Thu, May 22, 8:36 PM (31 days ago)
### Summary of Nongfu Shop Digital New Retail Co., Ltd. (YBCN) 10-K/A **Company Overview:** Nongfu Shop Digital New Retail Co., Ltd. (formerly Yong Bai Chao New Retail Corporation) is a Nevada-based company with minimal operations. The company is seeking new business opportunities through acquisitions or mergers. It has no meaningful operations or subsidiaries and has not entered into any contractual arrangements with a variable interest entity (VIE) based in China. **Financial Performance:** - **Revenue:** The company reported no revenue for the fiscal years ended December 31, 2024 and 2023. - **Net Income:** The company incurred a net loss of $39,794 for the year ended December 31, 2024, compared to a net loss of $62,017 for the year ended December 31, 2023. - **Operating Expenses:** Total operating expenses for 2024 were $39,794, a decrease of $22,223 or 35.8% from 2023, primarily due to reductions in audit fees, legal fees, and other administrative costs. - **Earnings Per Share (EPS):** The net loss per common share was $0.00 for both years. - **Financial Condition:** As of December 31, 2024, the company had liabilities of $146,453 and a working capital deficit of $146,453. The company had no cash and relied on equity sales and shareholder advances for funding. **Strategic Overview:** The company's strategy is to identify and acquire a profitable operating business. Management has broad discretion in selecting a target, and the company may enter into a business combination with a development-stage company, a distressed company, or a foreign company. The company's lack of financial and personnel resources may hinder its ability to consummate an attractive transaction. **Future Outlook:** The company's success depends on its ability to raise additional capital and identify a suitable acquisition target. The company's status as a "blank check" and "shell company" imposes various regulatory and operational challenges, including restrictions on securities offerings and the ability to attract additional capital. **Risk Factors:** - **Regulatory Risks:** The company faces risks related to Chinese regulatory actions and the potential impact on its ability to operate and offer securities. - **Operational Risks:** The company's lack of diversification and reliance on a single business transaction pose significant risks. - **Financial Risks:** The company's financial condition is precarious, with substantial liabilities and no revenue-generating activities. **Market Position Changes:** The company's shares are quoted on the OTC Pink under the symbol "YBCN." As of May 9, 2025, the last closing bid price was $0.003. The company has 189,120,068 shares of common stock outstanding. **Amendment Details:** This amendment includes the current report of the independent registered public accounting firm and the change of the company's name to Nongfu Shop Digital New Retail Co., Ltd., effective April 11, 2025. There are no other changes to the Form 10-K other than those set forth in this amendment.