Nongfu Shop Digital New Retail Co., Ltd 10-Q for FY2022 Q2
Nongfu Shop Digital New Retail Co., Ltd (NFSN)
About this 10-Q
Nongfu Shop Digital New Retail Co., Ltd filed this 10-Q on August 19, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $17.89K
- compared with a net loss of $763.1K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of Incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) or the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
As of August 14, 2022, there were
Yong Bai Chao New Retail Corporation
(Formerly known as Environmental Control Corp.)
FORM 10-Q
June 30, 2022
TABLE OF CONTENTS
FORWARD LOOKING STATEMENTS
This report may contain “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (including any statements regarding the Company’s outlook for fiscal 2022 and beyond). Any forward-looking statements are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, without limitation, the lack of any current business operation, the possible failure to identify a suitable acquisition candidate, and specific risks which may be associated with any new business or acquisition that we may acquire.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.
Unless otherwise indicated, references to “we,” “us,” “our,” or “Company” mean Yong Bai Chao New Retail Corporation and references to “fiscal” mean the Company’s fiscal year December 31.
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
YONG BAI CHAO NEW RETAIL CORPORATION |
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(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) |
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CONDENSED BALANCE SHEETS |
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| June 30, 2022 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
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CURRENT LIABILITIES: |
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Accounts payable and accrued liabilities |
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Due to related party |
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Convertible debentures - related parties |
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TOTAL CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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COMMITMENT AND CONTINGENCIES |
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STOCKHOLDERS' DEFICIT: |
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Preferred stock, $ |
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Common stock ($ |
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Common stock to be issued |
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Less: common stock held in treasury, at cost; |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' DEFICIT |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
| 3 |
| Table of Contents |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||||||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||
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| For the Three Months Ended June 30, |
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Revenue |
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Operating Expenses: |
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Professional fees |
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Stock issued for services |
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Total Operating Expenses |
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Loss from Operations |
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Other (Expense) Income: |
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Gain on extinguishment of debt |
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Interest expense |
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Total Other (Expense) Income |
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Loss Before Income Taxes |
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Income Taxes |
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Net Loss |
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Net loss per common share: |
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Basic and diluted |
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Weighted average number of common shares outstanding: |
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Basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||||||||||
| 4 |
| Table of Contents |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||||||||||||||||||||||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||||||||||||||||||||||||||||
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | ||||||||||||||||||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED) | ||||||||||||||||||||||||||||||||
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| Common Stock |
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| Total |
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| Stock to |
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| Shares |
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| Be Issued |
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Balance at December 31, 2021 |
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Correction of an error |
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Net loss for the three months ended March 31, 2022 |
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Balance at March 31, 2022 |
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Common stock sold for cash |
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Net loss for the three months ended June 30, 2022 |
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Balance at June 30, 2022 |
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| 5 |
| Table of Contents |
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| Common Stock |
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| Total |
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| Number of |
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Balance at December 31, 2020 |
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Write-off of old debts |
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Net income for the three months ended March 31, 2021 |
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Balance at March 31, 2021 |
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Stock issued for services |
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Capital contributions |
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Net loss for the three months ended June 30, 2021 |
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Balance at June 30, 2021 |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||||||||||||||||||
| 6 |
| Table of Contents |
YONG BAI CHAO NEW RETAIL CORPORATION | ||||||||
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.) | ||||||||
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
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| For the Six Months Ended June 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock issued for services |
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Write-off of accrued interest on extinguished debt |
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Changes in operating assets and liabilities: |
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Due from related party |
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Accounts payable and accrued liabilities |
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Accounts payable and accrued liabilities - related parties |
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Due to related party |
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NET CASH USED IN OPERATING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from sale of common stock |
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Capital contributions to pay for expenses |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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NET INCREASE IN CASH |
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Cash, beginning of period |
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Cash, end of period |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
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| $ |
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Cash paid for income tax |
| $ |
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| $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements. | ||||||||
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YONG BAI CHAO NEW RETAIL CORPORATION
(FORMERLY KNOWN AS ENVIRONMENTAL CONTROL CORP.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) was organized under the laws of the State of Nevada on February 17, 2004. The Company’s fiscal year end is December 31st.
Currently, the Company only possesses minimal assets and liabilities with no substantial business operations. There were no revenue or positive cash flows from operating activities for the six months ended June 30, 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 mainly consist of accounting fees and filing fees etc. related to maintaining a public company.
On September 14, 2021, the Company entered into an 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 50,000,000 shares of its common stock. The closing of this transaction is subject to certain terms and conditions described in the Acquisition Agreement.
Basis of Presentation
These interim financial statements of the Company are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed financial statements have been included. The results reported in the condensed financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).
Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents. There were no cash equivalents as of June 30, 2022 and December 31, 2021.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Per Share Data
ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
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Fair Value of Financial Instruments and Fair Value Measurements
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed interim financial statements, primarily due to their short-term nature.
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to concentration of credit risk. The Company has not experienced losses and management believes the Company is not exposed to significant credit risks.
Going Concern Risk
As reflected in the accompanying unaudited condensed financial statements, the Company had working capital deficit of $
NOTE 2 – RELATED PARTY TRANSACTIONS
Convertible Debentures Issued to Related Parties and Accrued Interest
On July 15, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On April 21, 2011, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company.
On August 29, 2011, the Company entered into a convertible debenture agreement with a company controlled by a former Vice President of the Company.
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As of June 30, 2022 and December 31, 2021, the related accrued and unpaid interest for these related party loans was $
Due from/(to) Related Party
The Company’s CEO, Fei Wang, paid certain expenses on behalf of the Company. During the second quarter of 2022, the Company sold
As of June 30, 2022 and December 31, 2021, the Company had a receivable (payable) amount to this related party of $
NOTE 3 – STOCKHOLDERS’ DEFICIT
Common Stock Sold for Cash
In the second quarter of 2022, the Company sold
NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS
Management does not believe there would have been a material effect on the accompanying unaudited condensed financial statements had any recently issued, but not yet effective, accounting standards been adopted in the current period.
NOTE 5 – COMMITMENTS AND CONTINCENGIES
On July 1, 2009, the Company entered into an investor relations agreement.
NOTE 6 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the unaudited condensed financial statements of the Company for the three and six months ended June 30, 2022 and 2021 should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Quarterly Report on Form 10-Q.
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.
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 resigned from all positions he held with the Company.
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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 assets and liabilities with no substantial business operations. There were no revenue or positive cash flows from operating activities for the six months ended June 30, 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 fees and filing fees related to maintaining itself as a public company.
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 unaudited condensed 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
Three and Six Months Ended June 30, 2022 Compared to the Three and Six Months Ended June 30, 2021
Revenue. We did not generate any revenue during the three and six months ended June 30, 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 fees, legal service fees, filing fees, and etc.
For the three months ended June 30, 2022, total operating expenses amounted to $11,635 as compared to $756,850 for the three months ended June 30, 2021, representing a decrease of $745,215 or 98.5%. The decrease was due to a decrease in stock issued for services of $753,000, offset by an increase in professional fees of approximately $8,000.
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For the six months ended June 30, 2022, total operating expenses amounted to $31,840 as compared to $762,850 for the six months ended June 30, 2021, reflecting a decrease of $731,010 or 95.8%. The decrease was due to a decrease in stock issued for services of $753,000, offset by an increase in professional fees of approximately $22,000.
Other (Expense) Income. Other (expense) income includes gain on extinguishment of debt and interest expense.
For both of the three months ended June 30, 2022 and 2021, total other expense amounted to $6,250.
For the six months ended June 30, 2022, total other expense amounted to $12,500 as compared to total other income of $40,616 for the six months ended June 30, 2021, a change of $53,116 or 130.8%. The change was due to a decrease in gain on extinguishment of debt of approximately $54,000, offset by a decrease in interest expense of approximately $1,000 as a result of reduction in debt.
Net Loss. As a result of the factors described above, we had net loss of $17,885 and $763,100, respectively, for the three months ended June 30, 2022 and 2021. As a result of the factors described above, we had net loss of $44,340 and $722,234, respectively, for the six months ended June 30, 2022 and 2021,
Liquidity and Capital Resources
At June 30, 2022, we did not have any cash, while, we had liabilities of $518,718, and had a working capital deficit of $509,278. We expect to incur continued losses during the remainder of 2022, possibly even longer.
Net cash flow used in operating activities was $53,550 for the six months ended June 30, 2022. These included our net loss of approximately $44,000, and changes in operating assets and liabilities totaling approximately $9,000.
Net cash flow used in operating activities was $9,850 for the six months ended June 30, 2021. These included net loss of approximately $722,000 and the non-cash item adjustments consisting of write-off of accrued interest on extinguished debt of approximately $54,000, offset by stock issued for services of $753,000 and changes in operating assets and liabilities totaling approximately $14,000.
Net cash flow provided by financing activities was $53,550 for the six months ended June 30, 2022. During the six months ended June 30, 2022, we received proceeds from sale of common stock of approximately $54,000.
Net cash flow provided by financing activities was $9,850 for the six months ended June 30, 2021. During the six months ended June 30, 2021, we acquired cash from capital contributions of approximately $10,000 to pay for expenses.
We expect to require working capital of approximately $40,000 over the next 12 months to meet our financial obligations.
We are a shell company with no revenue generating activities. We anticipate that our operating activities will generate negative net cash flow during the remaining year of 2022. 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.
Off-Balance Sheet Arrangements
As of June 30, 2022, we did not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements .
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.
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 Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating the cost-benefit relationship of possible changes or additions to our controls and procedures.
As of June 30, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our management concluded that (i) there are material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” which could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of June 30, 2022.
Changes in Internal Control Over Financial Reporting.
Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.
ITEM 1A. RISK FACTORS
This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 3, 2022, the Company sold and issued a total of 53,550,000 shares of the Company’s common stock at a purchase price of $0.001 per share, to the following four shareholders: Lu Zhengpeng, Li Xiaoping, Mi Ruifen, and Yang Li. The shares of common stock were sold to such investors in a private transaction in reliance upon the exemption pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Act”).
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
As previously reported on quarterly reports on Form 10-Q that were filed with the Securities and Exchange Commission on August 16, 2010, November 15, 2010, May 16, 2011, and August 15, 2011 respectively, the Company entered into four Convertible Debenture Agreements (each, a “Liability” and collectively, the “Liabilities”) with a company controlled by a former President of the Company (the “Creditor”), where the Company borrowed $200,000 in total therefrom. Pursuant to each Convertible Debenture Agreement, each of the Liabilities had matured at the fifth anniversary from the date of issuance. All Liabilities have matured with the most recent one matured on April 20, 2016. With the accrued interest through June 30, 2022, the total amount due under the four Convertible Debenture Agreements was $419,160. As of August 16, 2022, the Company has never received from any person or entity any demand for payment of any of the Liabilities.
The Company received a legal opinion letter from its counsel on August 15, 2022 (the “Letter”), stating that subject to the assumptions, qualifications and exceptions set forth therein, as of August 11, 2022, the collection of the Liabilities, including all interest accrued, is time-barred under Nevada law NRS 11.010(2) due to the Creditor’s failure to demand repayments of the Liabilities in a timely manner.
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ITEM 6. EXHIBITS
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act | |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act | |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
101.INS* |
| Inline XBRL Instance Document. |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
** | The certification attached as Exhibits 32.1 and 32.2 accompanying this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Yong Bai Chao New Retail Corporation |
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| (Registrant) |
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Date: August 19, 2022 | By: | /s/ Fei Wang |
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| Fei Wang |
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| Chief Executive Officer (Principal Executive Officer) |
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Date: August 19, 2022 | By: | /s/ Min Zhang |
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| Min Zhang |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Fei Wang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (the “report”) of Yong Bai Chao New Retail Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 19, 2022 | By: | /s/ Fei Wang |
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| Fei Wang |
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| Chief Executive Officer (Principal Executive Officer) |
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EXHIBIT 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Min Zhang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (the “report”) of Yong Bai Chao New Retail Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 19, 2022 | By: | /s/ Min Zhang |
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| Min Zhang |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 32.1
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
The undersigned, Fei Wang, in his capacity as Chief Executive Officer of Yong Bai Chao New Retail Corporation (the “Registrant”) does hereby certify with respect to the Quarterly Report on Form 10-Q of the Registrant for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that, to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in this Report. |
| Date: August 19, 2022 | /s/ Fei Wang |
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| Fei Wang |
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| Chief Executive Officer (Principal Executive Officer) |
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EXHIBIT 32.2
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
The undersigned, Min Zhang, in his capacity as Chief Financial Officer of Yong Bai Chao New Retail Corporation (the “Registrant”) does hereby certify with respect to the Quarterly Report on Form 10-Q of the Registrant for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that, to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in this Report. |
| Date: August 19, 2022 | By: | /s/ Min Zhang |
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| Min Zhang |
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| Chief Financial Officer (Principal Financial and Accounting Officer) |
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