UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 4, 2018

 

BALLY, CORP.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

333-192387

 

80-091780

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

986 Dongfang Rd,

One Hundred Shanshan Bldg 25 th Fl,

Pudong Shanghai, China

 

200122

(Address of principal executive offices)

 

(Zip Code)

 

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

 

_______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

 

No. 30 Lane 18 Hsinan Rd,. Sec 1,

Wujih District, Taichung City Taiwan 414

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

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. o

 

 
 
 
 

 

Item 5.01 Changes in Control of Registrant.

 

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 the 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. The Transaction closed on April 4, 2018. 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.

 

Reference is made to the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2017, filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2018, for such information reflecting the Company and its securities that would be required if the Company was filing a general form for registration of securities on Form 10 under the Exchange Act of 1934, as amended.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the Transaction, Kong Nguan Hong, the sole officer and director of the Company, resigned from all of his officer positions with the Company, including Chief Executive Officer, Chief Financial Officer and Secretary, effective immediately upon the consummation of the Transaction, but will remain a director of the Company until ten (10) days following the date on which the Company files a Schedule 14F-1 (the “Schedule 14F-1”) with the SEC and the mailing of same to the holders of record of the Company, in connection with the Transaction.

 

Haiping Hu was appointed as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company, effective immediately upon the consummation of the Transaction. Mr. Hu, 51, 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 degree in process automation and his master degree in chemical engineering from Zhejiang University.

 

Mr. Hu is not currently compensated for serving in any of his positions as an officer and director of the Company. There is no family relationship among any of our directors or executive officers. There have been no transactions regarding Mr. Hu that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01 Exhibits.

 

(d) Exhibits. 

  

Exhibit

 

Description

 

 

 

10.1

 

Stock Purchase Agreement, dated 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, Zhiqing Wu and Haiping Hu

 

 

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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 hereunto duly authorized.

 

 

  BALLY, CORP.
       
Dated: April 4, 2018 By: /s/ Haiping Hu

 

Name:

Haiping Hu  
  Title: Chief Executive Officer  

 

 

 

 

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Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

This STOCK PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of the 4 th day of April, 2018, by and between Name: Aureas Capital Co Ltd, Chen Yi-Dou, Ming-Chun Lung, NYJJ Investments, Ti-Jung Chen, Yi-Fang Lin, and Zhiqing Wu (collectively, the “ Sellers ”) and Haiping Hu (the “ Buyer ”).

 

W I T N E S S E T H:

 

WHEREAS, the Sellers desires to sell an aggregate of 9,797,600 shares of common stock (“ Sale Shares ”) of Bally Corp., a Nevada corporation (the “ Company ”) to the Buyer for a purchase price of $360,000 in the aggregate (the “ Purchase Price ”), and the Buyer desire to purchase the Sale Shares for the Purchase Price and upon the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, agree as follows:

 

1.    Sale and Transfer of the Sale Shares . At the Closing (as hereinafter defined) and subject to the terms and conditions of this Agreement, the Sellers shall sell, convey and deliver to the Buyer, and the Buyer, shall purchase and accept from the Sellers, the Sale Shares for the purchase price specified in Section 2 below.

 

2.   Closing . The Closing of the transaction described in this Agreement shall take place on such date as mutually determined by the parties hereto (the “ Closing ”), which Closing is expected to be on or before March 14, 2018 or as soon thereafter as practicable, through an escrow at the law offices of J.M. Walker & Associates, Centennial, Colorado. At the Closing, the Sellers shall deliver to the Buyer one or more stock certificates duly endorsed and medallion stamped (or with a medallion waiver for transfer representing the Sale Shares). All sales, transfer, income, or gain taxes applicable to the sale of the Sale Shares by Sellers as contemplated by this Agreement shall be paid by Sellers.

 

3.    Representation and Warranties of the Sellers . The Sellers represent and warrant that:

 

(a)   Authority . The Sellers have all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly authorized, executed and delivered by each Seller and constitutes a valid and binding obligation of the Sellers enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Sellers does not and will not violate any provision of any law, regulation or order, or conflict with or result in the breach of, or constitute a default under, any material agreement or instrument to which the Sellers are a party or by which the Sellers may be bound or affected.

 

(b)   Title . The Sellers have good and marketable title to the Sale Shares free and clear of all liens and encumbrances. The Sellers are the original, record and beneficial owner of the Sale Shares.

 
 
 
 
 

 

(c)   Affiliate Status . Aureas Capital Co. Ltd is an affiliate of the Company or its predecessor(s); as such term is defined in the Securities Act of 1933, as amended (the “ Securities Act ”). Other Sellers have non-affiliate status.

 

(d)    Duly Endorsed . The certificates representing the Sale Shares will be duly endorsed upon their transfer to the Buyer.

 

(e)    Litigation . There is no litigation now pending or threatened against Sellers, the Company or the Sale Shares, and further, to Sellers’s knowledge and according to all information reasonably available to him or her, there is no cause, grounds, or basis for any such action against either them, the Company or the Sale Shares.

 

(f)    Execution . Sellers have executed this Agreement voluntarily and with the full understanding of all of its terms and conditions.

 

(g)    No Reliance . Other than the representations and warranties included in this Agreement, Sellers have not executed this Agreement in reliance upon any representations, warranties, affirmations, promises, or statements made by Buyer, the Company, or by Buyer's agents, the Company’s agents, attorneys, or other representatives of the parties.

 

(h)    Liabilities . The Company has only the liabilities set forth on its Quarterly Report on Form 10-Q for the quarter ended December 31, 2017 (the “10-Q”); such liabilities shall all be settled as set forth in Section 5 hereof.

 

4.   Representation and Warranties of the Buyer . The Buyer hereby represents and warrants that:

 

(a)    Authority . The Buyer has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Buyer does not and will not violate any provision of any law, regulation or order, or result in the breach of, or constitute a default under, any material agreement or instrument to which the Buyer is a party or by which the Buyer may be bound or affected.

 

(b)    No Solicitation . The Buyer's purchase of the Sale Shares hereunder has not been solicited by means of general solicitation or by advertisement.

 

5.    Settlement of Liabilities . The liabilities set forth in the 10-Q include amounts owed to Sellers; such liabilities, notes and any other liabilities will be paid in full at Closing.

 

6.   Entire Agreement . This Agreement constitutes the complete understanding between the parties hereto with respect to the subject matter hereof, and no alteration, amendment or modification of any of the terms and provisions hereof shall be valid unless made pursuant to an instrument in writing signed by each party. This Agreement supersedes and terminates any and all prior agreements or understandings between the parties regarding the subject matter hereof.

 
 
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7.   Fees and Costs . The Sellers and the Buyer shall each bear their own fees and costs incurred in connection with this Agreement.

 

8.    Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, successors and assigns.

 

9.   Governing Law . This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of New York.

 

10.    Survival of Representations and Warranties . All representations and warranties made by the Sellers and the Buyer shall survive the Closing and for a period of one-year following the Closing.

 

11.    Jurisdiction and Venue . Any claim or controversy arising out of or relating to the interpretation, application or enforcement of any provision of this Agreement, shall be submitted for resolution to a court of competent jurisdiction in New York. The parties hereby consent to personal jurisdiction and venue in New York.

 

12.    Construction and Severability . In the event any provision in this Agreement shall, for any reason, be held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain such invalid or unenforceable provision, and the rights and obligations of the parties hereto shall continue in full force and effect and shall be construed and enforced in accordance with the remaining provisions hereof.

 

13.    Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

14.    Paragraph Headings . The paragraph headings contained in this Agreement are for convenience only and shall not affect in any manner the meaning or interpretation of this Agreement.

 

15.    Rule of Construction Relating to Ambiguities . All parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with their respective counsel and/or other representative, and therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the document shall not be applicable.

 

16.   Tax Return Escrow . At Closing, the sum of $7,500 shall remain in escrow with the Escrow Agent, J.M. Walker & Associates. Buyer shall have the Company prepare and file federal and state tax returns for the Company for the years 2013 through 2017. All costs and expenses of such tax return preparation and any tax payments related thereto shall be paid from such $7,500 escrow amount. After such payments are made, if there is any excess escrow amount it shall be disbursed from escrow and paid to the Sellers proportionately. Sellers shall not be responsible for any amount in excess of $7,500 provided that the financial statements contained in the Company’s SEC filings are complete and accurate.

 
 
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

SELLERS

 

By: /s/ ______________________________

Name: Aureas Capital Co Ltd

 

By: /s/ Chen Yi-Dou ___________________

Name: Chen Yi-Dou

 

By: /s/ Ming-Chun Lung ________________

Name: Ming-Chun Lung

 

By: /s/ _______________________________

Name: NYJJ Investments

 

By: /s/ Ti-Jung Chen ___________________

Name: Ti-Jung Chen

 

By: /s/ Yi-Fang Lin ____________________

Name: Yi-Fang Lin

 

By: /s/ Zhiqing Wu _____________________

Name: Zhiqing Wu

 

 
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

BUYER

 

By: /s/ Haiping Hu ______________________

Name: Haiping Hu

 

 

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