10-Q 1 blyq_10q.htm FORM 10-Q blyq_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended December 31, 2016

 

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.)

 

No. 30 Lane 18 Hsinan Rd,. Sec 1,
Wujih District, Taichung City Taiwan

 

414

(Address of principal executive offices)

 

(Zip Code)

 

(86) 136 001 8898

(Registrant’s telephone number, including area code)

 

N/A

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

 

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. x YES   o NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x YES   o NO

 

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

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x YES   o NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES   o NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

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 10, 2017

 

 
 
 

 

FORM 10-Q

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

3

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

Item 4.

Controls and Procedures

11

PART II - OTHER INFORMATION

13

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

14

SIGNATURES

15

 

 
2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BALLY, CORP.

 

INDEX TO UNAUDITED FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED DECEMBER 31, 2016

 

 

 

Page

 

 

 

 

 

Unaudited Balance Sheets

 

 

4

 

 

 

 

 

 

Unaudited Statements of Operations

 

 

5

 

 

 

 

 

 

Unaudited Statements of Cash Flows

 

 

6

 

 

 

 

 

 

Notes to the Unaudited Financial Statements

 

 

7

 

 

 
3
 

 

BALLY, CORP.

Balance Sheets

(Unaudited)

 

 

 

December 31,

 

 

September 30,

 

 

 

2016

 

 

2016

 

 

 

 

 

 

 

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 5,600

 

 

$ 8,988

 

Due to shareholders

 

 

36,554

 

 

 

24,381

 

Total Current Liabilities

 

 

42,154

 

 

 

33,369

 

 

 

 

 

 

 

 

 

 

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

 

 

111,269

 

 

 

111,269

 

Accumulated deficit

 

 

(154,408 )

 

 

(145,623 )

Total Stockholders’ Deficit

 

 

(42,154 )

 

 

(33,369 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$ -

 

 

$ -

 

 

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

 

 
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BALLY, CORP.

Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

8,785

 

 

 

4,300

 

Total operating expenses

 

 

8,785

 

 

 

4,300

 

 

 

 

 

 

 

 

 

 

Net loss before income tax

 

 

(8,785 )

 

 

(4,300 )

Income tax provision

 

 

-

 

 

 

-

 

Net loss

 

$ (8,785 )

 

$ (4,300 )

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares Outstanding

 

 

9,850,000

 

 

 

9,850,000

 

 

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

 

 
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BALLY, CORP.

Statements of Cash Flows

(Unaudited)

 

 

 

Three Months Ended

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (8,785 )

 

$ (4,300 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

(3,388 )

 

 

(4,506 )

Net Cash Used in Operating Activities

 

 

(12,173 )

 

 

(8,806 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Advance from shareholder

 

 

12,173

 

 

 

9,900

 

Net Cash Provided by Financing Activities

 

 

12,173

 

 

 

9,900

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

-

 

 

 

1,094

 

Cash - beginning of period

 

 

-

 

 

 

-

 

Cash - end of period

 

$ -

 

 

$ 1,094

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosure:

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ -

 

Taxes paid

 

$ -

 

 

$ -

 

 

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

 

 
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BALLY, CORP.

Notes to the Financial Statements

December 31, 2016

(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 Mehlon, Ludhiana, Punjab, India. The Company intends to operate as an ecommerce hardware store. 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 10 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 December 31, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the period ended December 31, 2016 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, 2016 filed with the SEC on December 29, 2016.

 

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 $154,408 since inception. At December 31, 2016, the Company has stockholders’ deficit of $42,154. 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.

 

 
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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 December 31, 2016.

 

Common Share Issuances

 

As at December 31, 2016 and September 30, 2016, 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 period ended December 31, 2016, the Company's sole officer advanced to the Company an amount of $12,173 by the way of loan. As at December 31, 2016, the Company was obligated to the officer, for an unsecured, non-interest bearing demand loan with a balance of $36,554.

 

As of December 31, 2016 and September 30, 2016, the Company owed related party $36,554 and $24,381, respectively.

 

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.

 

8
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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 – Risk Factors" section in our Form S-1 Amendment No. 2, as filed with the SEC on February 28, 2014. You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

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

 

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

 

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 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 intends to pursue business opportunities in tire recycling.

 

Our fiscal year end is September 30. Our business address is No. 30, Lane 18 Hsinan Rd., Sec 1, Wujih District, Taichung City, Taiwan, 414. Our telephone number is (86) 13600158898.

 

Results of Operations

 

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended December 31, 2016 and 2015.

 

Three months ended December 31, 2016 compared to December 31, 2015.

 

 

 

Three Months Ended

December 31,

 

 

 

 

 

2016

 

 

2015

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

$ -

 

Professional fees

 

 

8,785

 

 

 

4,300

 

 

 

4,485

 

Net loss

 

$ 8,785

 

 

$ 4,300

 

 

$ 4,485

 

 

9
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Our financial statements report a net loss of $8,785 for the three months ended December 31, 2016 compared to a net loss of $4,300 for the three months ended December 31, 2015. Our losses have increased by $4,485, primarily as a result of an increase in professional fees of $4,485.

 

Our operating expenses for the three months ended December 31, 2016 were $8,785 compared to $4,300 for the three months ended December 31, 2015. The increase in operating expenses was primarily as a result of an increase in professional fees of $4,485.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of December 31, 2016 and September 30, 2016, respectively.

 

Working Capital

 

 

 

As at

December 31,

2016

 

 

As at

September 30,

2016

 

Total current assets

 

$ -

 

 

$ -

 

Total current liabilities

 

$ 42,154

 

 

$ 33,369

 

Working capital deficiency

 

$ (42,154 )

 

$ (33,369 )

 

Cash Flows

 

 

 

Three Months Ended December 31,

 

 

 

2016

 

 

2015

 

Net Cash Used in Operating Activities

 

$ (12,173 )

 

$ (8,806 )

Net Cash Provided by Financing Activities

 

$ 12,173

 

 

$ 9,900

 

Net Increase in Cash During Period

 

$ -

 

 

$ 1,094

 

 

As at December 31, 2016, our total current assets were $0 compared to $0 in total current assets at September 30, 2016. As at December 31, 2016, our current liabilities were $42,154 compared to $33,369 in current liabilities as at September 30, 2016. Stockholders’ deficit was $42,154 as of December 31, 2016 compared to stockholders' deficit of $33,369 as of September 30, 2016.

 

Operating Activities

 

Net cash used in operating activities during the three months ended December 31, 2016 was $12,173, compared to $8,806 net cash used in operating activities during three months ended December 31, 2015.

 

Financing Activities

 

Cash provided by financing activities during the three months ended December 31, 2016 was $12,173 as compared to $9,900 in cash provided by financing activities during the three months ended December 31, 2015.

 

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.

 

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Going Concern

 

Our auditors issued a going concern opinion on our financial statements as of and for the period ended September 30, 2016. 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.

 

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.

 

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 President (who is also our principal executive officer, principal financial officer and principle 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 President (who is also our principal executive officer and principal financial officer) in connection with the review of our financial statements as of December 31, 2016.

 

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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 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

12
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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 area 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.

 

13
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Item 6. Exhibits

 

Exhibit

Number

Description

(31)

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

Section 1350 Certifications

32.1*

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101**

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

 

XBRL Taxonomy Extension Schema Document

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

____________

* Filed herewith.
** Furnished herewith.

 

14
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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 14, 2017

/s/ Lung Ming Chun

Lung Ming Chun

Chief Executive Officer, President, Secretary and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

15