UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2023
	For the quarterly period ended March 31, 2024
or
☐	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)

(IRS Employer

Identification No.)

Room 401, Building 2, Qianwan Zhigu, Weishijiu Road Ningwei Street Xiaoshan District, Hangzhou, Zhejiang, China		311215
(Address of principal executive offices)		(Zip Code)

(86) 182 5883 0915

(Registrant’s telephone number, including area code)

~~986 Dongfang Rd,~~N/A

One Hundred Shanshan Bldg 25th Fl,

Pudong Shanghai, China 200122

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☒ Yes ☐ No

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

9,850,000 common shares issued and outstanding as of ~~February~~May 96, 2024.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	7
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	98
SIGNATURES		109

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BALLY, CORP.

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2023~~2024

		Page

Balance Sheets (Unaudited)		F-2

Statements of Operations (Unaudited)		F-3

Statements of Stockholders’ Deficit (Unaudited)		F-4

Statements of Cash Flows (Unaudited)		F-5

Notes to Financial Statements (Unaudited)		F-6

F-1

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BALLY, CORP.

Balance Sheets

(Unaudited)

	December 31,			September 30,
	March 31,			September 30,
	2023			2023
	2024			2023
ASSETS
Current assets:
Cash	$	-		$	-
Prepaid expenses		3330,~~120~~635			6,750
Total Current Assets		3330,~~120~~635			6,750
Total Assets	$	3330,~~120~~635		$	6,750
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable	$	1,189		$	1,589
Accounts payable and accrued liabilities	$	8,734		$	1,589
Due to shareholder		246,213			182,493
Due to shareholders		253,830			182,493
Total Current Liabilities and Total Liabilities		~~247~~262,~~402~~564			184,082
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		(~~393~~411,~~662~~309	)		(356,712	)
Total Stockholders’ Deficit		(~~214~~231,~~282~~929	)		(177,332	)
Total Liabilities and Stockholders’ Deficit	$	3330,~~120~~635		$	6,750

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

F-2

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BALLY, CORP.

Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,
	March 31,						March 31,
	2023			2022
	2024			2023			2024			2023
Revenue	$	-		$	-		$	-		$	-
Expenses:
General and administrative		3617,~~950~~647			234,~~090~~050			54,597			27,140
Total expenses		3617,~~950~~647			234,~~090~~050			54,597			27,140
Loss before income tax provision		(3617,~~950~~647	)		(234,~~090~~050	)		(54,597	)		(27,140	)
Income tax provision		-			-			-			-
Net loss	$	(3617,~~950~~647	)	$	(234,~~090~~050	)	$	(54,597	)	$	(27,140	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		9,850,000			9,850,000			9,850,000			9,850,000

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

F-3

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BALLY, CORP.

Statements of Stockholders’ Deficit

(Unaudited)

For the Three and Six Months Ended ~~December~~March 31, ~~2023~~2024

									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – September 30, 2023		-	$	-		9,850,000	$	985	$	178,395	$	(356,712	)	$	(177,332	)
Net loss for the period		-		-		-		-		-		(36,950	)		(36,950	)
Balance – December 31, 2023		-	$	-		9,850,000	$	985	$	178,395	$	(393,662	)	$	(214,282	)
Net loss for the period		-		-		-		-		-		(17,647	)		(17,647	)
Balance – March 31, 2024		-	$	-		9,850,000	$	985	$	178,395	$	(411,309	)	$	(231,929	)

For the Three and Six Months Ended ~~December~~March 31, ~~2022~~2023

									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – September 30, 2022		-	$	-		9,850,000	$	985	$	178,395	$	(321,327	)	$	(141,947	)
Net loss for the period		-		-		-		-		-		(23,090	)		(23,090	)
Balance – December 31, 2022		-	$	-		9,850,000	$	985	$	178,395	$	(344,417	)	$	(165,037	)
Net loss for the period		-		-		-		-		-		(4,050	)		(4,050	)
Balance – March 31, 2023		-	$	-		9,850,000	$	985	$	178,395	$	(348,467	)	$	(169,087	)

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

F-4

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BALLY, CORP.

Statements of Cash Flows

(Unaudited)

	Three Months Ended
	Six Months Ended
	December 31,
	March 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(3654,~~950~~597	)	$	(2327,~~090~~140	)
Changes in operating assets and liabilities:
Prepaid expenses		(2623,~~370~~885	)		(117,~~250~~500	)
Shareholder advances funding operations		6371,~~720~~337			3034,~~052~~852
Accounts payable		(400	)		4,288
Accounts payable and accrued liabilities		7,145			(212	)
Net Cash used in Operating Activities		-			-
Net change in cash		-			-
Cash - beginning of period		-			-
Cash - end of period	$	-		$	-
Supplemental Cash Flow Disclosure:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash Investing and Financing Activities:
Assignment due to prior shareholder to new shareholders and officer	$	252,213		$	-

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

F-5

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BALLY, CORP.

Notes to Financial Statements

~~December~~March 31, ~~2023~~2024

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

BALLY, CORP. (the “Company”) was incorporated in the State of Nevada on March 13, 2013 and it is based in China. 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.

Changes in Control

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~December~~March 31, ~~2023~~2024, and the results of operations and cash flows for the periods presented. The results of operations for the period ended ~~December~~March 31, ~~2023~~2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on December 22, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

F-6

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NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenue since inception. The Company had a net loss of $3654,~~950~~597 for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, a working capital deficiency of $~~214~~231,~~282~~929 and an accumulated deficit of $~~393~~411,~~662~~309 as of ~~December~~March 31, ~~2023~~2024. 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 ~~December~~March 31, ~~2023~~2024, prepaid expenses included ~~advanced~~(i) ~~payments~~the ~~for~~portion ~~the~~of unamortized annual quotation fee for the OTC Markets Group and annual business license fee for the NATCO and (ii) advanced payments for the professional advisory fees for filling Form 211 which was not filed as of ~~December~~March 31, ~~2023~~2024.

F-6 Table of Contents

NOTE 5 - RELATED PARTY TRANSACTIONS AND BALANCES

Pursuant to shares transaction dated January 12, 2024 (see Note 1), the Company’s prior shareholder and sole director and officer (Haiping Hu) assigned the outstanding balance due from the Company through the change of control in the amount of $252,213 to two new shareholders (Kaichen Zheng, also the current sole director and Shitong Li, also the current sole officer) by 50% each. The assigned balance is unsecured, non-interest-bearing and due on demand.

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 three months ended ~~December~~March 31, ~~2023~~2024, and ~~2022~~2023, the Company’s prior shareholder and sole director and officer advanced to the Company an amount of $636,~~720~~000 and $304,~~052~~800, respectively by paying for expenses on behalf of the Company.

AsDuring ofthe ~~December~~three months ended March 31, ~~2023~~2024, and ~~September 30,~~ 2023, the Company’s ~~was~~current ~~obligated~~shareholders advanced to the ~~shareholder~~Company ~~and~~an ~~sole~~amount ~~officer for a balance~~ of $~~246~~1,~~213~~617 and $~~182~~0,~~493,~~ respectively, ~~which~~by ispaying ~~unsecured,~~for ~~non-interest-bearing~~expenses ~~and~~on ~~due~~behalf onof ~~demand~~the Company.

During the six months ended March 31, 2024, and 2023, the Company’s prior shareholder and sole director and officer advanced to the Company an amount of $69,720 and $34,852, respectively by paying for expenses on behalf of the Company.

During the six months ended March 31, 2024, and 2023, the Company’s current shareholders advanced to the Company an amount of $1,617 and $0, respectively by paying for expenses on behalf of the Company.

As of March 31, 2024, the Company was obligated to the current shareholders for a total balance of $253,830 (including assigned balance of $252,213 from prior shareholder), which is unsecured, non-interest-bearing and due on demand. Kaichen Zheng, the current major shareholder and sole director, and Shitong Li, the current major shareholder and sole officer, each has a balance of $126,915 as of March 31, 2024.

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

NOTE 6 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure~~, except as follows:~~.

Pursuant to shares transactions, the Company’s prior shareholder and sole officer assigned the outstanding balance due from the Company through the change of control in amount of $252,213 to new shareholders.

F-7

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business” section in our Form 10-K, as filed with the SEC on December 22, 2023. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Bally,” “we,” “us,” or “our” are to Bally, Corp.

Corporate Overview

We were incorporated under the laws of the State of Nevada on March 13, 2013. From inception, it was our intent to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. The management of our company is currently evaluating our future strategic business plans.

Changes in Control

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

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

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

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

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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.

3 Table of Contents

Our Current Business

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

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

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

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

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

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

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

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the periods ended ~~December~~March 31, ~~2023~~2024, and ~~2022~~2023, which are included herein.

Our operating results for the three months ended December 31, 2023, and 2022 and the changes between those periods for the respective items are summarized as follows.

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~~Three~~Our operating results for the three and six months ended ~~December~~March 31, ~~2023~~2024, ~~compared~~and to2023 ~~Three~~and ~~months~~the ~~ended~~changes ~~December~~between ~~31,~~those ~~2022:~~periods for the respective items are summarized as follows.

	Three Months Ended
	December 31,
	2023		2022		Change
Revenue	$	-	$	-	$	-
General and administrative		36,950		23,090		13,860
Net loss	$	36,950	$	23,090	$	13,860

Three months ended March 31, 2024, compared to Three months ended March 31, 2023:

During the three months ended December 31, 2023, and 2022, we did not have any revenues.

	Three Months Ended
	March 31,
	2024		2023		Change
Revenue	$	-	$	-	$	-
General and administrative		17,647		4,050		13,597
Net loss	$	17,647	$	4,050	$	13,597

~~Our~~During ~~financial statements report a net loss of $36,950 for~~ the three months ended ~~December~~March 31, ~~2023~~2024, ~~compared to a net loss of $23,090 for the three months ended December 31, 2022, solely from operating expenses. Operating expenses consist of professional fees of $36,950~~ and ~~$22~~2023,~~050~~ ~~and~~we ~~other~~did ~~general~~not ~~and~~have ~~administrative~~any ~~expenses of $0 and $1,040 for the three months ended December 31, 2023, and 2022, respectively~~revenues.

Our financial statements report a net loss of $17,647 for the three months ended March 31, 2024, compared to a net loss of $4,050 for the three months ended March 31, 2023, solely from operating expenses. Operating expenses consist of professional fees of $17,575 and $4,050 and other general and administrative expenses of $72 and $0 for the three months ended March 31, 2024, and 2023, respectively.

Six months ended March 31, 2024, compared to Six months ended March 31, 2023:

	Six Months Ended
	March 31,
	2024		2023		Change
Revenue	$	-	$	-	$	-
General and administrative		54,597		27,140		27,457
Net loss	$	54,597	$	27,140	$	27,457

During the six months ended March 31, 2024, and 2023, we did not have any revenues.

Our financial statements report a net loss of $54,597 for the six months ended March 31, 2024, compared to a net loss of $27,140 for the six months ended March 31, 2023, solely from operating expenses. Operating expenses consist of professional fees of $54,525 and $26,100 and other general and administrative expenses of $72 and $1,040 for the six months ended March 31, 2024, and 2023, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of ~~December~~March 31, ~~2023~~2024, and September 30, 2023, respectively.

Working Capital

	December 31,		September 30,
	March 31,		September 30,
	2023		2023		Changes
	2024		2023		Changes
Current Assets	$	3330,~~120~~635	$	6,750	$	2623,~~370~~885
Current Liabilities		~~247~~262,~~402~~564		184,082		6378,~~320~~482
Working Capital Deficiency	$	~~214~~231,~~282~~929	$	177,332	$	3654,~~950~~597

As of ~~December~~March 31, ~~2023~~2024, and September 30, 2023, our total current assets were $3330,~~120~~635 and $6,750, respectively, which were all attributed to prepaid expenses.

As of December 31, 2023, our current liabilities were $247,402 compared to $184,082 at September 30, 2023. Stockholders’ deficit was $214,282 as of December 31, 2023 compared to stockholders’ deficit of $177,332 as of September 30, 2023. The increase in current liabilities is primarily due to an increase in outstanding balance due to Haiping Hu (who is the Company’s major shareholder and sole director and officer until change in control) for payments made for operating expenses on behalf of the Company. Pursuant to the change in control, Haiping Hu, the Company’s prior shareholder and sole officer assigned the outstanding balance due from the Company through the change of control in amount of $252,213 to new shareholders.

Cash Flows

	Three Months Ended
	December 31,
	2023		2022
Net cash used in operating activities	$	-	$	-
Net cash used in investing activities		-		-
Net cash provided by financing activities		-		-
Net change in cash	$	-	$	-

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As of March 31, 2024, our current liabilities were $262,564 compared to $184,082 at September 30, 2023. Stockholders’ deficit was $231,929 as of March 31, 2024, compared to stockholders’ deficit of $177,332 as of September 30, 2023. The increase in current liabilities is primarily due to an increase in outstanding balance due to shareholders. During the six months ended March 31, 2024, Haiping Hu (who was the Company’s major shareholder and sole director and officer until change in control) made payments for operating expenses on behalf of the Company in the amount of $69,720 until change in control and the two new shareholders (Kaichen Zheng, also the current sole director and Shitong Li, also the current sole officer) made payments for operating expenses on behalf of the Company in the amount of $1,617 after change in control.

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

Cash Flows

	Six Months Ended
	March 31,
	2024		2023
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 ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, and ~~2022. During the three months ended December 31,~~ 2023~~, and 2022, the Company’s shareholder and sole officer paid $63,720 and $30,052, respectively, on behalf of the Company for operating expenses~~.

Investing Activities

The Company did not use any funds for investing activities during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, and ~~2022~~2023.

Financing Activities

The Company did not have any funds provided by financing activities during the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, and ~~2022~~2023.

Going Concern

As reflected in the accompanying financial statements, the Company has not generated any revenue since inception. The Company had a net loss of $3654,~~950~~597 for the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, a working capital deficiency of $~~214~~231,~~282~~929 and an accumulated deficit of $~~393~~411,~~662~~309 as of ~~December~~March 31, ~~2023~~2024. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses, as we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source of cash at this time is investment by our shareholder, director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

~~Critical~~6 ~~Accounting~~Table ~~Policies~~of Contents

Critical Accounting Policies and Estimates

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and President (who is also our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (who is also our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and President (who is also our principal executive officer and principal financial officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer (who is also our principal executive officer and principal financial officer) in connection with the review of our financial statements as of ~~December~~March 31, ~~2023~~2024.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended ~~December~~March 31, ~~2023~~2024, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. 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*		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

________________

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		BALLY, CORP.
		(Registrant)
Dated: February 9, 2024		/s/ Shitong Li
Dated: May 6, 2024		/s/ Shitong Li
		Shitong Li
		Chief Executive Officer,Chief Financial Officer, Secretary and Director
		(Principal Executive Officer,Principal Financial Officerand Principal Accounting Officer)

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