10-K: Yong Bai Chao New Retail Corporation Files 10-K, Reports No Revenue and Ongoing Search for Business Opportunity

Yong Bai Chao New Retail Corporation, a Nevada-based shell company, filed its annual 10-K report, revealing no revenue for 2023 and ongoing efforts to identify a suitable business combination.

Summary

• Yong Bai Chao New Retail Corporation, formerly known as Boss Minerals, Inc. and Environmental Control Corp., is a Nevada-based company with no current operations or subsidiaries.
• The company is actively seeking a business opportunity through a merger, acquisition, or other business transaction.
• For the year ended December 31, 2023, the company reported no revenue and a net loss of $62,017.
• Operating expenses for 2023 totaled $62,017, primarily consisting of accounting, legal, and filing fees.
• The company has a working capital deficit of $106,659 as of December 31, 2023.
• The company's common stock is quoted on the OTC Pink under the symbol YBCN.
• A 1-for-20 reverse stock split was approved but not yet implemented.
• The company is considered a blank check company and a shell company under SEC regulations.
• Management has identified material weaknesses in internal controls related to segregation of duties and lack of an independent board.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the lack of revenue, significant losses, working capital deficit, internal control weaknesses, and the company's status as a shell company. The company's future is highly dependent on its ability to complete a business combination, which is uncertain.

Positives

• Operating expenses decreased by 24.4% from 2022 to 2023.
• The company is actively pursuing a business combination, which could lead to future revenue generation.

Negatives

• The company has no current operations and generated no revenue in 2023.
• The company reported a net loss of $62,017 for 2023.
• The company has a significant working capital deficit of $106,659.
• The company has identified material weaknesses in its internal controls.
• The company is a blank check and shell company, which carries regulatory risks.
• The company's stock is subject to penny stock rules, which may limit trading activity.

Risks

• The company's lack of operations and revenue generation poses a significant risk to investors.
• The company's status as a blank check and shell company subjects it to various regulatory restrictions.
• The company's ability to complete a business combination is uncertain.
• The company's management has limited experience in consummating business transactions.
• The company's lack of diversification exposes it to risks associated with a single business.
• The company's stock is subject to penny stock rules, which may limit trading activity.
• The company's internal control weaknesses could lead to financial misstatements.
• The company may be impacted by political and economic policies of the PRC government if it combines with a China-based company.

Future Outlook

The company intends to pursue potential new business opportunities through a combination with an operating or development stage company, an acquisition of assets or other business transaction. The company anticipates continuing to rely on equity sales of its common shares and shareholder advances in order to continue to fund its business operations.

Management Comments

• Management has determined to direct our efforts and limited resources to pursue potential new business opportunities.
• Management intends to devote only as much time as it deems necessary to our affairs.
• Management has internally formalized the procedures for segregation of duties and monitoring handling of cash, cash receipts and cash disbursements.
• Management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.

Industry Context

The company's situation is not uncommon for shell companies seeking a business combination. The lack of operations and revenue is typical for such entities, and the focus is on identifying and completing a transaction that will bring value to shareholders. The company's challenges with internal controls are also not unusual for small, early-stage companies.

Comparison to Industry Standards

• The company's financial results are significantly below industry standards for operating companies, as it has no revenue and substantial losses.
• The company's lack of operations and focus on a business combination is similar to other blank check companies, such as those that have completed SPAC transactions.
• The company's internal control weaknesses are not uncommon for smaller reporting companies, but they are a significant concern for investors.
• The company's reliance on equity sales and shareholder advances for funding is typical for shell companies, but it also indicates a lack of access to traditional financing.

Management Changes

Related Party Transactions

• The company has utilized office space provided free of charge by Fei Wang since December 2018.
• The company had a payable amount to Fei Wang of $99,337 as of December 31, 2023.

Stakeholder Impact

• Shareholders face significant risks due to the company's lack of operations and financial instability.
• Employees are limited to one executive officer who is not obligated to devote any specific number of hours to the company.
• Customers and suppliers are not currently impacted as the company has no operations.
• Creditors are at risk due to the company's working capital deficit and lack of revenue.

Next Steps

• The company will continue to seek a suitable business combination.
• The company will need to address its internal control weaknesses.
• The company will need to secure additional funding to support its operations and business combination efforts.

Key Dates

Keywords

business combination, shell company, blank check company, reverse stock split, OTC Markets, financial statements, internal controls, acquisition, merger, penny stock