Part I
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-K to the "Company," "Bally", "we," "us" or "our" are to Bally, Corp.
Item 1. Business.
Business Development
We were incorporated under the laws of the state of Nevada on March 13, 2013 and we intend to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. We plan to market via our website: http://www.ballycorp.com and sell these products directly to end users through our website.
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.
None.
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Item 2. Properties.
We do not own interests in any real property.
Item 3. Legal Proceedings.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is quoted on the OTC Bulletin Board, under the symbol "BLYQ". Our stock was approved for quotation on the OTCBB on November 20, 2014. However, as of the date of filing this Annual Report, our stock had not traded.
As at December 19, 2014, there were 27 stockholders of record and an aggregate of 9,850,000 shares of our common stock were issued and outstanding. Of the 9,850,000 shares of common stock outstanding, 5,000,000 held by Surjeet Singh, our prior Chief Executive Officer and 3,000,000 held by Katiuska Moran, our current sole director and officer may only be resold in compliance with Rule 144 of the Securities Act of 1934, and since we are considered a shell company, any restricted stock will not be eligible for resale under Rule 144 until the conditions of Rule 144(i) are met.
Dividend Policy
To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Prospective investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase. If prospective investors purchase Shares pursuant to this Offering, they must be prepared to be unable to liquidate their investment and/or lose their entire investment.
Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.
Equity Compensation Plan Information
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
On August 5, 2013, the Company issued 5,000,000 shares of common stock to Mr. Surjeet Singh for cash at $0.005 per share for a total of $25,000.
On August 8, 2014, the Company issued 3,000,000 shares of common stock to Ms. Katiuska Moran for cash at $0.001 per share for a total of $3,000.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended September 30, 2014.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Form S-1 Amendment No. 2 as filed on February 28, 2014. You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the "Company," "Bally," "we," "us," or "our" are to Bally, Corp.
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Corporate Overview
Bally, Corp. was incorporated in the State of Nevada on March 13, 2013. Bally intends to establish itself as a branded online distribution and retail hardware company offering reliable and affordable small farming, household gardening and tool products.
We intend to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. We plan to market via our website: http://www.ballycorp.com and sell these products directly to end users through our website. We entered into our 1st supply agreement from a Manufacturer based in Mainland China on October 15, 2013.
Bally's business and corporate address is 2620 Regatta Dr., Ste 102, Las Vegas, 89128. Our telephone number in North America is 877-284-1041 and in India it is 0008001004322 and our registered agent for service of process is CORP 95, LLC, 2620 Regatta Dr., Ste., 102, Las Vegas, Nevada, 89128. Our fiscal year end is September 30.
We have commenced only minimal business operations and have not generated any revenues. Our auditors issued a "substantial doubt" going concern opinion. Our only assets are our cash at September 30, 2014, consisting of approximately $12,885 in cash generated from the issuance of shares of Company common stock.
In our initial public offering, we registered for sale a total of 6,000,000 shares of our common stock on a self-underwritten, "best efforts" basis. As of the date of this report, the Company has issued 1,850,000 shares of its common stock to investors at a rate of $0.01 per share for a total amount raised of $18,500. The Company's public offering has been closed and no additional funds will be raised from our initial offering.
Results of Operations
The period ended September 30, 2013 is comprised of 202 days as compared to an entire year for September 30, 2014.
We have generated no revenues since inception (March 13, 2013) and have incurred $67,514 in expenses through September 30, 2014.
The following table provides selected financial data about our company for the year ended September 30, 2014 and 2013.
Balance Sheet Date
September 30, 2014
September 30, 2013
Cash
$
12,885
13,093
Total Assets
Total Liabilities
7,699
1,199
Stockholders' Equity
5,186
11,894
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The following summary of our results of operations, should be read in conjunction with our financial statements, as included in this Form 10-K.
For the Period from
Inception
Year Ended
March 13, 2013 to
September 30, 2014
September 30, 2013
Revenue
-
Operating Expenses
General & administrative
28,384
624
Professional fees
26,024
12,482
Total operating expenses
54,408
13,106
Net loss before income tax
(54,408
)
(13,106
Income tax provision
Net loss
Revenue
We have generated no revenues since inception on March 13, 2013.
Expenses
We have a net loss of $67,514 since inception on March 13, 2013 through September 30, 2014. Total expenses were comprised of professional fees of 38,506 and general and administrative costs of $29,008.
Operating expenses for the year ended September 30, 2014 increased by $41,302 from $13,106 for the period ended September 30, 2013. The increase in expenses can be attributed to increased professional fees, general and administrative expenses as we had a full year of operations for 2014 as compared to 202 days for the period from inception to September 30, 2013. Our professional fees of $26,024 were primarily due to legal and accounting fees related to our recent S-1 registration statement and other regulatory costs.
Liquidity and Financial Condition
Currently we do not have sufficient funds for any our business development over the next 12 months.
Working Capital
As At September 30,
(Decrease)/
2014
2013
Increase
Current Assets
(208
Current Liabilities
6,500
Working Capital
(6,708
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Cash Flows
March 13, 2013
(inception) through
Net cash used in operating activities
(20,908
Net cash used in investing activities
Net cash provided by financing activities
20,700
26,199
Net (decrease) increase in cash and cash equivalents
Cash Flow from Operating Activities
During the year ended September 30, 2014, our company used $20,908 in cash from operating activities compared to the use of $13,106 of cash for operating activities during the period ended September 30, 2013. The increase in cash used for operating activities was primarily attributed to professional fees related to our recent S-1 offering and other regulatory requirements.
Cash Flow from Investing Activities
From inception through to September 30, 2014, we did not have any cash flows from investing activities.
Cash Flow from Financing Activities
During the year ended September 30, 2014, our company received $20,700 in cash in financing activities, $17,700 cash proceeds received from the issuance of common shares to unaffiliated investors and $3,000 cash proceeds received from the issuance of common shares to current sole officer and director, compared to cash provided by financing activities of $26,199 for the period ended September 30, 2013, for $25,000 cash received from a previous officer and director for purchase of common shares and $1,199 non-interest bearing demand loan received from a previous officer and director .
We had no material commitments for capital expenditures as at September 30, 2014 and 2013.
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We have no known demands or commitments, and we are not aware of any events or uncertainties as at September 30, 2014 that will result in or that is reasonably likely to materially increase or decrease our current liquidity.
Going Concern
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investment by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities, other than pursuant to our current Offering.
Plan of Operation
Our business objectives for the next 12 months, provided the necessary funding is available, are to generally expand upon our business, with a focus on the development of our website and development of a customer base.
We believed that $30,000 is required in order to finalize development of the website, advertise and market our website and products and buy sufficient inventory in order to carry our business plan. To design and develop our website fully in both English and Standard Hindi with mobile-optimization, we will require $2,000. $7,000 will be allocated to purchasing sufficient inventory to sell on our website. Our advertising and marketing budget of $8,000 will be used to set up Google Adwords/Pay-per-Click Campaigns targeting people searching for our products, as well as an SEO effort that includes hiring a writer for blogging, link-building and social media marketing campaigns. An additional $12,000 will be used for Professional fees, which include fees to an accountant and legal advice. $1,000 will be used for miscellaneous office expenses that are necessary to operate our business, such as phone service and internet service.
Once we have completed our website and it is fully operational we will begin to market our website using the following online social media avenues:
· facebook
· twitter
· google adwords
· blogging
We expect to contract out the marketing and advertising of our website and we will begin that once our website is fully developed and operational. We have hired an independent contractor to design and develop the website and we will hire another independent contractor to market and advertise our website and products. There will be no long-term agreement or contract with the independent contractors to maintain or manage the website or for our marketing and advertising initiatives. Because there will be no long-term agreement with independent contractors to maintain and troubleshoot issues that may arise with the website, the sole officer may not be able to resolve any potential problems, which could negatively affect the business. We expect this process to take approximately 4 months and initial advertising and marketing of our services to take 2 months. As such, we expect to generate revenues in the last six months of the year.
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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.
Liquidity and Capital Resources
To meet our need for cash we raised money from our recent Offering. On March 17, 2014, the Company's Registration Statement on Form S-1 was declared effective, which the Company sought to raise $60,000 under the Offering. As of the date of this report the Company has sold 1,850,000 at $0.01 per share for $18,500 cash. To date we have not developed our business and principal plan of operations and thus our expenses have been primarily for professional fees related to our registration statement and ongoing regulatory expenses.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
Item 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.