Item 1. Financial Statements
BALLY, CORP.
INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2018
BALLY, CORP.
Balance Sheets
(Unaudited)
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June 30,
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September 30,
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|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
ASSETS
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|
Current Assets
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|
|
|
|
|
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Cash
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Total Current Assets
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|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
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|
Total Assets
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$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
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|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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|
Current Liabilities
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|
|
|
|
|
|
|
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Accounts payable and accrued liabilities
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$
|
5,361
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|
|
$
|
9,798
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|
|
Due to shareholders
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|
|
4,510
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|
|
|
45,554
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|
|
Total Current Liabilities and Total Liabilities
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|
|
9,871
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|
|
|
55,352
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|
|
|
|
|
|
|
|
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|
Stockholders’ Deficit
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Preferred stock, $0.0001 par value, 20,000,000 shares
|
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authorized; 0 shares issued and outstanding
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-
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|
|
-
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Common stock, $0.0001 par value, 100,000,000 shares
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|
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authorized; 9,850,000 shares issued and outstanding
|
|
|
985
|
|
|
|
985
|
|
|
Additional paid-in capital
|
|
|
178,395
|
|
|
|
111,269
|
|
|
Accumulated deficit
|
|
|
(189,251
|
)
|
|
|
(167,606
|
)
|
|
Total Stockholders’ Deficit
|
|
|
(9,871
|
)
|
|
|
(55,352
|
)
|
|
|
|
|
|
|
|
|
|
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|
Total Liabilities and Stockholders’ Deficit
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|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these unaudited interim financial statements
BALLY, CORP.
Statements of Operations
(Unaudited)
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Three Months Ended
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Nine Months Ended
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June 30,
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June 30,
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|
2018
|
|
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2017
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|
2018
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|
2017
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|
|
|
|
|
|
|
|
|
|
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|
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|
Revenue
|
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$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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Operating Expenses
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|
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|
|
|
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|
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Professional fees
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|
|
8,971
|
|
|
|
4,598
|
|
|
|
21,645
|
|
|
|
17,683
|
|
|
Total operating expenses
|
|
|
8,971
|
|
|
|
4,598
|
|
|
|
21,645
|
|
|
|
17,683
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net loss before income tax
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|
|
(8,971
|
)
|
|
|
(4,598
|
)
|
|
|
(21,645
|
)
|
|
|
(17,683
|
)
|
|
Income tax provision
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net loss
|
|
$
|
(8,971
|
)
|
|
$
|
(4,598
|
)
|
|
$
|
(21,645
|
)
|
|
$
|
(17,683
|
)
|
|
|
|
|
|
|
|
|
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Basic and Diluted Loss per Common Share
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$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
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|
|
|
|
|
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Basic and Diluted Weighted Average Number of Common Shares Outstanding
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|
|
9,850,000
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|
|
|
9,850,000
|
|
|
|
9,850,000
|
|
|
|
9,850,000
|
|
The accompanying notes are an integral part of these unaudited interim financial statements
BALLY, CORP.
Statements of Cash Flows
(Unaudited)
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Nine Months Ended
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|
June 30,
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|
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|
2018
|
|
|
2017
|
|
|
|
|
|
|
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|
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|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(21,645
|
)
|
|
$
|
(17,683
|
)
|
|
Changes in operating assets and liabilities:
|
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|
|
|
|
|
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Prepaid expenses
|
|
|
-
|
|
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|
(202
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)
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|
Accounts payable and accrued liabilities
|
|
|
2,263
|
|
|
|
(3,288
|
)
|
|
Net Cash Used in Operating Activities
|
|
|
(19,382
|
)
|
|
|
(21,173
|
)
|
|
|
|
|
|
|
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|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
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Advance from shareholder
|
|
|
19,382
|
|
|
|
21,173
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|
|
Net Cash Provided by Financing Activities
|
|
|
19,382
|
|
|
|
21,173
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|
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|
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|
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Net change in cash
|
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-
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|
|
|
-
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Cash - beginning of period
|
|
|
-
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|
|
|
-
|
|
|
Cash - end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
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|
Supplemental Cash Flow Disclosure:
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|
|
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Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
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|
Non-cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
Forgiveness of debt to shareholder recorded as additional paid in capital
|
|
$
|
67,126
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these unaudited interim financial statements
BALLY, CORP.
Notes to the Unaudited Interim Financial Statements
June 30, 2018
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, China. The Company is seeking an acquisition candidate. To date, the Company’s activities have been limited to its formation and the raising of equity capital.
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 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 June 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the period ended June 30, 2018 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, 2017 filed with the SEC on January 16, 2018.
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.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our 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 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 revenues since inception, and has an accumulated deficit of $189,251. These factors among others raise substantial doubt about the ability of the Company 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 and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.
NOTE 4 - SHAREHOLDER’S EQUITY
Authorized Stock
The Company has authorized 100,000,000 common shares and 20,000,000 preferred shares, both with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Preferred Share Issuances
There were no preferred shares issued from inception to the period ended June 30, 2018.
Common Share Issuances
As at June 30, 2018 and September 30, 2017, the Company had 9,850,000 shares issued and outstanding.
NOTE 5 - RELATED PARTIES TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
During the nine months ended June 30, 2018, the Company’s sole officer advanced to the Company an amount of $14,872 by the way of loan. As of June 30, 2018, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $4,510.
As of June 30, 2018, and September 30, 2017, the Company owed the related party $4,510 and $45,554, respectively.
Pursuant to a stock purchase agreement (the “Agreement”), effective as of April 4, 2018, by and among certain shareholders of the Company (the “Sellers”) and Haiping Hu (the “Purchaser”), the Sellers sold an aggregate of 9,797,600 shares of Common Stock of the Company, to the Purchaser for cash consideration of $360,000 from personal funds of the Purchaser (the “Transaction”). Following consummation of the Transaction, the Purchaser holds 99.5% of the voting securities of the Company, based on 9,850,000 shares issued and outstanding as of the date hereof. The Transaction has resulted in a change in control of the Company from the Seller to the Purchaser.
In conjunction with the stock purchase agreement and change of control, the outstanding accounts payable were fully paid off by the former sole officer and director. All amounts owing to the former officer, which aggregated to $67,126, were forgiven and recorded as additional paid in capital.
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.
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 – Risk Factors" section in our Form 10-K, as filed with the SEC on January 16, 2018. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the "Company," "Bally," "we," "us," or "our" are to Bally, Corp.
Corporate Overview
We were incorporated under the laws of the state of Nevada on March 13, 2013 with the intention to import small farming, household gardening and general small tools directly from manufacturers and market to consumers in the Republic of India. Our plan was to market via our website: http://www.ballycorp.com and sell these products directly to end users through our website.
On June 24, 2016, in connection with the sale of a controlling interest in our company, Katiuska Moran, our company's former Chief Executive Officer and Director and Surjeet Singh (individually and collectively the "Seller(s)") of our company, entered into and closed on certain share purchase agreements with Aureas Capital Co., Ltd., ("Aureas"), whereby Aureas purchased from the Sellers a total of 6,918,800 shares of our company's common stock (the "Shares") for an aggregate price of $100,000.00. The Shares acquired represent approximately 70.6% of the issued and outstanding shares of common stock of our company.
On June 24, 2016, Lung Ming Chun was appointed a director and officer of our company and Katiuska Moran and Surjeet Singh resigned from all positions they held as officers and directors of our company. With the change of management, our company intended to pursue business opportunities in tire recycling.
On June 8, 2017, Lung Ming Chun reigned from all of the positions he held as an officer and director of our company and Kong Nguan Hong was appointed Chief Executive Officer, President, Secretary, Chief Financial Officer, Treasurer, and as a director.
Pursuant to a stock purchase agreement (the "Agreement"), effective as of April 4, 2018, by and among Aureas, Chen Yi-Dou, Ming-Chun Lung, NYJJ Investments, Ti-Jung Chen, Yi-Fang Lin and Zhiqing Wu (together, the "Sellers") and Haiping Hu, the Sellers sold an aggregate of 9,797,600 shares of Common Stock of our company, to Mr. Hu for cash consideration of $360,000 from personal funds of Mr. Hu (the "Transaction"). Of the net proceeds, $7,500 have been held back in escrow for the payment of past due taxes. The Transaction closed on April 4, 2018. Following consummation of the Transaction, Mr. Hu holds 99.5% of the voting securities of our company, based on 9,850,000 shares issued and outstanding as of April 4, 2018. The Transaction has resulted in a change in control of our company.
In connection with the Transaction, Kong Nguan Hong, the sole officer and director of our company, resigned from all of his officer positions, including Chief Executive Officer, Chief Financial Officer and Secretary, effective immediately upon the consummation of the Transaction, but remained a director of our company for 10 days following the date on which our company filed a Schedule 14F-1 with the SEC and the mailed the Schedule 14F-1 to the holders of record of our company. The Schedule 14F-1 was filed with the SEC on April 6, 2018. An amended Schedule 14F-1 was filed on April 10, 2018 and mailed to shareholders on or about that same day.
In connection with the Transaction, Haiping Hu was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and as a director of our company, effective April 4, 2018.
Our fiscal year end is September 30. Our business address is 986 Dongfang Rd., One Hundred Shanshan Bldg 25th Fl, Pudong Shanghai China 200122. Our telephone number is (86) 138 1833 3008.
Results of Operations
The following summary of our operations should be read in conjunction with our unaudited financial statements for the nine months ended June 30, 2018 and 2017.
Three months ended June 30, 2018 compared to June 30, 2017.
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Professional fees
|
|
|
8,971
|
|
|
|
4,598
|
|
|
|
4,373
|
|
|
Net loss
|
|
$
|
(8,971
|
)
|
|
$
|
(4,598
|
)
|
|
$
|
4,373
|
|
Our financial statements report a net loss of $8,971 for the three months ended June 30, 2018 compared to a net loss of $4,598 for the three months ended June 30, 2017.
Our operating expenses for the three months ended June 30, 2018 were $8,971 compared to $4,598 for the three months ended June 30, 2017. Operating expenses consists of professional fees.
Nine months ended June 30, 2018 compared to June 30, 2017.
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Professional fees
|
|
|
21,645
|
|
|
|
17,683
|
|
|
|
3,962
|
|
|
Net loss
|
|
$
|
(21,645
|
)
|
|
$
|
(17,683
|
)
|
|
$
|
3,962
|
|
Our financial statements report a net loss of $21,645 for the nine months ended June 30, 2018 compared to a net loss of $17,683 for the nine months ended June 30, 2017.
Our operating expenses for the nine months ended June 30, 2018 were $21,645 compared to $17,683 for the nine months ended June 30, 2017. Operating expenses consists of professional fees.
Liquidity and Capital Resources
The following table provides selected financial data about our company as of June 30, 2018 and September 30, 2017, respectively.
Working Capital
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Changes
|
|
|
Current Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Current Liabilities
|
|
|
9,871
|
|
|
|
55,352
|
|
|
|
(45,481
|
)
|
|
Working Capital Deficiency
|
|
$
|
(9,871
|
)
|
|
$
|
(55,352
|
)
|
|
$
|
45,481
|
|
Cash Flows
|
|
|
Nine Months Ended
|
|
|
|
|
June 30,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
$
|
(19,382
|
)
|
|
$
|
(21,173
|
)
|
|
Net cash provided by financing activities
|
|
|
19,382
|
|
|
|
21,173
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
As at June 30, 2018, our total current assets were $0 compared to $0 in total current assets at September 30, 2017.
As at June 30, 2018, our current liabilities were $9,871 compared to $55,352 in current liabilities as at September 30, 2017. Stockholders’ deficit was $9,871 as of June 30, 2018 compared to stockholders' deficit of $55,352 as of September 30, 2017.
Operating Activities
Net cash used in operating activities during the nine months ended June 30, 2018 was $19,382, compared to $21,173 net cash used in operating activities during nine months ended June 30, 2017.
Financing Activities
Cash provided by financing activities during the nine months ended June 30, 2018 was $19,382 as compared to $21,173 in cash provided by financing activities during the nine months ended June 30, 2017.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Going Concern
Our auditors issued a going concern opinion on our financial statements as of and for the year ended September 30, 2017. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay for our expenses, as we have not generated any revenues and no sales are yet possible. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from sources. Our only other source for cash at this time is investment by our sole director and officer. We must raise cash to stay in business. In response to these problems, management intends to raise additional funds through public or private placement offerings. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies and Estimates
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.