10-K: Yong Bai Chao New Retail Corporation Reports 10-K Filing for Fiscal Year Ended December 31, 2024, Amidst Leadership Changes and Search for Business Combination

Yong Bai Chao New Retail Corporation files its 10-K report for the year ended December 31, 2024, highlighting ongoing leadership transitions, minimal operations, and the pursuit of a business combination.

Summary

• Yong Bai Chao New Retail Corporation, a Nevada-based company, filed its Form 10-K for the fiscal year ended December 31, 2024.
• The company currently has no meaningful operations or subsidiaries and is seeking a business combination.
• Several changes in leadership occurred during the year, including resignations of the CFO, Secretary of the Board, and directors, as well as changes in the CEO position.
• The company reported 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.
• Operating expenses decreased to $39,794 in 2024 from $62,017 in 2023, primarily due to lower audit and legal fees.
• As of December 31, 2024, the company had no cash and a working capital deficit of $146,453.
• Management is focused on identifying and consummating a business combination to generate revenue and achieve profitability.
• The company's common stock is quoted on the OTC Pink under the symbol YBCN, with a last closing bid price of $0.0062 as of April 7, 2025.
• As of April 7, 2025, there were 189,120,068 shares of common stock outstanding held by 37 record holders.
• The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future.

Sentiment

Score: 3

Explanation: The sentiment is low due to the company's lack of operations, financial difficulties, and dependence on a successful business combination. The numerous leadership changes also contribute to the negative sentiment.

Positives

• The company's net loss decreased from $62,017 in 2023 to $39,794 in 2024.
• Operating expenses decreased by 35.8% in 2024, primarily due to reduced audit and legal fees.

Negatives

• The company has no current operations and is dependent on finding a suitable business combination.
• The company has no cash and a working capital deficit of $146,453 as of December 31, 2024.
• The company is classified as a blank check company and a shell company, which impacts its ability to raise capital and affects resale restrictions on its stock.
• The company is subject to penny stock rules, which may reduce trading activity in its common stock.
• The company has a history of leadership changes, which may create uncertainty.

Risks

• The company's success is dependent on identifying and consummating a business combination, which is subject to significant risks.
• The company's lack of financial and personnel resources may negatively impact its ability to consummate an attractive transaction.
• The company's status as a blank check company and a shell company imposes restrictions and regulatory requirements.
• The company's common stock is subject to penny stock rules, which may reduce trading activity.
• The company's auditor may be subject to inspection limitations by the PCAOB, potentially impacting access to U.S. capital markets.
• If the company consummates a business combination with a China-based company, it will be subject to legal and operational risks associated with operating in China, including potential government intervention and VIE structure risks.

Future Outlook

Management intends to direct 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. 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 through a combination with an operating or development stage company, an acquisition of assets or other business transaction.
• We anticipate that the selection of an appropriate business opportunity will be complex and extremely risky, and we cannot assure you that we will be successful in concluding a transaction or if we do, that we will be successful thereafter.

Industry Context

The company operates as a blank check company and shell company, which is a common structure for companies seeking to acquire or merge with an existing business. The success of these companies depends heavily on the management's ability to identify and execute a suitable business combination. The regulatory environment, particularly in China, adds another layer of complexity and risk.

Comparison to Industry Standards

• It is difficult to compare Yong Bai Chao New Retail Corporation to industry standards due to its lack of operations and its status as a blank check company.
• Comparable companies would include other blank check companies or special purpose acquisition companies (SPACs) that are also seeking business combinations.
• However, the financial metrics of these companies are not directly comparable until they have completed a business combination and have ongoing operations.
• The company's reliance on equity sales and shareholder advances for funding is typical for companies in this stage of development.

Management Changes

Legal Proceedings

• The company is 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 has utilized office space provided free of charge by Fei Wang.
• The company's former CEO, Fei Wang, paid certain expenses on behalf of the company, resulting in a payable amount owed to him of $134,963 as of December 31, 2024.

Stakeholder Impact

• Shareholders face significant risks due to the company's lack of operations and dependence on a successful business combination.
• Employees are limited to the executive officer, and their future is dependent on the company's ability to find a suitable business opportunity.
• The company's creditors are exposed to risk due to the company's limited financial resources and working capital deficit.

Next Steps

• Management 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.
• The company intends to file the Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to effect the 1-for-20 reverse stock split.
• The company intends to file Articles of Amendment to the Company's Amended and Restated Articles of Incorporation to change the Company's name to Nongfu Shop Digital New Retail Co., Ltd.

Key Dates

Keywords

business combination, shell company, blank check company, financial results, leadership changes, OTC Markets, penny stock, China, VIE structure, 10-K filing