Nongfu Shop Digital New Retail Co., Ltd 10-Q for FY2025 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, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, 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
- $9412
- compared with a net loss of $9403 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 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) |
| ||
(State or other jurisdiction of Incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code) |
+86-
(Registrant’s telephone number, including area code)
Yong Bai Chao New Retail Corporation
(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 13, 2025, there were
Nongfu Shop Digital New Retail Co., LTD.
(Formerly known as Yong Bai Chao New Retail Corporation.)
FORM 10-Q
JUNE 30, 2025
TABLE OF CONTENTS
|
| Page No. |
| |
3 |
| |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| ||
15 |
| |||
15 |
| |||
|
|
|
|
|
| 16 |
| ||
| 16 |
| ||
| 16 |
| ||
| 16 |
| ||
| 16 |
| ||
| 16 |
| ||
17 |
|
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NONGFU SHOP DIGITAL NEW RETAIL CO., LTD.
(FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION )
CONDENSED BALANCE SHEETS
|
| June 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
| |||
ASSETS |
|
|
|
|
|
| ||
CURRENT ASSETS: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
| ||||||
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Due to related party |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT: |
|
|
|
|
|
|
|
|
Preferred stock ($ |
|
|
|
|
|
| ||
Common stock ($ |
|
|
|
|
|
| ||
Common stock to be issued |
|
|
|
|
|
| ||
Treasury Stock |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' DEFICIT |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
| Table of Contents |
NONGFU SHOP DIGITAL NEW RETAIL CO., LTD.
(FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION )
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
| For the three months ended June 30, |
|
| For the six months ended June 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Loss Before Income Taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
| Table of Contents |
(FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION )
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
|
| Common Stock |
|
| Common |
|
| Treasury Stock |
|
| Additional |
|
|
|
| Total |
| |||||||||||||||
|
| Number of |
|
|
|
| Stock to |
|
| Number of |
|
|
|
| Paid-in |
|
| Accumulated |
|
| Stockholders' |
| ||||||||||
|
| Shares |
|
| Amount |
|
| Be Issued |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| ||||||||
Balance at December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
| ( | )) |
|
| ( | ) | ||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at March 31, 2025 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at June 30, 2025 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2023 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at March 31, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance at June 30, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
| Table of Contents |
NONGFU SHOP DIGITAL NEW RETAIL CO., LTD.
(FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION )
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the six months ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
| ( | ) |
|
|
| |
Accounts payable and accrued liabilities - related parties |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from sale of common stock |
|
|
|
|
|
| ||
Contributions of Capital |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for income tax |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
| Table of Contents |
NONGFU SHOP DIGITAL NEW RETAIL CO., LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Nongfu Shop Digital New Retail Co., Ltd. (“we”, “us”, or the “Company”) (formerly known as Yong Bai Chao New Retail Corporation) was organized under the laws of the State of Nevada on February 17, 2004. The Company’s fiscal year ends December 31st.
On January 10, 2025, the Board of Directors approved the filing of 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. Effective April 11, 2025, the Company’s name was changed to Nongfu Shop Digital New Retail Co., Ltd.
Currently, the Company only possesses minimal liabilities with no substantial business operations. There was no revenue or positive cash flows from operating activities for the three and six months ended June 30, 2025. The Company’s management efforts are focused on seeking out a new and profitable operating business with rapid growth potential. Unless and until the Company’s successful acquisition of an operating business, we expect our expenses to mainly consist of the legal service fee, accounting fee, and filing fee etc. related to maintaining a public company.
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”).
| 7 |
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, 2024, filed with the Securities and Exchange Commission on April 10, 2025 and amended on May 22, 2025.
Cash and Cash Equivalents
The Company considers all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of June 30, 2025 and December 31, 2024.
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.
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.
| 8 |
Concentration of Credit Risk
There are no financial instruments that potentially subject the Company to the concentration of credit risk. The Company has not experienced losses and management believes the Company is not exposed to significant credit risks.
Going Concern
As reflected in the accompanying unaudited condensed financial statements, the Company had accumulated deficit of $
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has evaluated the impact of adopting ASU No. 2023-09 and concluded that its adoption will not have a significant impact on the Company’s financial statements.
NOTE 2 – RELATED PARTY TRANSACTIONS
Due to Related Party
The Company’s former CEO, Fei Wang, paid certain expenses on behalf of the Company. As of June 30, 2025 and December 31, 2024, the Company had a payable amount owed to him of $
NOTE 3 – COMMITMENTS AND CONTINCENGIES
On July 1, 2009, the Company entered into an investor relations agreement.
NOTE 4 - STOCKHOLDERS’ DEFICIT
As a result of the Reverse Stock Split, each twenty shares of common stock will become and be consolidated into one share of common stock, The Reverse Stock Split will become effective upon the filing of the Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. To date, the Amended and Restated Articles of Incorporation have not been filed with the Secretary of the State of Nevada so the Reverse Stock Split has not been put into effect.
| 9 |
NOTE 5 – INCOME TAXES
The Company files income tax returns in the U.S. federal jurisdiction. The Company is not currently under examination by the Internal Revenue Service or any state income tax authorities.
The following table reconciles the statutory rates to the Company’s effective tax rate for three and six months ended June 30, 2025 and 2024:
|
| For the Three Months |
|
| For the Six Months |
| ||||||||||
|
| Ended June 30, |
|
| Ended June 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Statutory tax benefit |
|
| ( | )% |
|
| ( | )% |
|
| ( | )% |
|
| ( | )% |
Change in deferred tax asset valuation allowance |
|
| % |
|
| % |
|
| % |
|
| % | ||||
Provision for income taxes |
| % |
| % |
| % |
| % | ||||||||
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date on which the financial statements were issued. All subsequent events requiring recognition as of June 30, 2025 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”.
| 10 |
| Table of Contents |
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 months and six months ended June 30, 2025 and 2024 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
Nongfu Shop Digital New Retail Co., LTD. f/k/a Yong Bai Chao New Retail Corporation (“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 Eighth 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 of a 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.
| 11 |
| Table of Contents |
On 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 on 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.
Effective October 28, 2021, the Company’s name changed to Yong Bai Chao New Retail Corporation.
On May 31, 2023, the Company obtained the approval of the holders of a majority of the Company’s issued and outstanding shares that approved and adopted the amended and restated articles of incorporation (the “Amended and Restated Articles of Incorporation”), to effect a 1-for-20 reverse stock split of the Company’s outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 20 shares of common stock (the “Old Shares”) will become and be consolidated into one share of common stock (the “New Shares”), with stockholders who would receive a fractional share to receive a whole number of one share. Accordingly, the number of shares of common stock issued and outstanding will decrease from 189,120,068 to approximately 9,456,004. Since additional fractional shares may be issued in order to round up fractional shares, we currently do not know the exact number of New Shares that will be outstanding after the Reverse Stock Split. The Reverse Stock Split will become effective upon the filing of the Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. The Amended and Restated Articles of Incorporation have not been filed with the Secretary of the State of Nevada so the Reverse Stock Split has not been put into effect.
On January 9, 2024, Min Zhang resigned from the Chief Financial Officer position of the Company, effective on January 9, 2024. Mr. Zhang did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices.
On January 9, 2024, Jianbao Huang resigned from the Secretary of the Board of Directors position of the Company, effective on January 9, 2024. Mr. Huang did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices.
On January 9, 2024, Yanying Feng, Zhenpeng Lu and Li Yang resigned from the Director of the Board of the Company, effective on January 9, 2024. Mr. Zhenpeng Lu, Ms. Li Yang and Ms. Yanying Feng did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices.
On February 28, 2024, Wang Fei ("Mr. Wang") resigned from the Chief Executive Officer and Chairman of the Board position of the Company , effective on February 28, 2024. Mr. Wang did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices. Concurrently therewith, Baobin He was appointed to serve as the sole executive officer and director of the Company.
| 12 |
| Table of Contents |
Effective as of September 25, 2024, Mr. Baobin He resigned as the Chief Executive Officer, and Director of the Company. Effective as of September 25, 2024, Mr. Daohong Yuan and Mr. Ye Yuan became Directors of the Company. On the same day, the Board of Directors of the Company appointed Mr. Daohong Yuan to serve as its Chief Executive Officer and Chief Financial Officer.
On January 10, 2025, the Board of Directors approved the filing of 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.
Effective April 11, 2025, the Company’s name was changed to Nongfu Shop Digital New Retail Co., Ltd.
The Company only possesses minimal liabilities with no substantial business operations. There was no revenue or positive cash flows from operating activities for the three and six months ended June 30, 2025. 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.
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 Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024:
Revenue: We did not generate any revenue during the three months ended June 30, 2025 and 2024.
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 three months ended June 30, 2025, total operating expenses were $9,412, a slight increase of $9 or 0.1% compared to $9,403 for the same period in 2024, remaining virtually unchanged year over year.
Net Loss: As a result of the factors described above, we had a net loss of $9,412 and $9,403, respectively, for the three months ended June 30, 2025 and 2024.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
| 13 |
| Table of Contents |
Revenue
We did not generate any revenue during the six months ended June 30, 2025 and 2024.
Operating Expenses
Our operating expenses primarily consisted of fees and expenses related to complying with our ongoing SEC reporting requirements, which mainly consisted of accounting fees, legal service fees, and filing fees.
For the six months ended June 30, 2025, total operating expenses amounted to $19,878 as compared to $27,236 for the six months ended June 30, 2024, a decrease of $7,358 or 27.02%. The decrease was primarily due to decreases in accounting fee of S2,000, audit fees of $2,000, legal fees of $3,500, and stock transfer agent fees of $1,020, offset by increases in Edgar filing fees of $1,162.
Net Loss
As a result of the factors described above, we had a net loss of $19,878 for the six months ended June 30, 2025, as compared to $27,236 for the six months ended June 30, 2024, a decrease of $7,358 or 27.02%.
Liquidity and Capital Resources
At June 30, 2025, we did not have any cash, while, we had liabilities of $166,331 and had a working capital deficit of $166,331.
Net cash flow used in operating activities was $0 for the six months ended June 30, 2025. This included our net loss of $19,878, offset by the changes in operating assets and liabilities totaling $19,878.
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 portion of 2025. 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 the our sources of liquidity discussed above will be 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. Issuance 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, 2025, we did not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.
| 14 |
| Table of Contents |
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, 2025, 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, 2025.
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.
| 15 |
| Table of Contents |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not 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
None in the quarter ended June 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
| 16 |
| Table of Contents |
ITEM 6. EXHIBITS
The following exhibits are filed as part of this quarterly report, pursuant to Item 601 of Regulation S-K. All exhibits are attached hereto unless otherwise noted.
| 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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels 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. |
17 |
| Table of Contents |
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.
| Nongfu Shop Digital New Retail Co., LTD. |
| |
| (Registrant) |
| |
|
|
|
|
Date: August 19, 2025 | By: | /s/ Daohong Yuan |
|
|
| Daohong Yuan |
|
|
| Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
Date: August 19, 2025 | By: | /s/ Daohong Yuan |
|
|
| Daohong Yuan |
|
|
| Chief Financial Officer (Principal Financial and Accounting Officer) |
|
18 |
EXHIBIT 31.1
RULE 13a-14(a)/ 15d-14(a) CERTIFICATION
For Form 10-Q for the Period Ended June 30, 2025
I, Daohong Yuan, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2025 of Nongfu Shop Digital New Retail Co., LTD. (the “registrant”); | |
|
|
| |
| 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: | |
|
|
|
|
|
| (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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (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; |
|
|
|
|
|
| (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 |
|
|
|
|
|
| (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 (the registrant's fourth fiscal quarter in the case of an annual report) 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): | |
|
|
|
|
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (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, 2025 | /s/ Daohong Yuan | |
|
| Daohong Yuan |
|
|
| Chief Executive Officer |
|
EXHIBIT 31.2
RULE 13a-14(a)/ 15d-14(a) CERTIFICATION
For Form 10-Q for the Period Ended June 30, 2025
I, Daohong Yuan, certify that:
| 1 | I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2025 of Nongfu Shop Digital New Retail Co., LTD. (the “registrant”); | |
|
|
| |
| 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: | |
|
|
|
|
|
| (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, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (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; |
|
|
|
|
|
| (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 |
|
|
|
|
|
| (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 (the registrant's fourth fiscal quarter in the case of an annual report) 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): | |
|
|
|
|
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (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, 2025 | /s/ Daohong Yuan | |
|
| Daohong Yuan |
|
|
| Chief Financial Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of (the “Company”) Nongfu Shop Digital New Retail Co., LTD. for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daohong Yuan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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 Company. |
| Date: August 19, 2025 | /s/ Daohong Yuan | |
| Daohong Yuan | ||
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Nongfu Shop Digital New Retail Co., LTD. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daohong Yuan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my 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 Company. |
| Date: August 19, 2025 | /s/ Daohong Yuan | |
| Daohong Yuan | ||
| Chief Financial Officer |