	6,750			$	750
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable		$	1,589			$	1,201
Due to shareholder			182,493				141,496
Total Current Liabilities and Total Liabilities			184,082				142,697
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			(356,712	)			(321,327	)
Total Stockholders’ Deficit			(177,332	)			(141,947	)
Total Liabilities and Stockholders’ Deficit		$	6,750			$	750

 

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

 

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BALLY, CORP.

Statements of Operations

 

		Years Ended
		September 30,
		2023				2022
Revenue		$	-			$	-
Expenses:
General and administrative			35,385				48,115
Total expenses			35,385				48,115
Loss before income tax provision			(35,385	)			(48,115	)
Income tax provision			-				-
Net loss		$	(35,385	)		$	(48,115	)
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 audited financial statements.

 

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BALLY, CORP.

Statements of Stockholders’ Deficit

For the Years Ended September 30, 2023 and 2022

 

																		Additional								Total
		Preferred Stock								Common Shares								Paid-In				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance – September 30, 2021			-			$	-				9,850,000			$	985			$	178,395			$	(273,212	)		$	(93,832	)
Net loss for the year			-				-				-				-				-				(48,115	)			(48,115	)
Balance – September 30, 2022			-				-				9,850,000				985				178,395				(321,327	)			(141,947	)
Net loss for the year			-				-				-				-				-				(35,385	)			(35,385	)
Balance – September 30, 2023			-			$	-				9,850,000			$	985			$	178,395			$	(356,712	)		$	(177,332	)

 

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

 

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BALLY, CORP.

Statements of Cash Flows

 

		Years Ended
		September 30,
		2023				2022
Cash Flows from Operating Activities:
Net loss		$	(35,385	)		$	(48,115	)
Changes in operating assets and liabilities:
Prepaid expenses			(6,000	)			(750	)
Shareholder advances funding operations			40,997				48,653
Accounts payable			388				212
Net Cash used in Operating Activities			-				-
Net change in cash			-				-
Cash - beginning of year			-				-
Cash - end of year		$	-			$	-
Supplemental Cash Flow Disclosure:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

 

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

 

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BALLY, CORP

Notes to the Financial Statements

For the Years Ended September 30, 2023 and 2022

 

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. The Company is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. To date, the Company’s activities have been limited to its formation and the raising of equity capital. The Company’s fiscal year end is September 30.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

 

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.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

 

Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels of the fair value hierarchy are described below:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

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Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The fair value of prepaid expenses, accounts payable and accrued expenses and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. There are no financial instruments measured at fair value on a recurring basis.

 

Concentrations of Credit Risks

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

As of September 30, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

 

Loss per Share

 

The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of September 30, 2023 and 2022.

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions and balances. See Note 6 for additional information.

 

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Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of its 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

 

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. The Company had a net loss of $35,385 for the year ended September 30, 2023, a working capital deficiency of $177,332 and an accumulated deficit of $356,712 as of September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability 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, shareholder loans and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for future periods. 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.

 

NOTE 4 – PREPAID EXPENSES

 

As of September 30, 2023, prepaid expenses included (i) the portion of unamortized annual quotation fee for the OTC Markets Group and (ii) advanced professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”).

 

NOTE 5 - INCOME TAXES

 

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statements of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforwards has been recognized, as it is not deemed likely to be realized.

 

The provisions for federal income tax consist of the following:

 

		Years Ended
		September 30,
		2023				2022
Income tax expense (benefit) at statutory rate (21%)		$	(7,431	)		$	(10,104	)
Change in valuation allowance			7,431				10,104
Income tax expense		$	-			$	-

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets are as follows:

 

		September 30,				September 30,
		2023				2022
Net Operating Loss carryforward		$	37,051			$	29,620
Valuation allowance			(37,051	)			(29,620	)
Net deferred tax asset		$	-			$	-

 

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As of September 30, 2023, the Company had approximately $176,432 of net operating losses (“NOL”), generated from April 4, 2018 to September 30, 2023, carried forward to offset taxable income in future years. NOLs generated in tax years prior to September 30, 2018, can be carryforward for twenty years, whereas NOLs generated after September 30, 2018 can be carryforward indefinitely.

 

Due to a change of control, the Company will not be able to carryover $180,280 of NOL generated before April 4, 2018 to offset future income.

 

A valuation allowance has been established for our deferred tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of September 30, 2023, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. 

 

NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Shareholder’s amounts represent advances or amounts paid on behalf of the Company in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

 

During the years ended September 30, 2023 and 2022, the Company’s shareholder and sole officer advanced to the Company an amount of $40,997 and $48,653 respectively by paying for expenses on behalf of the Company.

 

As of September 30, 2023 and 2022, the Company was obligated to the shareholder and sole officer for a balance of $182,493 and $141,496, respectively, which is unsecured, non-interest-bearing and due on demand.

 

NOTE 7 - EQUITY

 

Preferred Stock

 

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share.

 

There were no shares of preferred stock issued and outstanding as of September 30, 2023 and 2022.

 

Common Stock

 

The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.

 

As of September 30, 2023 and 2022, there were 9,850,000 shares of common stock issued and outstanding, respectively.

 

NOTE 8 - SUBSEQUENT EVENTS

 

The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no significant subsequent events or transactions that would require recognition or disclosure in the financial statements.

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2023 due to the material weaknesses discussed below.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

 

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 

Under the supervision of management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies as of September 30, 2023. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2023 because it identified the following material weakness:

 

●

Material Weakness - The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, nor allowed for adequate segregation of duties.

 

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A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

 

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended September 30, 2023 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name		Position Held with the Company		Age		Date First Elected or Appointed
Haiping Hu		Chief Executive Officer, Chief Financial Officer, Secretary and Director		56		April 4, 2018

 

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Haiping Hu - Chief Executive Officer, Chief Financial Officer, Secretary and director.

 

Mr. Hu has been serving as president of Global Mentor Board (Beijing) IT Co. Ltd since 2015. In addition, from 2012 until 2015, Mr. Hu served as the president and CEO of Shanshan Commodities Group Corporation. Mr. Hu obtained his bachelor’s degree in process automation and his master’s degree in chemical engineering from Zhejiang University.

 

Our company believes that Mr. Hu’s professional background experience gives him the qualifications and skills necessary to serve as a director of our company.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

 

Employment Agreements

 

There are no formal employment agreements with our officers and directors.

 

Family Relationships

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 

Involvement in certain legal proceedings.

 

None of our directors or executive officers has been involved in any of the following events during the past 10 years:

 

	●	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	●	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
	●	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or
	●	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

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Section 16(a) Beneficial Ownership Reporting Compliance

 

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

 

Code of Ethics

 

We have not adopted the Code of Business Conduct and Ethics.

 

Board and Committee Meetings

 

Our Board of Directors held no formal meetings during the year ended September 30, 2023. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Nomination Process

 

As of September 30, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our Board of Directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

 

Audit Committee

 

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

 

Audit Committee Financial Expert

 

We do not currently have a director who is qualified to act as the head of the audit committee.

 

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ITEM 11. EXECUTIVE COMPENSATION

 

The particulars of the compensation paid to the following persons:

 

(a)

our principal executive officer (the Company has no other executive officers)

 

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion($)	Change in PensionValue and Nonqualified Deferred Compensa-tion Earnings ($)	All Other Compensa-tion ($)	Total ($)
Haiping Hu(1)	2023	-	-	-	-	-	-	-	-
CEO, CFO, Secretary, and Director	2022	-	-	-	-	-	-	-	-

 

(1)

Mr. Hu was appointed CEO, CFO, Secretary and as a director on April 4, 2018.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Grants of Plan-Based Awards

 

During the fiscal year ended September 30, 2023 we did not grant any stock options.

 

Option Exercises and Stock Vested

 

During our fiscal year ended September 30, 2023 there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

 

No compensation was paid to non-employee directors for the year ended September 30, 2023.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of December 22, 2023, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated. 

 

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Haiping Hu 986 Dongfang Rd., One Hundred Shanshan Bldg 25th Fl Pudong, Shanghai, China 200122	5,023,500 Common / Direct	51.00%
GMB Wisdom Sharing Platform Co., Ltd. Start Chamber, Wickham'S CAY II, PO BOX 2221, Road Town, Tortola, VI	4,774,100 Common	48.47%
Directors and Executive Officers as a Group	9,797,600 Common	99.47%

 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 22, 2023. As of December 22, 2023, there were 9,850,000 shares of our company’s common stock issued and outstanding.

 

Changes in Control

 

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

 

Subsequent to September 30, 2023, the majority shareholders of the Company are in private negotiation for transfer of 9,797,600 shares of common stock to new investors.  As of the date of filling this report, the negotiation and agreement was not completed and closed.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended September 30, 2023, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years:

 

During the years ended September 30, 2023 and 2022, the Company’s shareholder and sole officer advanced to the Company an amount of $40,997 and $48,653 respectively by paying for expenses on behalf of the Company. As of September 30, 2023, and 2022, the Company was obligated to the shareholder and sole officer for a balance of $182,493 and $141,496, respectively, which is unsecured, non-interest-bearing and due on demand.

 

16

Table of Contents

 

Director Independence

 

We currently act with one director, Haiping Hu. We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

 

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

 

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

  

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The aggregate fees billed for the most recently completed fiscal year ended September 30, 2023 and for fiscal year ended September 30, 2022 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

Fee Category		Year Ended September 30, 2023				Year Ended September 30, 2022
Audit Fees		$	25,400			$	22,500
Audit-Related Fees			-				-
All Other Fees			-				-
Tax Fees			-				-
Total Fees		$	25,400			$	22,500

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

17

Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 

 

(a)

Financial Statements

 

		(1)	Financial statements for our company are listed in the index under Item 8 of this document.
		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b)

Exhibits

 

Exhibit Number		Description
(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1/31.2*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1/32.2**		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data File
101*		Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

____________

* Filed herewith.

** Furnished herewith

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

18

Table of Contents

 

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, thereto duly authorized.

 

	BALLY, CORP.
Dated: December 22, 2023	By:	/s/ Haiping Hu
		Haiping Hu
		Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: December 22, 2023	By:	/s/ Haiping Hu
		Haiping Hu
		Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

19

 

nullnull

Cover - USD ($)	12 Months Ended
	Sep. 30, 2023	Dec. 22, 2023	Mar. 31, 2023
Cover [Abstract]
Entity Registrant Name	BALLY, CORP.
Entity Central Index Key	0001591565
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--09-30
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		9,850,000
Entity Public Float			$ 28,820
Entity File Number	333-192387
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	80-0917804
Entity Address Address Line 1	986 Dongfang Rd.
Entity Address Address Line 2	One Hundred Shanshan Bldg 25th Fl
Entity Address City Or Town	Pudong Shanghai
Entity Address Postal Zip Code	200122
City Area Code	86
Local Phone Number	138 1833 3008
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false
Entity Address Country	CN
Auditor Name	Prager Metis CPAs, LLC
Auditor Location	Hackensack, New Jersey
Auditor Firm Id	273

Balance Sheets - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Current assets:
Cash	$ 0	$ 0
Prepaid expenses	6,750	750
Total Current Assets	6,750	750
Total Assets	6,750	750
Current liabilities:
Accounts payable	1,589	1,201
Due to shareholder	182,493	141,496
Total Current Liabilities and Total Liabilities	184,082	142,697
Stockholders' Deficit:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding	0	0
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	(356,712)	(321,327)
Total Stockholders' Deficit	(177,332)	(141,947)
Total Liabilities and Stockholders' Deficit	$ 6,750	$ 750

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Sep. 30, 2022
Balance Sheets
Preferred Stock, Shares Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	9,850,000	9,850,000
Common Stock, Shares Outstanding	9,850,000	9,850,000

Statements of Operations - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statements of Operations
Revenue	$ 0	$ 0
Expenses:
General and administrative	35,385	48,115
Total expenses	35,385	48,115
Loss before income tax provision	(35,385)	(48,115)
Income tax provision	0	0
Net loss	$ (35,385)	$ (48,115)
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

Statements of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Preferred Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Sep. 30, 2021		9,850,000
Balance, amount at Sep. 30, 2021	$ (93,832)	$ 985	$ 0	$ 178,395	$ (273,212)
Net loss for the year	(48,115)	0	0	0	(48,115)
Balance, amount at Sep. 30, 2022	(141,947)	$ 985	0	178,395	(321,327)
Balance, shares at Sep. 30, 2022		9,850,000
Net loss for the year	(35,385)	$ 0	0	0	(35,385)
Balance, amount at Sep. 30, 2023	$ (177,332)	$ 985	$ 0	$ 178,395	$ (356,712)
Balance, shares at Sep. 30, 2023		9,850,000

Statements of Cash Flows - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (35,385)	$ (48,115)
Changes in operating assets and liabilities:
Prepaid expenses	(6,000)	(750)
Shareholder advances funding operations	40,997	48,653
Accounts payable	388	212
Net Cash used in Operating Activities	0	0
Net change in cash	0	0
Cash - beginning of year	0	0
Cash - end of year	0	0
Supplemental Cash Flow Disclosure:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Sep. 30, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS	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. The Company is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. To date, the Company’s activities have been limited to its formation and the raising of equity capital. The Company’s fiscal year end is September 30.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.   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.   Cash and Cash Equivalents   Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.   Financial Instruments   The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).   The three levels of the fair value hierarchy are described below:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The fair value of prepaid expenses, accounts payable and accrued expenses and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.   Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. There are no financial instruments measured at fair value on a recurring basis.   Concentrations of Credit Risks   The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.   Income Taxes   The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.   As of September 30, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.   Loss per Share   The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year.   The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of September 30, 2023 and 2022.   Related Party Balances and Transactions   The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions and balances. See Note 6 for additional information. Management has considered all recent accounting pronouncements issued since the last audit of its financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

GOING CONCERN	12 Months Ended
	Sep. 30, 2023
GOING CONCERN
GOING CONCERN	NOTE 3 - GOING CONCERN   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. The Company had a net loss of $35,385 for the year ended September 30, 2023, a working capital deficiency of $177,332 and an accumulated deficit of $356,712 as of September 30, 2023. These factors, among others, raise substantial doubt about the Company’s ability 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, shareholder loans and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for future periods. 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.

PREPAID EXPENSES	12 Months Ended
	Sep. 30, 2023
PREPAID EXPENSES
PREPAID EXPENSES	NOTE 4 – PREPAID EXPENSES   As of September 30, 2023, prepaid expenses included (i) the portion of unamortized annual quotation fee for the OTC Markets Group and (ii) advanced professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”).

INCOME TAXES	12 Months Ended
	Sep. 30, 2023
INCOME TAXES
INCOME TAXES	NOTE 5 - INCOME TAXES   The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statements of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforwards has been recognized, as it is not deemed likely to be realized.   The provisions for federal income tax consist of the following:       Years Ended       September 30,       2023     2022   Income tax expense (benefit) at statutory rate (21%)   $ (7,431 )   $ (10,104 ) Change in valuation allowance     7,431       10,104   Income tax expense   $ -     $ -     The tax effects of temporary differences that give rise to the Company’s net deferred tax assets are as follows:       September 30,     September 30,       2023     2022   Net Operating Loss carryforward   $ 37,051     $ 29,620   Valuation allowance     (37,051 )     (29,620 ) Net deferred tax asset   $ -     $ -   As of September 30, 2023, the Company had approximately $176,432 of net operating losses (“NOL”), generated from April 4, 2018 to September 30, 2023, carried forward to offset taxable income in future years. NOLs generated in tax years prior to September 30, 2018, can be carryforward for twenty years, whereas NOLs generated after September 30, 2018 can be carryforward indefinitely.   Due to a change of control, the Company will not be able to carryover $180,280 of NOL generated before April 4, 2018 to offset future income.   A valuation allowance has been established for our deferred tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of September 30, 2023, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%.

RELATED PARTY TRANSACTIONS AND BALANCES	12 Months Ended
	Sep. 30, 2023
RELATED PARTY TRANSACTIONS AND BALANCES
RELATED PARTY TRANSACTIONS AND BALANCES	NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES   In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Shareholder’s amounts represent advances or amounts paid on behalf of the Company in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.   During the years ended September 30, 2023 and 2022, the Company’s shareholder and sole officer advanced to the Company an amount of $40,997 and $48,653 respectively by paying for expenses on behalf of the Company.   As of September 30, 2023 and 2022, the Company was obligated to the shareholder and sole officer for a balance of $182,493 and $141,496, respectively, which is unsecured, non-interest-bearing and due on demand.

EQUITY	12 Months Ended
	Sep. 30, 2023
EQUITY
EQUITY	NOTE 7 - EQUITY   Preferred Stock   The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share.   There were no shares of preferred stock issued and outstanding as of September 30, 2023 and 2022.   Common Stock   The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.   As of September 30, 2023 and 2022, there were 9,850,000 shares of common stock issued and outstanding, respectively.

SUBSEQUENT EVENTS	12 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS   The Company has evaluated the existence of events and transactions subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no significant subsequent events or transactions that would require recognition or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
Cash and Cash Equivalents	Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Financial Instruments	The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).   The three levels of the fair value hierarchy are described below:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   The fair value of prepaid expenses, accounts payable and accrued expenses and due to shareholder approximates their carrying amounts because of their immediate or short-term maturity.   Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. There are no financial instruments measured at fair value on a recurring basis.
Concentrations of Credit Risks	The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Income Taxes	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.   As of September 30, 2023, and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.
Loss per Share	The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year.   The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of September 30, 2023 and 2022.
Related Party Balances and Transactions	The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions and balances. See Note 6 for additional information.
Recent Accounting Pronouncements	Management has considered all recent accounting pronouncements issued since the last audit of its financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

INCOME TAXES (Tables)	12 Months Ended
	Sep. 30, 2023
INCOME TAXES
Schedule of provisions for federal income tax	Years Ended       September 30,       2023     2022   Income tax expense (benefit) at statutory rate (21%)   $ (7,431 )   $ (10,104 ) Change in valuation allowance     7,431       10,104   Income tax expense   $ -     $ -
Schedule of tax effects of temporary differences net deferred tax assets	September 30,     September 30,       2023     2022   Net Operating Loss carryforward   $ 37,051     $ 29,620   Valuation allowance     (37,051 )     (29,620 ) Net deferred tax asset   $ -     $ -

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
GOING CONCERN
Working capital (deficiency)	$ (177,332)
Net loss	(35,385)	$ (48,115)
Accumulated Deficit	$ (356,712)	$ (321,327)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
INCOME TAXES
Income tax expense (benefit) at statutory rate	$ (7,431)	$ (10,104)
Change in valuation allowance	7,431	10,104
Income tax expense	$ 0	$ 0

INCOME TAXES (Details 1) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
INCOME TAXES
Net Operating Loss carryforward	$ 37,051	$ 29,620
Valuation allowance	(37,051)	(29,620)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES (Details Narrative)	12 Months Ended
	Sep. 30, 2023 USD ($)
INCOME TAXES
Net operating losses ("NOL")	$ 176,432
NOL not carryover	$ 180,280
Change in ownership interest of significant stockholders	50.00%

RELATED PARTY TRANSACTIONS AND BALANCES (Detail Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Due to shareholder	$ 182,493	$ 141,496
Sole officer [Member]
Advance from related party	40,997	48,653
Due to shareholder	$ 182,493	$ 141,496

EQUITY (Details Narrative) - $ / shares	Sep. 30, 2023	Sep. 30, 2022
EQUITY
Preferred stock, Par value	$ 0.0001	$ 0.0001
Preferred stock, Shares authorized	20,000,000	20,000,000
Preferred stock, Shares Issued	0	0
Preferred stock, Shares Outstanding	0	0
Common stock, Par value	$ 0.0001	$ 0.0001
Common stock, Shares authorized	100,000,000	100,000,000
Common stock, Shares Issued	9,850,000	9,850,000
Common shares, Shares Outstanding	9,850,000	9,850,000

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