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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/10/18 Bally, Corp. SC 14F1/A 1:35K Bally, Corp. Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size
1: SC 14F1/A Amendment to Statement re: Change in Majority of HTML 31K
Directors
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14F-1/A
Amendment No. 1
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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BALLY, CORP. |
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(Exact name of registrant as specified in its corporate charter) |
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Nevada |
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80-0917804 | |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
986 Dongfang Rd,
One Hundred Shanshan Bldg 25th Fl,
Pudong Shanghai, China 200122
(Address of principal executive offices)
Registrant’s telephone number, including area code: (86) 138 1833 3008
BALLY, CORP.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF BALLY, CORP.
INTRODUCTION
This Information Statement is being mailed on or about April 16, 2018 to the holders of record on the close of business on April 10, 2018 (the “Record Date”) of the common stock, par value $0.0001 per share (the “Common Stock”), of Bally, Corp., a Nevada corporation (the “Company”), in connection with the change of control and composition of the Board of Directors of the Company (the “Board”) as contemplated by that certain Stock Purchase Agreement (the “SPA”) entered into 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 (the “Sellers”) and Haiping Hu, as buyer. Pursuant to the SPA, the buyer paid a total consideration of $360,000 in cash from his personal funds.
The purchase and sale of 9,797,600 shares of Common Stock as contemplated by the SPA (the “Purchase”) closed on April 4, 2018 and the change in the composition of the Board will become effective ten days after the mailing of this Information Statement (the “Effective Date”).
This Information Statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14f-1 promulgated thereunder. This Information Statement is being provided solely for informational purposes and not in connection with a vote of the Company’s stockholders. The description of the forgoing transactions does not purport to be complete and is qualified entirely by the terms of the SPA.
CHANGE OF CONTROL AND CHANGE OF BOARD
Following consummation of the Purchase, the buyer owns 9,797,600 shares of Common Stock, or 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, Kong Nguan Hong, the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and sole director, has resigned from his officer positions with the Company and will resign from his director position, which resignation will become effective on the Effective Date.
Haiping Hu was appointed Chief Executive Officer, Chief Financial Officer and Secretary of the Company, effective April 4, 2018. In addition, the Board has elected Haiping Hu as sole director to fill the vacancy created following the effectiveness of Mr. Kong Nguan Hong’s resignation.
Other than the transactions described above, the Company knows of no arrangements which may result in a change in control of the Company.
To the Company’s knowledge, none of its director, officer, 5% stockholders or affiliate, or any associate of such persons is a party adverse to the Company or has a material interest adverse to the Company in any material proceedings. To its knowledge, none of its directors or officers has been the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities or banking activities or been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
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Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder require the mailing to stockholders of the information set forth in this Information Statement at least 10 days prior to the date a change in a majority of directors occurs (otherwise than at a meeting of stockholders). Accordingly, the change in a majority of directors will not occur until 10 days following the filing and mailing of this Information Statement, which will be the Effective Date.
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NO VOTE OR OTHER ACTION BY THE COMPANY’S STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED. YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION. |
VOTING SECURITIES
The Company’s authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.0001 per share. Each share of Common Stock is entitled to one vote. As of the Record Date, 9,850,000 shares of Common Stock were issued and outstanding. There are no options exercisable for, or warrants convertible into, shares of Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, regarding the beneficial ownership of the Company’s Common Stock as of the Record Date by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of its Common Stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to Common Stock beneficially owned.
The business address of Haiping Hu is 986 DONGFANG RD ONE HUNDRED SHANSHAN BLDG 25TH FL, PUDONG SHANGHAI, CHINA 200122. The business address of Kong Nguan Hong is No. 30 Lane 18 Hsinan Rd, Sec 1, Wujih District, Taichung City Taiwan 414.
DIRECTORS AND OFFICERS
The following table sets forth information regarding the Company’s directors and officer:
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Name |
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Age |
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Positions |
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Date First Appointed |
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Kong Nguan Hong |
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56 |
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Director |
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51 |
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Chief Executive Officer, Chief Financial Officer and Secretary |
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Kong Nguan Hong. Mr. Hong, 56, has been serving as CEO and President of Polilex SB, a leading health supplementary products company in South East Asia since April 2014. Mr Hong started as Malaysia Head of Product in 2012 leading the team to develop, strategised and branding various imported health products to be sold in Malaysia. In year 2013, Hong became Regional Head of Sales that is responsible for business development and marketing expansion for the company. In year 2014 (until presence) he was promoted by directors of the company to becoming CEO that manages all aspect of the company’s business activities from joint venture, system development, operation and new channel set up such as online marketing and mobile application to promote the product and sales of the company.
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Haiping Hu was appointed as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company. 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.
Director Independence
The Company does not have any independent directors. The Company is not required to maintain a majority of independent directors under the rules applicable to companies that do not have securities listed or quoted on a national securities exchange or national quotation system.
The Board and Committees
The Board does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by the Board as a whole.
Board Leadership Structure and Role in Risk Oversight
The Board evaluates its leadership structure and role in risk oversight on an ongoing basis. Currently, Haiping Hu serves as the Company’s Chief Executive Officer and upon the Effective Date, will serve as the sole director. The Board does not currently have a lead independent director. The Board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors.
The Board is also responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s Board leadership structure supports this approach. The Board receives periodic reports from management regarding the most significant risks facing the Company.
Communication with the Board
Stockholders or other interested parties may communicate with the Board by sending mail to the Company’s offices at 986 DONGFANG RD ONE HUNDRED SHANSHAN BLDG 25TH FL, PUDONG SHANGHAI, CHINA 200122.
Board Meetings
During its fiscal year ended September 30, 2017, the Company did not hold any meetings of the Board.
Family Relationships
There are no family relationships between or among the Company’s directors and executive officer.
Legal Proceedings
To the Company’s knowledge, there are no material proceedings to which any director, director nominee, officer or affiliate of the Company is a party adverse to the Company or has a material interest adverse to the Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the Purchase, the Company entered into a cancellation of debt agreement with the Sellers for the cancellation of $62,554 in aggregate principal and accrued amounts due to the Sellers. In addition, $7,500 of the net proceeds has been held back in escrow for the payment of past due taxes.
The Board is responsible to approve all related party transactions. The Company has not adopted written policies and procedures specifically for related person transactions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and beneficial holders of more than 10% of its Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of its equity securities. Except for the failure of each of Kong Nguan Hong, Ming Chun Lung and Katiuska Moran to timely file a Form 3 upon becoming reporting persons, the Company is not aware of any instances when an executive officer, director or any owner of more than 10% of the outstanding shares of its Common Stock failed to comply with the reporting requirements of Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION
The Company’s sole officer and director did not receive any compensation for his services rendered to the Company for the fiscal year ended September 30, 2017. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employee.
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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.
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Dated: April 10, 2018 |
BALLY, CORP. |
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By: |
/s/ Haiping Hu |
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Name: |
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Title: |
Chief Executive Officer |
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| This ‘SC 14F1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/16/18 | ||||
| Filed on: | 4/10/18 | |||
| 4/4/18 | 3, 8-K | |||
| 9/30/17 | 10-K, NT 10-K | |||
| 6/8/17 | 8-K | |||
| List all Filings | ||||