Statements, other than historical facts, contained in this Annual Report on Form
10-K, including statements of potential acquisitions and our strategies, plans
and objectives, are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Although we believe that our forward-looking statements are based on
reasonable assumptions, we caution that such statements are subject to a wide
range of risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Among those risks, trends and
uncertainties are important factors that could cause actual results to differ
materially from the forward looking statements, including, but not limited to;
the time management devotes to identifying a target business; management's
ability to consummate a business combination; the financial condition of the
target company with which we may enter a business combination; the effect of
existing and future laws; governmental regulations; political and economic
conditions; and conditions in the capital markets. We undertake no duty to
update or revise these forward-looking statements.
When used in this Form 10-K, the words, "expect," "anticipate," "intend,"
"plan," "believe," "seek," "estimate" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Because these forward-looking statements
involve risks and uncertainties, actual results could differ materially from
those expressed or implied by these forward-looking statements for a number of
important reasons.
Overview
Yong Bai Chao New Retail Corporation f/k/a Environmental Control Corp. ("we,"
"us," the "Company" or like terms) was incorporated in the State of Nevada on
February 17, 2004 under the name Boss Minerals, Inc. to pursue the exploration
and development of mining claims located in British Columbia, Canada.
During the quarter ended June 30, 2004, the Company filed a registration
statement on Form SB-2 with the Securities and Exchange Commission ("SEC") to
register shares of common stock for public resale by certain stockholders
identified in the registration statement. Upon the effective date of the
registration statement, the Company became subject to the reporting requirements
of Section 12(b) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and commenced filing reports under the Exchange Act through the
quarter ended June 30, 2012.
In March 2006, the Company acquired the assets of Environmental Control
Corporation, which developed vehicle emission control devices and filed a
certificate of amendment to its articles of incorporation in April 2013 to
change its name to Environmental Control Corp. The Company filed reports under
the Exchange Act through the quarter ended June 30, 2012.
On May 2, 2016, the Eight Judicial District Court of Nevada entered an order
appointing Bryan Glass as custodian of the Company, authorizing and directing
him to, among other things, take any action reasonable, prudent and for the
benefit of the Company, including reinstating the Company under Nevada law,
appointing officers and convening an annual meeting of stockholders (the
"Order"). Mr. Glass was a shareholder of the Company on the date that he applied
to serve as a custodian of the Company. From time to time, Mr. Glass submits
applications to the courts of the state of Nevada to be appointed as the
custodian of corporations in which he already is a shareholder that have
forfeited their right to exist as a corporation for reasons such as failure to
file annual reports or to pay required fees, and such applications may or may
not be successful. If the court approves the application, Mr. Glass is appointed
to serve as the custodian of such corporations. In the past, he either has
contributed assets or sold them to third parties. Thereafter, the board of
directors and Mr. Glass, in his role as custodian, appointed himself to serve as
the President of the Company.
On May 5, 2016, the Company filed a Certificate of Reinstatement with the state
of Nevada to reestablish the Company's existence.
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On May 9, 2016, the board of directors and Bryan Glass, in the exercise of his
power as the court-appointed custodian of the Company, appointed Bryan Glass as
our President, Secretary and Treasurer and authorized the issuance of 60,000,000
shares of stock to Mr. Glass for an aggregate price of $60,000, which sum was
paid by the performance of services to the Company and the reimbursement of
expenses incurred by Mr. Glass on the Company's behalf in the amount of $6,685.
The expenses incurred by Mr. Glass included $5,160 to the state of Nevada for
fees in connection with reinstating the Company and other filings to bring the
Company current under the requirements of Nevada corporate law; $1,250 to the
transfer agent for outstanding fees; and $275 to the state of Nevada as a filing
fee in connection with the amendment to the articles of incorporation.
On June 15, 2016, the Company held a stockholders' meeting at which the
stockholders adopted Amended and Restated Articles of Incorporation of the
Company under which the Company increased the total number of shares it is
authorized to issue to 190 million shares consisting of 180 million shares of
common stock and 10 million shares of blank check preferred stock.
In December 2018, Mr. Glass sold 60 million shares of common stock, representing
all of the shares he owned in the Company, and equal to 56.83% of the total
number of outstanding shares of the Company's common stock, to Lili Xin for the
sum of $90,000. Ms. Chang became acquainted with Mr. Glass through a mutual
associate and they subsequently negotiated a deal for his control block of
shares in the Company. Concurrent with the sale of his shares, the board of
directors appointed Ms. Chang as the President and as a director of the Company
and Mr. Glass resigned from all positions he held with the Company.
On May 22, 2019, the Company filed a Form 15 with the SEC terminating the
registration of its class of common stock under Section 12(g) of the Exchange
Act and its duty to file periodic and other reports with the SEC.
In December 12, 2019, the Company filed a registration statement on Form 10 to
register its class of common stock under the Exchange Act, and the registration
statement automatically became effective in February 2020.
On June 29, 2021, Lili Xin, our former Chief Executive Officer, Chief Financial
Officer, director and principal stockholder of the Company ("Ms. Xin"), and Fei
Wang ("Mr. Wang"), entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") pursuant to which Ms. Xin agreed to sell to Mr. Wang 80,000,000
shares of Common Stock registered in her name (the "Shares"), representing 59%
of the outstanding shares of common stock in the Company, at a purchase price of
Three Hundred Fifty Thousand Dollars ($350,000). The seller relied on the
exemption from registration pursuant to Section 4(2) of, and Regulation D and/or
Regulation S promulgated under the Act in selling the Company's securities to
Mr. Wang. The funds came from the personal funds of Mr. Wang, and was not the
result of a loan. The closing occurred August 10, 2021.
In connection with such sale, Lili Xin, the then CEO, President and CFO resigned
from all of her positions associated with the Company. Concurrently therewith,
Mr. Wang was appointed to serve as the sole executive officer and director of
the Company.
On September 14, 2021, the Company entered into a Company Acquisition Agreement
(the "Acquisition Agreement") with Yong Bai Chao New Retail (Shenzhen) Co. Ltd.
("YBC"). Pursuant to the terms of the Acquisition Agreement, the Company agreed
to acquire all of the issued and outstanding securities of YBC in exchange for
50 million shares of our common stock. After the consummation of the
acquisition, the Company is obligated to change its name to Yong Bai Chao New
Retail Corp. Fei Wang, our sole executive officer and director, also serves as
the Chief Executive Officer and Director of YBC. This transaction has not yet
consummated, and the closing of this transaction is subject to certain terms and
conditions described in the Acquisition Agreement. In effectuating the
transaction contemplated in the Acquisition Agreement, the Company intends to
rely on the exemption from registration pursuant to Section 4(2) of, and
Regulation D and/or Regulation S promulgated under the Securities Act of 1933,
as amended.
Effective October 28, 2021, the Company's name changed to Yong Bai Chao New
Retail Corporation.
Currently, the Company only possesses minimal liabilities with no substantial
business operations. There were no revenue or positive cash flows from operating
activities for the year ended December 31, 2022. The Company's management
efforts are focused on seeking out a new and profitable operating business with
strong growth potential. Unless and until the Company's successful acquisition
of an operating business, we expect our expenses to primarily consist of
accounting fee, legal service fee, and filing fee related to maintaining itself
as a public company.
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Critical Accounting Policies and Significant Judgments and Estimates
The Securities and Exchange Commission ("SEC") issued disclosure guidance for
"critical accounting policies." The SEC defines "critical accounting policies"
as those that require the application of management's most difficult, subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain and may change in subsequent
periods.
Our significant accounting policies are described in the Notes to these
financial statements. Currently, based on the Company's limited activity, we do
not believe that there are any accounting policies that require the application
of difficult, subjective or complex judgments.
Results of Operations
The Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021:
Revenue. We did not generate any revenue during the years ended December 31,
2022 and 2021.
Operating Expenses. Our operating expenses primarily consisted of fees and
expenses related to complying with our ongoing SEC reporting requirements, which
have mainly consisted of accounting fee, legal service fee, and filing fee.
For the year ended December 31, 2022, total operating expenses amounted to
$82,046 as compared to $778,997 for the year ended December 31, 2021,
representing a decrease of $696,951 or 89.5%. The decrease was mainly due to a
decrease in consulting fee of $753,000, offset by an increase in professional
fees of $57,115.
Other Income (Expense). Other income (expense) includes gain on extinguishment
of debt and related interest and interest expense.
For the year ended December 31, 2021, total other income amounted to $54,368.
The other income in the year December 31, 2021 was due to a gain recognized on
the Extinguishment of Debt.
For the year ended December 31, 2022, interest expense amounted to $14,167, as
compared to $26,252 for the year ended December 31, 2021, a decrease of $12,085
or 46.0%. The decrease was driven by the reduction in debt.
Net Loss. As a result of the factors described above, we had net loss of $96,213
and $750,881, respectively, for the years ended December 31, 2022 and 2021.
Liquidity and Capital Resources
At December 31, 2022, we did not have any cash, while, we had liabilities of
$44,642, and had a working capital deficit of $44,642.
Net cash flow used in operating activities was $53,551 for the year ended
December 31, 2022. These included our net loss of $96,213, offset by the changes
in operating assets and liabilities totaling $42,662.
Net cash flow provided by financing activities was $53,551 for the year ended
December 31, 2022. During the year ended December 31, 2022, we received proceeds
from sale of common stock of $53,551.
We are a shell company with no revenue generating activities. The success of our
business plan is dependent upon the availability of additional capital resources
on terms satisfactory to management as we are not generating sufficient revenues
from our business operations. Our sources of capital in the past have included
the sale of equity securities, which include common stock sold in private
transactions and stockholder advances. There can be no assurance that we can
raise such additional capital resources on satisfactory terms. We believe that
our current cash and other sources of liquidity discussed above are adequate to
support operations for at least the next 12 months. We anticipate continuing to
rely on equity sales of our common shares and shareholder advances in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing shareholders. There is no assurance that we
will achieve any additional sales of our equity securities or arrange for debt
or other financing to fund our plan of operations.
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Off-Balance Sheet Arrangements
As of December 31, 2022, we did not have any transactions, agreements or other
contractual arrangements that constitute off-balance sheet arrangements.
COVID-19
On March 11, 2020, the World Health Organization officially declared the
outbreak of the novel coronavirus COVID-19 a "pandemic." A significant outbreak
of COVID-19 and other infectious diseases has resulted in a widespread health
crisis that has significantly adversely affected businesses of all types,
economies and financial markets worldwide. The business of any potential target
business with which we consummate a business combination could have been
materially and adversely affected. Although China reopened its border and
lowered the COVID-19 related restrictions early 2023, we may be unable to
complete a business combination if the Chinese government resumes or increases
COVID-19 related restrictive measures on travel, in-person meetings and
gatherings. The extent to which COVID-19 impacts our search for a business
combination will depend on future developments, which are highly uncertain and
cannot be predicted, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat its impact,
among others. If there are future disruptions posed by COVID-19 or other
health-related matters of global concern in the future, our ability to
consummate a business combination, or the operations of a target business with
which we ultimately consummate a business combination, may be materially
adversely affected.
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YONG BAI CHAO NEW RETAIL CORPORATION 
