10-K/A: Nongfu Shop Digital New Retail Files Amended 10-K, Focus Remains on Business Combination

Nongfu Shop Digital New Retail Co., Ltd., formerly Yong Bai Chao New Retail Corporation, files an amended 10-K/A to include an updated audit report and reflect the company's name change, while continuing its search for a business combination target.

Summary

• Nongfu Shop Digital New Retail Co., Ltd., formerly Yong Bai Chao New Retail Corporation, filed an amendment to its previously filed Form 10-K for the year ended December 31, 2024.
• The amendment includes a current report from the independent registered public accounting firm and reflects the company's name change, which became effective on April 11, 2025.
• The company is a Nevada corporation with no meaningful operations or subsidiaries and has not entered into any contractual arrangements with a variable interest entity (VIE) based in China.
• The company's shares are quoted on the OTC Markets.
• The company is currently focused on identifying and selecting a prospective business opportunity through a combination with an operating or development stage company, an acquisition of assets, or other business transaction.
• The company has no revenues, no assets and no specific business plan or purpose.
• The company had a net loss of $39,794 for the year ended December 31, 2024, compared to a net loss of $62,017 for the year ended December 31, 2023.
• As of December 31, 2024, the company had liabilities of $146,453 and a working capital deficit of $146,453.
• The company's management has identified material weaknesses in internal control over financial reporting related to segregation of duties and lack of an independent board.
• Daohong Yuan serves as the Chief Executive Officer, Chief Financial Officer, and Director.
• Ye Yuan serves as a Director.
• The company has not paid any compensation to any employee, executive or director since January 2020.
• The company's common stock is a penny stock.
• As of May 12, 2025, there were 189,120,068 shares of common stock outstanding.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's lack of operations, working capital deficit, and material weaknesses in internal control. While the company is seeking a business combination, the risks associated with this strategy are significant.

Positives

• The company's net loss decreased from $62,017 in 2023 to $39,794 in 2024, primarily due to lower operating expenses.
• The company is actively seeking a new and profitable operating business with strong growth potential.

Negatives

• The company has no current operations and is a shell company.
• The company has a working capital deficit of $146,453 as of December 31, 2024.
• The company's management has identified material weaknesses in internal control over financial reporting.
• The company's common stock is a penny stock, which may limit trading activity.

Risks

• The company's lack of financial and personnel resources may negatively impact its ability to consummate an attractive transaction or cause it to discontinue operations.
• The company's management has never served in any capacity as management of a development stage public company that has consummated a business transaction.
• The company's status as a blank check company and a shell company will impact the company and stockholders in many ways.
• The company's common stock is a penny stock.
• The company's management has identified material weaknesses in internal control over financial reporting.
• If the company consummates a business combination with a China-based company operating primarily in China, the company will be subject to the legal and operational risks associated with having substantially all of its operations in China.

Future Outlook

Management has determined to direct our efforts and limited resources to pursue potential new business opportunities through a combination with an operating or development stage company, an acquisition of assets or other business transaction.

Management Comments

• Management intends to fund the ongoing operations of the Company while seeking potential business acquisition opportunities.

Industry Context

The company operates in the blank check/shell company sector, seeking a business combination. This sector is characterized by intense competition and high risk.

Comparison to Industry Standards

• It is difficult to compare Nongfu Shop Digital New Retail to industry standards due to its lack of operations and focus on finding a business combination target.
• Many blank check companies, such as those formed by experienced SPAC sponsors, have access to greater capital and management expertise.
• The company's limited resources and lack of operating history make it a higher-risk investment compared to more established blank check companies.

Management Changes

Legal Proceedings

• We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

Related Party Transactions

• The Company's former CEO, Fei Wang, paid certain expenses on behalf of the Company.
• As of December 31, 2024 and December 31, 2023, the Company had a payable amount owed to him of $134,963 and $99,337, respectively.

Stakeholder Impact

• The company's focus on finding a business combination target could impact shareholders positively if a successful and profitable transaction is completed.
• The company's lack of operations and financial resources poses a risk to shareholders.
• The company's management changes and material weaknesses in internal control could impact stakeholder confidence.

Next Steps

• The company will continue to seek potential new business opportunities through a combination with an operating or development stage company, an acquisition of assets or other business transaction.

Key Dates

Keywords

business combination, shell company, financial statements, Nongfu Shop Digital New Retail, reverse stock split, internal control, penny stock, 10-K/A, China