UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 000-56129

YONG BAI CHAO NEW RETAIL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		20-3626387
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3209, South Building, Building 3, No. 39 Hulan

West Road, Boashan District Shanghai PRC

N/A

(Address of registrant’s principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +186 21601569

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☒ No

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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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	☐
Non-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) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement2 of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No

There was no market for the common stock and accordingly the aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates, computed by reference to the price at which the common stock was sold on June 30, 2023, cannot be calculated.

As of April 107, ~~2024~~2025, there were 189,120,068 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A	RISK FACTORS	1314
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1314
ITEM 2.	PROPERTIES	1314
ITEM 3.	LEGAL PROCEEDINGS	1314
ITEM 4.	MINE SAFETY DISCLOSURES	1314
PART II		1415
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES	1415
ITEM 6.	[RESERVED]	1415
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1516
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1819
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1819
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1819
ITEM 9A.	CONTROLS AND PROCEDURES	1819
ITEM 9B.	OTHER INFORMATION	2021
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	2021
PART III		2122
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2122
ITEM 11.	EXECUTIVE COMPENSATION	2324
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	2627
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2627
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	28
PART IV		29
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	29
ITEM 16.	FROM 10-K SUMMARY	29
SIGNATURES		30

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CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (the “Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this Report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.

Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this Report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this Report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.

You should read this Form 10-K and the documents that we have filed as exhibits to this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise stated or the context otherwise requires, the terms “Yong Bai Chao,” “YBCN,” “we,” “us,” “our,” the “Registrant” and the “Company” refer collectively to Yong Bai Chao New Retail Corporation.

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PART I

ITEM 1. BUSINESS.

Overview

Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) is not a Chinese operating company but a Nevada company currently with no meaningful operations or subsidiaries nor has entered into any contractual arrangements with a variable interest entity (“VIE”) based in China.

Our shares of common stock quoted on the OTC Markets are shares of Yong Bai Chao New Retail Corp., the Nevada company. There is a risk that the Chinese government may in the future seek to affect operations of any company with any level of operations in PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. If the Chinese regulatory authorities disallowed the VIE structure or any or all of the foregoing were to occur, it could, in turn, result in a material change in our future operations and/or the value of our common stock and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

History

Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) was incorporated in the State of Nevada on February 17, 2004 under the name Boss Minerals, Inc. to pursue the exploration and development of mining claims located in British Columbia, Canada.

During the quarter ended June 30, 2004, the Company filed a registration statement on Form SB-2 with the Securities and Exchange Commission (“SEC”) to register shares of common stock for public resale by certain stockholders identified in the registration statement. Upon the effective date of the registration statement, the Company became subject to the reporting requirements of Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and commenced filing reports under the Exchange Act through the quarter ended June 30, 2012.

In March 2006, the Company acquired the assets of Environmental Control Corporation, which developed vehicle emission control devices and filed a certificate of amendment to its articles of incorporation in April 2013 to change its name to Environmental Control Corp. The Company filed reports under the Exchange Act through the quarter ended June 30, 2012.

On May 2, 2016, the Eight Judicial District Court of Nevada entered an order appointing Bryan Glass as custodian of the Company, authorizing and directing him to, among other things, take any action reasonable, prudent and for the benefit of the Company, including reinstating the Company under Nevada law, appointing officers and convening an annual meeting of stockholders (the “Order”). Mr. Glass was a shareholder of the Company on the date that he applied to serve as a custodian of the Company. From time to time, Mr. Glass submits applications to the courts of the state of Nevada to be appointed as the custodian of corporations in which he already is a shareholder that have forfeited their right to exist as a corporation for reasons such as failure to file annual reports or to pay required fees, and such applications may or may not be successful. If the court approves the application, Mr. Glass is appointed to serve as the custodian of such corporations. In the past, he either has contributed assets or sold them to third parties. Thereafter, the board of directors and Mr. Glass, in his role as custodian, appointed himself to serve as the President of the Company.

On May 5, 2016, the Company filed a Certificate of Reinstatement with the state of Nevada to reestablish the Company’s existence.

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On May 9, 2016, the board of directors and Bryan Glass, in the exercise of his power as the court-appointed custodian of the Company, appointed Bryan Glass as our President, Secretary and Treasurer and authorized the issuance of 60,000,000 shares of stock to Mr. Glass for an aggregate price of $60,000, which sum was paid by the performance of services to the Company and the reimbursement of expenses incurred by Mr. Glass on the Company’s behalf in the amount of $6,685. The expenses incurred by Mr. Glass included $5,160 to the state of Nevada for fees in connection with reinstating the Company and other filings to bring the Company current under the requirements of Nevada corporate law; $1,250 to the transfer agent for outstanding fees; and $275 to the state of Nevada as a filing fee in connection with the amendment to the articles of incorporation.

On June 15, 2016, the Company held a stockholders meeting at which the stockholders adopted Amended and Restated Articles of Incorporation of the Company under which the Company increased the total number of shares it is authorized to issue to 190 million shares consisting of 180 million shares of common stock and 10 million shares of blank check preferred stock.

In December 2018, Mr. Glass sold 60 million shares of common stock, representing all of the shares he owned in the Company, and equal to 56.83% of the total number of outstanding shares of the Company’s common stock, to Lili Xin for the sum of $90,000. Ms. Chang became acquainted with Mr. Glass through a mutual associate and they subsequently negotiated a deal for his control bloc 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.

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 was effective in February 2020.

On October 29, 2020, Chang Qi voluntarily resigned as a director and officer of the Company for personal reasons. She did not resign because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, or if a director has been removed for cause from the board of directors, disclose the following information.

Prior to her departure as a director and officer of the Company, on October 29, 2020, Ms. Chang appointed Lili Xin to serve as the sole director and as the president of the Company.

On June 29, 2021, Lili Xin, our former Chief Executive Officer, Chief Financial Officer, director and principal stockholder of the Company (“Ms. Xin”), and Wang Fei (“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, our then current CEO, President and CFO resigned from her positions as the sole director and executive officer of the Company. Concurrently therewith, Mr. Wang appointed to serve as the sole executive officer and director of the Company.

Effective October 28, 2021, the Company’s name was changed to Yong Bai Chao New Retail Corporation.

On May 11, 2023, the Company’s board of directors approved the amendment to and adopting of the amended and restated articles of incorporation (the “Amended and Restated Articles of Incorporation”), to affect 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.

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On January 9, 2024, Min Zhang resigned from the Chief Financial Officer, 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 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, Zhengpeng Lu and Li Yang resigned as Directors, effective on January 9, 2024. Mr. Zhengpeng 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 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.

~~Current~~On ~~Operations~~September 25, 2024, Baobin He resigned as the Chief Executive Officer, and ~~Strategy~~Director. Mr. He did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices. Concurrently therewith, Daohong Yuan and Ye Yuan were appointed to serve as Directors of the Company and Daohong Yuan was appointed to serve as its Chief Executive Officer and Chief Financial Officer.

AsOn ofJanuary ~~the date of this report~~10, we have no current operations. Management has determined to direct our efforts and limited resources to pursue potential new business opportunities through a combination with an operating or development stage company2025, anthe ~~acquisition~~Board of ~~assets~~Directors orapproved ~~other~~the ~~business~~filing ~~transaction.~~of WeArticles doof ~~not~~Amendment ~~intend~~ to ~~limit~~the ~~ourselves~~Company’s toAmended ~~a particular industry~~ and weRestated ~~have~~Articles ~~not~~of ~~established~~Incorporation ~~any~~to ~~particular~~change ~~criteria~~the ~~upon~~Company’s ~~which~~name weto ~~shall~~Nongfu ~~consider~~Shop ~~and~~Digital ~~proceed~~New ~~with~~Retail ~~a business opportunity~~Co., Ltd.

~~Our~~Current ~~management~~Operations ~~has broad discretion with respect to identifying~~ and selecting a prospective business opportunity. We have not established any specific attributes or criteria (financial or otherwise) for a business opportunity and we may enter into a business combination with a development stage company, a distressed company or a foreign company engaged in any industry or we may purchase raw assets. Our management has never served in any capacity as management of a development stage public company that has consummated a business transaction such as that contemplated by us. Accordingly, our management may not successfully identify a prospective business opportunity or conclude a business transaction. In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.Strategy

WeAs ~~anticipate~~of ~~that~~ the ~~selection~~date of anthis ~~appropriate~~report, ~~business~~we ~~opportunity~~have ~~will~~no becurrent ~~complex~~operations. ~~and~~Management ~~extremely~~has ~~risky,~~determined ~~and~~to wedirect ~~cannot~~our ~~assure~~efforts ~~you~~and ~~that~~limited weresources ~~will~~to bepursue ~~successful~~potential innew ~~concluding~~business opportunities through a ~~transaction~~combination with an operating or ifdevelopment westage docompany, ~~that~~an weacquisition ~~will~~of beassets ~~successful~~or ~~thereafter~~other business transaction. ~~Our~~We ~~lack~~do ofnot ~~financial~~intend ~~and~~to ~~personnel~~limit ~~resources~~ourselves ~~may~~to ~~negatively~~a ~~impact~~particular ~~our~~industry ~~ability~~and towe ~~consummate~~have annot ~~attractive~~established ~~transaction~~any orparticular ~~cause~~criteria usupon towhich ~~discontinue~~we ~~operations~~shall ~~before~~consider weand ~~enter~~proceed ~~such~~with a ~~transaction~~business opportunity.

WeOur ~~cannot~~management ~~assure~~has ~~you~~broad ~~that~~discretion wewith ~~will~~respect beto ~~successful~~identifying inand ~~concluding~~selecting a prospective business ~~transaction~~opportunity. We ~~will~~have not ~~realize~~established any ~~revenues~~specific attributes or ~~generate~~criteria ~~any~~(financial ~~income~~or ~~unless~~otherwise) ~~and~~for ~~until~~a business opportunity and we ~~successfully~~may ~~merge~~enter into a business combination with a development stage company, a distressed company or ~~acquire~~a anforeign ~~operating~~company ~~business~~engaged in any industry or we may purchase raw assets. Our management has never served in any capacity as management of a development stage public company that ishas ~~generating~~consummated ~~revenues~~a ~~and~~business ~~otherwise~~transaction issuch ~~operating~~as ~~profitably~~that contemplated by us. ~~Moreover~~Accordingly, weour ~~can~~management ~~offer~~may nonot ~~guarantee~~successfully ~~that~~identify wea ~~will~~prospective ~~achieve~~business ~~long-term~~opportunity or ~~immediate~~conclude ~~short-term~~a ~~earnings~~business ~~from~~transaction. ~~any~~In addition, our management engages in other business ~~transaction~~activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.

~~Any~~We ~~entity~~anticipate ~~with~~that ~~which~~the weselection ~~enter~~of ~~into~~an aappropriate business ~~transaction~~opportunity will be ~~subject~~complex toand ~~numerous~~extremely ~~risks~~risky, inand ~~connection with its operations. To the extent~~ we ~~affect~~cannot aassure ~~business~~you ~~transaction~~that ~~with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings,~~ we ~~may~~will be ~~affected~~successful ~~by numerous risks inherent~~ in ~~the~~concluding ~~business and operations of such companies. If we consummate~~ a ~~business~~ transaction ~~with~~or aif ~~foreign~~we ~~entity~~do, that we will be ~~subject~~successful tothereafter. ~~all~~Our lack of ~~the~~financial ~~risks~~and ~~attendant~~personnel toresources ~~foreign~~may ~~operations.~~negatively ~~Although~~impact our ~~management~~ability ~~will endeavor~~ to ~~evaluate~~consummate ~~the~~an ~~risks~~attractive ~~inherent~~transaction inor acause ~~particular~~us ~~opportunity,~~to wediscontinue ~~cannot~~operations ~~assure~~before ~~you that~~ we ~~will~~enter ~~properly~~such ~~ascertain~~a ~~or assess all significant risk factors~~transaction.

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~~Our~~We ~~management~~cannot ~~anticipates~~assure you that ~~our~~we ~~Company~~will ~~likely~~be ~~will~~successful ~~affect~~in ~~only~~concluding ~~one~~a business transaction,. ~~due~~We ~~primarily~~will tonot ~~our~~realize ~~limited~~any ~~financial~~revenues ~~resources~~or ~~and~~generate ~~the~~any ~~dilution~~income ofunless ~~interest for present~~ and ~~prospective~~until ~~stockholders,~~we ~~which~~successfully ismerge ~~likely~~with toor ~~occur~~acquire asan aoperating ~~result~~business ofthat ~~our~~is ~~management’s~~generating ~~plan~~revenues toand ~~offer~~otherwise ais ~~controlling~~operating ~~interest to a target in order to achieve a tax-free reorganization~~profitably. ~~This~~Moreover, ~~lack~~we ofcan ~~diversification~~offer ~~should~~no beguarantee ~~considered~~that awe ~~substantial risk in investing in us because it~~ will ~~not~~achieve ~~permit~~long-term usor toimmediate ~~offset~~short-term ~~potential~~earnings ~~losses~~ from ~~one~~any ~~venture~~business ~~against potential gains from another~~transaction.

~~Ramifications~~Any ofentity ~~Our~~with ~~Status~~which aswe enter into a ~~Blank~~business ~~Check~~transaction ~~Company~~will be subject to numerous risks in connection with its operations. To the extent we affect a business transaction with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and ~~Shell~~operations ~~Company~~of such companies. If we consummate a business transaction with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular opportunity, we cannot assure you that we will properly ascertain or assess all significant risk factors.

AtOur ~~present,~~management weanticipates ~~have~~that noour ~~revenues,~~Company nolikely ~~assets~~will ~~and~~affect noonly ~~specific~~one business ~~plan~~transaction, ordue ~~purpose.~~primarily ~~Our~~to ~~business~~our ~~plan~~limited isfinancial toresources ~~seek~~and ~~new~~the ~~business~~dilution ~~opportunities~~of byinterest ~~entering~~for ~~into~~present aand ~~business~~prospective ~~transaction.~~stockholders, ~~Based~~which ~~upon~~is ~~these~~likely ~~conditions,~~to ~~under~~occur ~~the~~as ~~Exchange~~a ~~Act,~~result weof ~~are~~our ~~deemed~~management’s plan to beoffer ~~“blank~~a ~~check”~~controlling ~~company~~interest ~~and~~to a ~~“shell~~target ~~company.”~~in ~~Our~~order ~~status~~to asachieve a ~~blank~~tax-free ~~check~~reorganization. ~~company~~This ~~and~~lack of diversification should be considered a ~~shell~~substantial ~~company~~risk in investing in us because it will ~~impact~~not ~~our~~permit ~~Company~~us ~~and~~to ~~stockholders~~offset inpotential ~~many~~losses ~~ways,~~from ~~some~~one ofventure ~~which~~against ~~are~~potential ~~described~~gains ~~below~~from another.

Ramifications of Our Status as a Blank Check Company ~~Status~~ and ~~Securities~~Shell ~~Offerings~~Company

AsAt ~~a blank check company~~present, ~~any~~we ~~offerings~~have ofno ~~our~~revenues, ~~securities~~no ~~under~~assets the Securities Act must comply with Rule 419 promulgated by the SEC under the Securities Act. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and ~~proceeds~~no ofspecific ~~the~~business ~~offering~~plan ~~into an escrow~~ or ~~trust account pending the execution of an agreement for an acquisition or merger~~purpose. InOur ~~addition,~~business anplan ~~issuer~~ is ~~required~~ to ~~file~~seek anew ~~post-effective~~business ~~amendment~~opportunities toby ~~the~~entering ~~registration~~into ~~statement~~a ~~upon~~business ~~the execution of an agreement for such acquisition or merger~~transaction. ~~The~~Based ~~rule~~upon ~~provides~~these ~~procedures~~conditions, ~~for~~under the ~~release~~Exchange ofAct, ~~the~~we ~~offering funds in conjunction with the post effective acquisition or merger. The obligations to file post-effective amendments~~ are indeemed ~~addition~~ to ~~the~~be ~~obligations~~“blank tocheck” ~~file~~company ~~Forms~~and ~~8-K~~a to“shell ~~report~~company.” ~~for~~Our ~~both~~status ~~the~~as ~~entry into~~ a ~~material~~blank ~~definitive~~check ~~(non-ordinary~~company ~~course of business) agreement~~ and ~~the completion of the transaction. Rule 419 applies to both primary and re-sale or secondary offerings. Within five (5) days of filing~~ a ~~post-effective~~shell ~~amendment~~company ~~setting~~will ~~forth~~impact ~~the~~our ~~proposed terms of an acquisition, the~~ Company ~~must notify each investor whose shares are in escrow. Each investor then has no fewer than 20~~ and nostockholders ~~greater than 45 business days to notify the Company~~ in ~~writing~~many ifways, ~~they~~some ~~elect~~of towhich ~~remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors~~ are ~~allotted~~described ~~this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction~~below.

~~Shell~~Blank Check Company Status and Securities Offerings

WeAs ~~are~~ a ~~shell~~blank check company, asany ~~defined~~offerings inof our securities under the Securities Act must comply with Rule ~~405~~419 promulgated by the SEC under the Securities Act. ARule ~~shell~~419 requires that a blank check company isfiling ~~one~~a ~~that~~registration ~~has~~statement nodeposit orthe ~~nominal~~securities ~~operations~~being offered and ~~either:~~proceeds ~~(i)~~of nothe offering into an escrow or ~~nominal~~trust ~~assets;~~account pending the execution of an agreement for an acquisition or ~~(ii)~~merger. ~~assets~~In ~~consisting~~addition, ~~primarily~~an issuer is required to file a post-effective amendment to the registration statement upon the execution of ~~cash~~an agreement for such acquisition or ~~cash~~merger. ~~equivalents~~The rule provides procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. AsThe aobligations ~~shell~~to ~~company,~~file wepost-effective amendments are ~~subject~~in addition to ~~various~~the ~~laws,~~obligations ~~regulations~~to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and ~~restrictions,~~the ~~including~~completion ~~that~~of wethe ~~will~~transaction. beRule ~~subject~~419 applies to ~~restrictions~~both onprimary ~~our~~and ~~use~~re-sale or secondary offerings. Within five (5) days of ~~Form~~filing Sa post-8effective toamendment ~~register~~setting ~~stock~~forth ~~that~~the weproposed ~~may~~terms ~~issue~~of toan ~~our~~acquisition, ~~employees~~the ~~and~~Company ~~consultants~~must notify each investor whose shares are in escrow. Each investor then has no fewer than 20 and ~~you~~no ~~will~~greater bethan ~~subject~~45 business days to ~~restrictions~~notify ~~from~~the ~~relying~~Company onin ~~Rule~~writing ~~144~~if ~~for~~they elect to remain an investor. A failure to reply indicates that the ~~resale~~person ofhas ~~your~~elected ~~common~~to ~~stock~~not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, asacquisition ~~described~~agreements ~~below~~should be conditioned upon enough funds remaining in escrow to close the transaction.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company. Status

7We ~~Table~~are a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of ~~Contents~~cash or cash equivalents. As a shell company, we are subject to various laws, regulations and restrictions, including that we will be subject to restrictions on our use of Form S-8 to register stock that we may issue to our employees and consultants and you will be subject to restrictions from relying on Rule 144 for the resale of your common stock, as described below.

~~Rule~~7 ~~144~~Table ~~under the Act provides an exemption from the registration requirements~~ of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However, Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours or any issuer that has been at any time previously a shell company, except if the following conditions are met:Contents

·Shell ~~The~~companies ~~issuer~~are ofprohibited ~~the~~from using Form S-8 to register securities ~~that~~under ~~was~~the ~~formerly~~Securities aAct. ~~shell~~If a company ~~has~~ceases ~~ceased~~ to be a shell company;, ·it ~~The~~may ~~issuer~~use ofForm ~~the~~S-8 ~~securities~~sixty iscalendar ~~subject~~days toafter the ~~reporting~~date ~~requirements~~on ofwhich ~~Section~~it 13makes orrequired ~~15(d)~~filings ofwith the ~~Exchange~~SEC ~~Act;~~disclosing ·the ~~The~~cessation ~~issuer~~ of ~~the~~its ~~securities~~status as shell company, provided it has filed all ~~Exchange Act~~ reports and ~~material~~other materials required to be filed, asunder ~~applicable,~~the Exchange Act during the preceding 12 months (or for such shorter period that ~~the~~it ~~issuer~~has ~~was~~been required to file such reports and materials) after the company files “Form 10 information,” ~~other~~which ~~than~~is ~~current~~information ~~reports~~that a company would be required to file in a registration statement on Form ~~8-K;~~10 ~~and~~if ·it Atwere ~~least~~registering ~~one~~a ~~year~~class ~~has~~of ~~elapsed~~securities ~~from~~under ~~the~~Section ~~time~~12 ~~that~~of the ~~issuer~~Exchange ~~filed~~Act. This information would normally be reported on a current ~~comprehensive~~report ~~disclosure~~on ~~with~~Form 8-K reporting the ~~SEC~~completion ~~reflecting~~of ~~its~~a ~~status~~transaction asthat ancaused ~~entity~~the ~~that~~company isto ~~not~~cease being a ~~shell~~Shell ~~company~~Company.

AsRule a144 ~~result~~under ofthe ~~our~~Act ~~classification~~provides asan aexemption ~~shell~~from ~~company, our investors are not permitted to rely on~~ the ~~“safe~~registration ~~harbor”~~requirements ~~provisions~~ of ~~Rule 144, promulgated pursuant to~~ the Securities Act, soand asallows ~~not~~the toholders beof ~~considered~~restricted ~~underwriters~~securities into ~~connection~~sell ~~with~~their ~~the sale of our~~ securities ~~until~~utilizing one ~~year~~of ~~from~~ the ~~date~~provisions ~~that~~of wethis ~~cease to be a shell company~~Rule. ~~This~~However, ~~will~~Rule ~~likely~~144 ~~make~~specifically itprecludes ~~more~~reliance ~~difficult~~by ~~for~~holders usof tosecurities ~~attract additional capital through subsequent unregistered offerings because purchasers~~ of ~~securities~~shell incompanies such ~~unregistered~~as ~~offerings~~ours ~~will~~or ~~not~~any beissuer ~~able~~that tohas ~~resell~~been ~~their~~at ~~securities~~any intime ~~reliance~~previously ona ~~Rule~~shell ~~144~~company, aexcept ~~safe~~if ~~harbor~~the onfollowing ~~which~~conditions ~~holders~~are ~~of restricted securities usually rely to resell securities.~~met:

~~Application~~· The issuer of ~~Penny~~the ~~Stock~~securities ~~Rules~~that was formerly a shell company has ceased to be a shell company; · The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; · The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than current reports on Form 8-K; and · At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

~~Our~~As ~~common~~a ~~stock~~result isof aour ~~“penny~~classification ~~stock,”~~ as ~~defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require~~ a ~~broker-dealer,~~shell ~~among other things~~company, ~~prior~~our toinvestors aare ~~transaction in penny stock~~ not ~~otherwise~~permitted ~~exempt from the rules,~~ to ~~deliver~~rely aon ~~standardized risk disclosure document that provides information about penny stocks and~~ the ~~nature~~“safe ~~and~~harbor” ~~level~~provisions of ~~risks~~Rule in144, ~~the~~promulgated ~~penny~~pursuant ~~stock~~to ~~market. A broker-dealer also must provide~~ the ~~customer~~Securities ~~with current bid and offer quotations for the penny stock~~Act, ~~the~~so ~~compensation~~as ofnot ~~the~~to ~~broker-dealer~~be ~~and~~considered ~~its~~underwriters ~~sales person~~ in ~~the~~connection ~~transaction,~~with ~~and monthly account statements showing~~ the ~~market~~sale ~~value~~ of ~~each~~our ~~penny~~securities ~~stock~~until ~~held~~one inyear ~~the~~from ~~customer’s account. In addition,~~ the ~~penny~~date ~~stock rules require~~ that ~~the~~we ~~broker-dealer,~~cease ~~not~~to ~~otherwise~~be ~~exempt from such rules, must make~~ a ~~special~~shell ~~written~~company. ~~determination~~This ~~that~~will ~~the~~likely ~~penny~~make ~~stock~~it ismore ~~suitable~~difficult for ~~the~~us ~~purchaser and receive the purchaser’s written agreement~~ to ~~the~~attract ~~transaction.~~additional ~~These~~capital ~~disclosure~~through ~~rules~~subsequent ~~have~~unregistered ~~the~~offerings ~~effect~~because ofpurchasers ~~reducing the level~~ of ~~trading~~securities ~~activity~~ in ~~the~~such ~~secondary~~unregistered ~~market~~offerings ~~for~~will anot ~~stock~~be ~~that~~able ~~becomes subject~~ to ~~the~~resell ~~penny~~their ~~stock~~securities ~~rules.~~in Soreliance ~~long~~on asRule ~~our~~144, ~~common~~a ~~stock~~safe isharbor ~~subject~~on towhich ~~the~~holders ~~penny~~of ~~stock~~restricted ~~rules,~~securities itusually ~~may~~rely ~~be more difficult for us and you~~ to ~~sell~~resell ~~your common stock~~securities.

~~Entering~~Application ~~into~~of aPenny ~~Business~~Stock ~~Transaction~~Rules

~~General~~Our common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, among other things, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult for us and you to sell your common stock.

AEntering ~~business transaction may involve the acquisition of, or merger with, an operating or development stage company or the acquisition of assets that we will develop~~ into ana ~~operating~~Business ~~company.~~Transaction

~~Our management has not developed a specific plan or process for identifying a business opportunity~~General. Our business is predicated upon relationships built by management and the ongoing effort to develop new contacts through which our management may be introduced to prospective business opportunities. Moreover, given the wide-ranging variables inherent in our business, management cannot predict when we will effectuate a business transaction, if ever, or the amount of capital we will require for such purpose.

~~Search~~A ~~for~~business atransaction ~~target~~may involve the acquisition of, or merger with, an operating or development stage company or the acquisition of assets that we will develop into an operating company.

AtOur ~~such~~management ~~time~~has asnot wedeveloped ~~affect~~ a ~~business~~specific ~~transaction,~~plan ifor ~~ever,~~process wefor ~~will~~identifying bea ~~impacted by numerous risks inherent in the~~ business ~~and~~opportunity. ~~operations~~Our ~~in connection with such~~ business. ~~The~~is ~~risks~~predicated ~~attendant~~upon torelationships ~~such~~built ~~business~~by ~~opportunity~~management ~~may~~and ~~include~~the ~~risks~~ongoing ~~typical~~effort ofto adevelop ~~financially~~new ~~unstable~~contacts ~~company~~through orwhich anour ~~entity~~management inmay ~~its~~be ~~early~~introduced ~~stage~~to ofprospective ~~development~~business oropportunities. ~~growth~~Moreover, ~~including~~given ~~entities~~the ~~without~~wide-ranging ~~established~~variables ~~records~~inherent ofin ~~sales or earnings. Although~~ our business, management ~~will~~cannot ~~endeavor~~predict towhen ~~evaluate~~we ~~the~~will ~~risks~~effectuate ~~inherent~~a inbusiness atransaction, ~~particular~~if ~~target~~ever, weor ~~cannot~~the ~~assure~~amount ~~you~~of ~~that~~capital we will ~~properly~~require ~~ascertain~~for orsuch ~~assess all significant risk factors~~purpose.

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~~Sources~~Search offor ~~business~~a ~~opportunities~~target.

WeAt ~~intend~~such totime ~~source~~as ~~our~~we ~~target~~affect ~~opportunities~~a ~~from~~business ~~various~~transaction, ~~internal~~if ~~and~~ever, ~~external~~we ~~sources.~~will ~~Business~~be ~~opportunities~~impacted ~~may~~by benumerous ~~brought~~risks toinherent ~~our~~in ~~attention~~the ~~from~~business ~~affiliated~~ and ~~unaffiliated~~operations ~~sources.~~in ~~Our~~connection ~~management~~with ~~may~~such ~~call~~business. ~~upon~~The ~~personal~~risks ~~contacts~~attendant ~~and~~to ~~relationships~~such ~~she~~business ~~and~~opportunity ~~her~~may ~~affiliates~~include ~~have~~risks ~~developed~~typical ~~and~~of ~~maintain~~a ~~with~~financially ~~various~~unstable ~~professionals,~~company ~~including~~or ~~accountants,~~an ~~consultants,~~entity ~~bankers,~~in ~~attorneys~~its ~~and~~early ~~other~~stage ~~advisors.~~of Indevelopment ~~addition~~or growth, ~~management~~including ~~may~~entities ~~initiate~~without ~~formal~~established orrecords ~~informal~~of ~~inquiries~~sales or ~~attend trade shows or conventions~~earnings. InAlthough noour ~~event~~management will ~~any~~endeavor ofto ~~our~~evaluate ~~affiliates~~the berisks ~~paid~~inherent ~~any~~in ~~finder’s~~a ~~fee~~particular target, ~~consulting~~we ~~fee~~cannot orassure ~~other~~you ~~compensation~~that ~~prior~~we towill orproperly ~~for~~ascertain ~~any~~or ~~services~~assess ~~they~~all ~~render~~significant inrisk ~~connection with the consummation of a business transaction~~factors.

~~Business~~Sources ~~opportunities may be brought to our attention by unaffiliated sources as a result~~ of ~~being solicited by us through calls or mailings. These sources may also introduce us to~~ business opportunities ~~in which they believe we may have an interest~~. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though, to date, we have not engaged any such persons. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a business opportunity, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service or the amount of fees we may pay to them. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.

~~Selection~~We ~~criteria~~intend to source our target opportunities from various internal and external sources. Business opportunities may be brought to our attention from affiliated and unaffiliated sources. Our management may call upon personal contacts and relationships she and her affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors. In addition, management may initiate formal or informal inquiries or attend trade shows or conventions. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render in connection with the consummation of a business ~~opportunity~~transaction.

~~Our~~Business ~~management~~opportunities ~~has~~may ~~virtually~~be ~~unrestricted~~brought ~~flexibility~~to inour ~~identifying~~attention ~~and~~by ~~selecting~~unaffiliated sources as a ~~prospective~~result ~~target~~of being solicited by us through calls or mailings. These sources may also introduce us to business opportunities in which they believe we may have an interest. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though, to date, we have not ~~established~~engaged any ~~specific~~such ~~attributes~~persons. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a business opportunity, the criteria ~~(financial~~to be used in selecting such consultants or ~~otherwise)~~advisors, ~~for~~the ~~prospective~~services ~~business~~to ~~opportunities~~be provided, the term of service or the amount of fees we may pay to them. In ~~evaluating~~the aevent ~~prospective~~that we retain the services of professional firms or other individuals that specialize in business ~~opportunity~~acquisitions, ~~our~~we ~~management~~may ~~will~~pay ~~consider~~a finder’s fee, ~~among~~consulting fee or other ~~factors,~~compensation ~~the~~to ~~following:~~be determined in an arm’s length negotiation.

·Selection ~~financial~~criteria ~~condition~~for and results of operation; · growth potential; · experience and skill of management and availability of additional personnel; · capital requirements; · competitive position; · barriers to entry in the industry; · stage of development of the products, processes or services; · degree of current or potential market acceptance of the products, processes or services; · proprietary features and degree of intellectual property or other protection of the products, processes or services; · regulatory environment within the industry; and · the costs associated with affecting the business transaction with a ~~particular~~ business opportunity.

~~These~~Our ~~criteria~~management ~~are~~has ~~not~~virtually ~~intended~~unrestricted toflexibility bein ~~exhaustive~~identifying orand toselecting ina ~~any~~prospective ~~way~~target. ~~limit~~We ~~the~~have ~~board~~not ofestablished ~~director’s~~any ~~unrestricted~~specific ~~discretion~~attributes toor ~~enter~~criteria ~~into~~(financial aor ~~business~~otherwise) ~~transaction~~ for ~~any~~prospective business ~~opportunity~~opportunities. ~~Any~~In ~~evaluation~~evaluating ~~relating to the merits of~~ a ~~particular~~prospective business ~~transaction will be based~~opportunity, toour ~~the~~management ~~extent~~will ~~relevant~~consider, onamong ~~the~~other ~~above~~ factors, asthe ~~well as other considerations deemed relevant by our management.~~following:

We· ~~will not target a business if audited~~ financial ~~statements~~condition ~~based~~and onresults ~~United~~of ~~States~~operation; ~~generally~~· ~~accepted~~growth ~~accounting~~potential; ~~principles~~· orexperience ~~International~~and ~~Financial~~skill ~~Reporting~~of ~~Standards~~management ~~cannot~~and beavailability ~~prepared~~of ~~for~~additional ~~the~~personnel; ~~target~~· ~~business.~~capital ~~The~~requirements; ~~Company~~· ~~cannot~~competitive ~~assure~~position; ~~you~~· ~~that~~barriers ~~any~~to ~~particular~~entry ~~target~~in ~~business identified by~~ the ~~Company~~industry; as· astage ~~potential~~of ~~acquisition~~development ~~candidate~~of ~~will~~the ~~have~~products, ~~financial~~processes ~~statements~~or ~~prepared~~services; in· ~~accordance~~degree ~~with~~of ~~such~~current ~~accounting standards~~ or ~~that the~~ potential ~~target~~market ~~business~~acceptance ~~will~~of bethe ~~able~~products, toprocesses ~~prepare~~or ~~its~~services; ~~financial~~· ~~statements~~proprietary infeatures ~~accordance~~and ~~with~~degree ~~such~~of ~~standards.~~intellectual Toproperty ~~the~~or ~~extent~~other ~~that~~protection ~~this~~of ~~requirement~~the ~~cannot be met~~products, ~~the~~processes ~~Company~~or ~~may~~services; ~~not~~· beregulatory ~~able~~environment towithin ~~acquire~~ the ~~proposed~~industry; ~~target~~and ~~business.~~· ~~While this may limit~~ the ~~pool~~costs ofassociated ~~potential~~with ~~acquisition~~affecting ~~candidates,~~ the ~~Company~~business ~~does~~transaction ~~not~~with ~~believe~~a ~~that~~particular ~~this~~business ~~limitation will be material~~opportunity.

~~Our~~These ~~shares~~criteria ~~of common stock~~ are ~~currently~~not ~~quoted~~intended onto ~~the OTC Markets and may~~ be ~~prohibited~~exhaustive ~~from trading on a national exchange~~ or ~~“over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable~~ to inspect or fully investigate our auditor and as a result the exchange or OTC Markets where our securities are traded or quoted may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which became effective in ~~December~~any ~~2022,~~way ~~amending~~limit the ~~HFCAA~~board ~~and~~of ~~requiring the SEC to prohibit an issuer~~director’s ~~securities~~unrestricted ~~from~~discretion ~~trading~~to onenter ~~any~~into ~~U.S.~~a ~~stock~~business ~~exchange~~transaction ~~if its auditor is not subject to PCAOB inspections~~ for ~~two~~any ~~consecutive~~business ~~years instead of three consecutive years~~opportunity. ~~Pursuant~~Any toevaluation ~~the~~relating ~~HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable~~ to ~~inspect or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong. Our independent registered public accounting firm is headquartered in~~ the ~~State~~merits of ~~California and has been inspected by the PCAOB on~~ a ~~regular~~particular ~~basis~~business ~~and~~transaction aswill ~~such~~be based, ~~it is not affected by or subject~~ to the ~~PCAOB’s~~extent ~~Determination Report. On August 26~~relevant, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the ~~need~~above ~~for~~factors aas ~~framework.~~well ~~Notwithstanding~~as ~~the~~other ~~foregoing,~~considerations indeemed ~~the~~relevant ~~future, if there is any regulatory change or step taken~~ by ~~PRC regulators that does not permit~~ our auditor to provide audit documentations located in China to the PCAOB for inspection or investigation, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the Umanagement.~~S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCAA.~~

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~~Recent~~We ~~Regulatory~~will ~~Development~~not target a business if audited financial statements based on United States generally accepted accounting principles or International Financial Reporting Standards cannot be prepared for the target business. The Company cannot assure you that any particular target business identified by the Company as a potential acquisition candidate will have financial statements prepared in ~~China~~accordance with such accounting standards or that the potential target business will be able to prepare its financial statements in accordance with such standards. To the extent that this requirement cannot be met, the Company may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, the Company does not believe that this limitation will be material.

AsOur ashares ~~Nevada~~of ~~company~~common ~~with~~stock ~~minimum~~are ~~operations~~currently ~~and~~quoted ~~without~~on ~~any~~the ~~subsidiary,~~OTC weMarkets ~~are~~and ~~not~~may ~~required~~be toprohibited ~~obtain~~from ~~any~~trading ~~permission~~on a national exchange or ~~approval~~“over-the-counter” ~~from~~markets ~~any~~under ~~Chinese~~the ~~authority~~Holding toForeign ~~operate~~Companies ~~the~~Accountable ~~Company~~Act ~~and~~(the to“HFCAA”) ~~offer~~if the ~~securities~~Public toCompany ~~non-Chinese~~Accounting ~~investors.~~Oversight IfBoard we(“PCAOB”) ~~consummate~~determines ~~the~~that ~~business~~it ~~combination~~is ~~with~~unable ato ~~China-based~~inspect ~~company~~or ~~operating~~fully ~~primarily~~investigate inour ~~China, we~~auditor ~~will~~and beas ~~subject~~a toresult the ~~legal~~exchange ~~and~~or ~~operational~~OTC ~~risks~~Markets ~~associated~~where ~~with~~our ~~having~~securities ~~substantially~~are ~~all~~traded ofor ~~our~~quoted ~~operations~~may indelist ~~China~~our securities. Furthermore, ~~including~~on ~~risks~~June ~~related~~22, to2021, the ~~legal,~~U.S. ~~political~~Senate ~~and~~passed ~~economic~~the ~~policies~~Accelerating ofHolding ~~the~~Foreign ~~Chinese~~Companies ~~government,~~Accountable Act (the ~~relations~~“AHFCAA”), ~~between~~which ~~China~~became ~~and~~effective ~~the~~in ~~United~~December ~~States~~2022, ~~and~~amending ~~changes~~the inHFCAA ~~Chinese~~and ~~laws~~requiring ~~and~~the ~~regulations,~~SEC ~~which~~to ~~could~~prohibit ~~result~~an inissuer’s asecurities ~~material~~from ~~change~~trading inon ~~our~~any ~~operations~~U.S. ~~and/or~~stock ~~cause~~exchange ~~the~~if ~~value~~its ofauditor ~~our~~is ~~common~~not ~~shares~~subject to ~~significantly~~PCAOB ~~decline~~inspections orfor ~~become~~two ~~worthless~~consecutive ~~and~~years ~~affect~~instead ~~our~~of ~~ability~~three toconsecutive ~~offer~~years. orPursuant ~~continue~~ to ~~offer~~the ~~securities~~HFCAA, tothe ~~investors.~~PCAOB ~~The~~issued ~~enforcement~~a ofDetermination ~~laws~~Report ~~and~~on ~~rules~~December ~~and~~16, ~~regulations~~2021, inwhich ~~China~~found ~~can~~that ~~change~~the ~~quickly~~PCAOB ~~with~~was ~~little~~unable ~~advance~~to ~~notice~~inspect ~~and~~or ~~Chinese~~investigate ~~government~~completely ~~may~~certain ~~intervene~~named orregistered ~~influence~~public ~~our~~accounting ~~future~~firms ~~China-based~~headquartered ~~operations~~in atmainland ~~any~~China ~~time~~and Hong Kong. ~~The~~Our ~~Chinese~~independent ~~government~~registered ~~may~~public ~~exert~~accounting ~~substantial~~firm ~~influence~~is ~~over~~headquartered in the ~~manner~~State inof ~~which~~California weand ~~must~~has ~~conduct~~been ~~our~~inspected ~~business~~by ~~activities.~~the WePCAOB ~~are~~on ~~currently~~a ~~not~~regular ~~required~~basis toand ~~obtain~~as ~~any~~such, ~~approval~~it oris ~~permit~~not ~~from~~affected ~~Chinese~~by ~~authorities~~or subject to ~~list~~the onPCAOB’s UDetermination Report.S ~~exchanges~~On orAugust ~~get~~26, ~~quoted~~2022, onthe SEC issued a statement announcing that the ~~OTC~~PCAOB ~~Markets,~~signed ~~however,~~a ifStatement weof ~~were~~Protocol ~~required~~with tothe ~~obtain~~CSRC ~~such~~and ~~approval~~the inMinistry of Finance of the ~~future~~People’s Republic of China governing inspections and ~~were~~investigations ~~denied~~of ~~permission~~audit ~~from~~firms ~~Chinese~~based ~~authorities~~in toChina ~~list~~and Hong Kong, jointly agreeing on the need for a Uframework.S. ~~exchange~~Notwithstanding orthe ~~get~~foregoing, ~~quoted~~in on the ~~OTC Markets~~future, weif ~~would~~there ~~not~~is beany ~~able~~regulatory tochange ~~continue~~or ~~being~~step ~~quoted~~taken onby ~~the~~PRC ~~OTC~~regulators ~~Markets~~that ordoes ~~obtain~~not ~~listing~~permit onour aauditor ~~U.S.~~to ~~exchange~~provide ~~and~~audit ~~the~~documentations ~~value~~located ofin ~~our~~China ~~common~~to ~~shares~~the ~~may~~PCAOB ~~significantly~~for ~~decline~~inspection or ~~become worthless~~investigation, ~~which~~you ~~would~~may ~~materially~~be ~~affect~~deprived of the ~~interest~~benefits of ~~the~~such ~~investors.~~inspection ~~Although~~which ~~our~~could ~~management~~result ~~will~~in ~~endeavor~~limitation or restriction to ~~evaluate~~our access to the ~~risks~~U.S. ~~inherent~~capital inmarkets aand ~~particular~~trading ~~opportunity~~of our securities, weincluding ~~cannot~~trading ~~assure~~on ~~you~~the ~~that~~national weexchange ~~will~~and ~~properly~~trading ~~ascertain~~on or“over-the-counter” ~~assess~~markets, ~~all~~may ~~significant~~be ~~risk~~prohibited ~~factors~~under the HFCAA.

~~If,~~Recent ~~upon~~Regulatory ~~consummation~~Development ~~of the acquisition of an operating company, we conduct a majority of our operations through an operating entity established~~ in the PRC, which has entered into the VIE agreements with us or any of our subsidiaries, you will not hold equity interest in the Chinese operating entities and your investment in us will face risks associated with such VIE contractual arrangements. The VIE Agreements or the contractual structure is used to provide non-Chinese investors with exposure to foreign investment in China-based companies where Chinese laws impose certain restrictions on foreign ownership over such companies of certain categories. The VIE Agreements are not equivalent to an equity ownership in the PRC operating entities and the investors may never hold equity interests in such PRC operating entities unless the VIE Agreements are replaced with the direct ownership of such PRC operating companies. The VIE Agreements or such corporate structure have not been tested in court in the PRC. If we are involved with the VIE agreements after the completion of the acquisition of any China-based company, the changes of interpretation or determination of the VIE agreements under the PRC laws and regulations may result in our inability to assert contractual control over the assets in the PRC, which may constitute substantially all of our future operations.

~~Our~~As ~~shares~~a ofNevada ~~common~~company ~~stock~~with minimum operations and without any subsidiary, we are ~~shares~~not ofrequired ~~Yong~~to ~~Bai~~obtain ~~Chao~~any ~~New~~permission ~~Retail~~or ~~Corp,~~approval from any Chinese authority to operate the ~~Nevada~~Company ~~company~~and ~~that~~to ~~may,~~offer ~~after~~the securities to non-Chinese investors. If we consummate the business combination with a ~~Chinese~~China-based company operating ~~company.~~primarily Asin anChina, we ~~investor~~will be subject to the legal and operational risks associated with having substantially all of our ~~common~~operations ~~stock~~in China, ~~you~~including ~~may~~risks ~~never~~related ~~directly~~to ~~hold~~the ~~equity~~legal, ~~interests~~political ~~in the~~and ~~Chinese~~economic ~~operating~~policies ~~company~~of ifthe Chinese government, the ~~VIE~~relations ~~structure~~between isChina ~~implemented.~~and ~~There~~the isUnited aStates, ~~risk~~and ~~that~~changes ~~the~~in Chinese ~~government~~laws ~~may~~and regulations, which could result in ~~the~~a ~~future~~material ~~seek~~change toin ~~affect~~our operations and/or cause the value of ~~any~~our ~~company~~common ~~with~~shares ~~any~~to ~~level~~significantly ofdecline ~~operations~~or inbecome ~~the~~worthless ~~PRC,~~and ~~including~~affect ~~its~~our ability to offer ~~securities~~or continue to ~~foreign~~offer ~~investors,~~securities ~~list~~to ~~its~~investors. ~~securities~~The onenforcement aof ~~U.S.~~laws orand ~~other~~rules ~~foreign~~and ~~exchange,~~regulations ~~conduct~~in ~~its~~China ~~business~~can orchange ~~accept~~quickly ~~foreign~~with ~~investment.~~little ~~Substantial~~advance ~~uncertainties~~notice and ~~restrictions~~Chinese ~~with~~government ~~respect~~may tointervene ~~the~~or ~~political~~influence ~~and~~our ~~economic~~future ~~policies~~China-based ofoperations ~~the~~at ~~PRC~~any time. The Chinese government ~~and~~may ~~PRC~~exert ~~laws~~substantial ~~and~~influence ~~regulations~~over ~~could~~the ~~have~~manner ain ~~significant~~which ~~impact~~we ~~upon~~must ~~the~~conduct our business ~~that~~activities. weWe ~~may~~are becurrently ~~able~~not required to ~~conduct~~obtain inany ~~the~~approval ~~PRC~~or ~~and~~permit ~~accordingly~~from onChinese ~~the~~authorities ~~results~~to oflist ~~our~~on ~~operations~~U.S ~~and~~exchanges ~~financial~~or ~~condition.~~get Ifquoted on the ~~Chinese~~OTC ~~regulatory~~Markets, ~~authorities~~however, ~~disallowed~~if ~~the~~we ~~VIE~~were ~~structure~~required orto ~~any~~obtain orsuch ~~all~~approval ofin the ~~foregoing~~future and were todenied ~~occur,~~permission ~~after~~from ~~the~~Chinese ~~business~~authorities ~~combination~~to ~~with~~list on a ~~Chinese~~U.S. ~~operating~~exchange ~~company,~~or itget ~~could,~~quoted inon ~~turn~~the OTC Markets, ~~result~~we inwould anot ~~material~~be ~~change~~able into continue being quoted on the ~~Company’s~~OTC ~~operations~~Markets ~~and/~~or obtain listing on a U.S. exchange and the value of ~~its~~our common ~~stock~~shares ~~and/or~~may significantly ~~limit~~decline or ~~completely~~become ~~hinder~~worthless, ~~its~~which ~~ability~~would tomaterially ~~offer~~affect orthe ~~continue~~interest toof ~~offer~~the ~~securities~~investors. toAlthough ~~investors~~our ~~and~~management ~~cause~~will endeavor to evaluate the ~~value~~risks ofinherent ~~such~~in ~~securities~~a toparticular ~~significantly~~opportunity, ~~decline~~we cannot assure you that we will properly ascertain or ~~become~~assess ~~worthless~~all significant risk factors.

10If, ~~Table~~upon consummation of ~~Contents~~the acquisition of an operating company, we conduct a majority of our operations through an operating entity established in the PRC, which has entered into the VIE agreements with us or any of our subsidiaries, you will not hold equity interest in the Chinese operating entities and your investment in us will face risks associated with such VIE contractual arrangements. The VIE Agreements or the contractual structure is used to provide non-Chinese investors with exposure to foreign investment in China-based companies where Chinese laws impose certain restrictions on foreign ownership over such companies of certain categories. The VIE Agreements are not equivalent to an equity ownership in the PRC operating entities and the investors may never hold equity interests in such PRC operating entities unless the VIE Agreements are replaced with the direct ownership of such PRC operating companies. The VIE Agreements or such corporate structure have not been tested in court in the PRC. If we are involved with the VIE agreements after the completion of the acquisition of any China-based company, the changes of interpretation or determination of the VIE agreements under the PRC laws and regulations may result in our inability to assert contractual control over the assets in the PRC, which may constitute substantially all of our future operations.

~~Recently,~~10 ~~the~~Table ~~PRC government initiated a series~~ of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. On December 28, 2021, thirteen governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), issued the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that an online platform operator, which possesses personal information of at least one million users, must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Because we are currently a shell company and have not consummated the business combination with any Chinese operating companies, we do not possess personal information from more than one million users at this moment, and thus we are currently not subject to the cybersecurity review by the CAC. In addition, as of the date of this report, we were not involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor did we receive any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As of the date of this report, no relevant laws or regulations in the PRC explicitly required us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for our overseas listing or quotation, nor did we receive any inquiry, notice, warning or sanctions regarding our overseas trading of our securities from the CSRC or any other PRC governmental authorities. Also, as of the date of this report, we were not in a monopolistic position.Contents

InOur ~~summary,~~shares ~~the~~of ~~recent~~common ~~statements~~stock ~~and~~are ~~regulatory~~shares ~~actions~~of byYong ~~the~~Bai ~~Chinese~~Chao ~~government~~New ~~related~~Retail toCorp, the ~~use~~Nevada ofcompany ~~variable~~that ~~interest~~may, ~~entities~~after ~~and~~the ~~data~~business ~~security~~combination orwith ~~antimonopoly~~a ~~concerns~~Chinese ~~have~~operating ~~not~~company. ~~affected~~As an investor of our ~~ability~~common tostock, ~~proceed~~you ~~with~~may ~~the~~never ~~acquisition~~directly ~~of a~~hold equity interests in the Chinese operating company orif ~~seek~~the ~~and~~VIE ~~identify~~structure ais ~~new~~implemented. ~~potential~~There ~~acquisition~~is ~~target~~a ~~nor~~risk ~~have~~that ~~affected~~the ~~our~~Chinese ~~ability~~government tomay ~~continue~~in tothe befuture ~~quoted~~seek onto ~~the~~affect ~~OTC~~operations ~~Markets.~~of ~~However,~~any ~~since~~company ~~these~~with ~~statements~~any ~~and~~level ~~regulatory~~of ~~actions~~operations byin the PRC, ~~government~~including ~~are~~its ~~newly~~ability ~~published~~to ~~and~~offer ~~official~~securities ~~guidance~~to ~~and~~foreign ~~related~~investors, ~~implementation~~list ~~rules~~its ~~have~~securities ~~not~~on ~~been~~a ~~issued~~U.S. or other foreign exchange, itconduct isits ~~highly~~business ~~uncertain~~or ~~what~~accept foreign investment. Substantial uncertainties and restrictions with respect to the ~~potential~~political ~~impact~~and ~~such~~economic ~~modified~~policies orof ~~new~~the PRC government and PRC laws and regulations ~~will~~could have ona ~~target~~significant ~~companies,~~impact upon the ~~ability~~business that we may be able to ~~accept~~conduct ~~foreign~~in ~~investments~~the PRC and ~~our~~accordingly ~~ability~~on tothe ~~continue~~results toof ~~trade~~ our ~~common~~operations ~~stock~~and infinancial ~~the U~~condition.S. ~~after~~If wethe ~~consummate~~Chinese aregulatory ~~business~~authorities ~~combination~~disallowed ~~with~~the aVIE ~~company~~structure ~~with~~or ~~all~~any or ~~substantially~~ all of ~~its~~the ~~operations~~foregoing inwere ~~the~~to ~~PRC.~~occur, ~~The~~after ~~Standing~~the ~~Committee~~business ofcombination ~~the~~with ~~National~~a ~~People’s~~Chinese ~~Congress~~operating ~~(the~~company, ~~“SCNPC”)~~it orcould, ~~other~~in ~~PRC~~turn, ~~regulatory~~result ~~authorities~~in ~~may~~a material change in the ~~future~~Company’s ~~promulgate~~operations ~~laws,~~and/or ~~regulations~~the orvalue ~~implementing~~of ~~rules~~its ~~that~~common ~~would~~stock ~~require~~and/or ussignificantly limit or ~~any~~completely ofhinder ~~our~~its ~~future~~ability ~~affiliated~~to ~~entities~~offer or continue to ~~obtain~~offer ~~regulatory~~securities ~~approval~~to ~~from~~investors ~~Chinese~~and ~~authorities~~cause inthe ~~order~~value of such securities to ~~continue~~significantly ~~trading~~decline inor ~~the~~become Uworthless.S.

~~Due~~Recently, ~~Diligence~~the ~~Investigation~~PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. On December 28, 2021, thirteen governmental departments of the PRC, including the Cyberspace Administration of China (the “CAC”), issued the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that an online platform operator, which possesses personal information of at least one million users, must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Because we are currently a shell company and have not consummated the business combination with any Chinese operating companies, we do not possess personal information from more than one million users at this moment, and thus we are currently not subject to the cybersecurity review by the CAC. In addition, as of the date of this report, we were not involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor did we receive any inquiry, notice, or sanction related to cybersecurity review under the Cybersecurity Review Measures. As of the date of this report, no relevant laws or regulations in the PRC explicitly required us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for our overseas listing or quotation, nor did we receive any inquiry, notice, warning or sanctions regarding our overseas trading of our securities from the CSRC or any other PRC governmental authorities. Also, as of the date of this report, we were not in a monopolistic position.

In ~~evaluating~~summary, athe ~~prospective~~recent ~~business~~statements ~~opportunity,~~and weregulatory ~~will~~actions ~~conduct~~by asthe ~~extensive~~Chinese agovernment ~~due~~related ~~diligence~~to ~~review~~the use of ~~potential~~variable ~~targets~~interest asentities ~~reasonably~~and ~~possible.~~data ~~Our~~security ~~review~~or ~~will~~antimonopoly beconcerns ~~constrained~~have bynot affected our ~~limited~~ability ~~capital~~to ~~resources,~~proceed ~~lack~~with the acquisition of a ~~full-time~~Chinese ~~employees~~operating company or seek and ~~management’s~~identify ~~inexperience~~a innew ~~such~~potential ~~endeavors.~~acquisition Wetarget ~~may~~nor ~~enter~~have ~~into~~affected aour ~~business~~ability ~~transaction~~to ~~with~~continue ato ~~privately~~be ~~held~~quoted ~~company~~on inthe ~~its~~OTC ~~early~~Markets. ~~stages~~However, ofsince ~~development~~these orstatements ~~that~~and ~~has~~regulatory ~~only~~actions aby ~~limited~~the ~~operating~~PRC ~~history~~government onare ~~which~~newly wepublished ~~could~~and ~~base~~official ~~our~~guidance ~~decision.~~and ~~Since~~related ~~little~~implementation ~~public~~rules ~~information~~have ~~typically~~not been issued, it is ~~available~~highly ~~about~~uncertain ~~these~~what ~~companies,~~the wepotential ~~will~~impact besuch ~~required~~modified toor ~~rely~~new laws and regulations will have on target companies, the ability ofto ~~management~~accept toforeign ~~obtain~~investments ~~adequate~~and ~~information~~our ability to ~~evaluate~~continue ~~the~~to ~~potential~~trade ~~risks~~our ~~and~~common ~~returns~~stock ~~from~~in ~~entering~~the ~~into~~U.S. after we consummate a business ~~transaction~~combination with ~~such~~ a company. Wewith ~~expect~~all ~~that~~or ~~our~~substantially ~~due~~all ~~diligence~~of ~~may~~its ~~include,~~operations ~~among~~in ~~other~~the ~~things,~~PRC. ~~meetings~~The ~~with~~Standing Committee of the ~~target~~National ~~business~~People’s ~~incumbent~~Congress ~~management,~~(the an“SCNPC”) ~~inspection~~or ofother ~~its~~PRC ~~facilities~~regulatory ~~and~~authorities amay ~~review~~in ofthe ~~financial~~future ~~and~~promulgate ~~other~~laws, ~~information~~regulations ~~made~~or ~~available~~implementing torules that would require us. ~~This~~or ~~due~~any ~~diligence~~of ~~review~~our ~~will~~future beaffiliated ~~conducted~~entities byto ~~our~~obtain ~~management,~~regulatory ~~possibly~~approval ~~with~~from ~~the~~Chinese ~~assistance~~authorities ofin ~~our~~order ~~counsel,~~to ~~accountants~~continue ortrading ~~other~~in ~~third~~the ~~parties~~U.S.

~~Our~~11 ~~financial~~Table ~~and personnel limitations may render it impractical for us to conduct an exhaustive investigation and analysis~~ of a target candidate before we consummate a business transaction. Management’s decisions, therefore, will likely be made without detailed feasibility studies, independent analyses and market surveys or other methodologies which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals, promoters, sponsors or others associated with the business opportunity seeking our participation.Contents

11Due ~~Table~~Diligence ~~of Contents~~Investigation.

WeIn ~~expect~~evaluating toa ~~utilize~~prospective ~~our~~business ~~capital stock~~opportunity, ~~debt~~we orwill conduct as extensive a ~~combination~~due diligence review of potential targets as reasonably possible. Our review will be constrained by our limited capital ~~stock~~resources, lack of full-time employees and ~~debt,~~management’s inexperience in ~~effecting~~such endeavors. We may enter into a business transaction with a privately held company in its early stages of development or that has only a limited operating history on which we could base our decision. ItSince ~~may~~little public information typically is available about these companies, we will be ~~expected~~required ~~that~~to rely on the ability of management to obtain adequate information to evaluate the potential risks and returns from entering into a business transaction ~~will~~with ~~involve~~such a company. We expect that our due diligence may include, among other things, meetings with the ~~issuance~~target business’s incumbent management, an inspection of ~~restricted~~its ~~shares~~facilities and a review of ~~capital~~financial ~~stock~~and other information made available to us. ~~The~~This ~~issuance~~due ofdiligence ~~additional~~review ~~shares~~will be conducted by our management, possibly with the assistance of our ~~capital~~counsel, ~~stock:~~accountants or other third parties.

·Our financial and personnel limitations may ~~reduce~~render ~~the~~it ~~equity~~impractical ~~interest~~for ofus ~~our~~to ~~existing~~conduct ~~stockholders;~~an ·exhaustive ~~may~~investigation ~~cause~~and analysis of a ~~change~~target incandidate ~~control~~before ifwe consummate a ~~substantial~~business ~~number~~transaction. ofManagement’s ~~our~~decisions, ~~shares~~therefore, ofwill ~~capital~~likely ~~stock~~be ~~are~~made ~~issued~~without detailed feasibility studies, independent analyses and ~~most~~market ~~likely~~surveys ~~will~~or ~~also~~other ~~result~~methodologies inwhich, ~~the~~if ~~resignation~~we orhad ~~removal~~more offunds ~~our~~available ~~present~~to ~~officer~~us, ~~and~~would ~~director;~~be ~~and~~desirable. ·We ~~may~~will ~~adversely~~be ~~affect~~particularly dependent in making decisions upon information provided by the ~~prevailing~~principals, ~~market~~promoters, ~~price~~sponsors ~~for~~or ~~our~~others ~~common~~associated ~~stock~~with the business opportunity seeking our participation.

~~Similarly,~~We ifexpect weto ~~issued~~utilize ~~debt~~our ~~securities~~capital stock, itdebt ~~could~~or ~~result~~a combination of capital stock and debt, in effecting a business transaction. It may be expected that entering into a business transaction will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

· ~~default~~may ~~and~~reduce ~~foreclosure~~the onequity ~~our~~interest ~~assets~~of if our ~~operating~~existing ~~revenues after a business combination were insufficient to pay our debt obligations~~stockholders; · ~~acceleration~~may ofcause ~~our~~a ~~obligations~~change toin ~~repay~~control ~~the indebtedness even~~ if wea ~~have~~substantial ~~made~~number ~~all~~of ~~principal~~our ~~and~~shares ~~interest payments when due if the debt security contained covenants that required the maintenance~~ of ~~certain~~capital ~~financial~~stock ~~ratios~~are orissued, ~~reserves~~ and ~~any~~most ~~such~~likely ~~covenants~~will ~~were~~also ~~breached~~result ~~without~~in athe ~~waiver~~resignation or ~~renegotiations~~removal of ~~such covenants; ·~~ our ~~inability~~present toofficer ~~obtain~~and ~~additional~~director; ~~financing,~~and if· ~~necessary,~~may ifadversely affect the ~~debt~~prevailing ~~security~~market ~~contained~~price ~~covenants~~for ~~restricting~~ our ~~ability~~common ~~to obtain additional financing while such security was outstanding~~stock.

~~Upon the consummation of a business combination~~Similarly, ~~the~~if ~~Company~~we ~~will~~issued ~~file~~debt with the Securities and Exchange Commission a current report on Form 8-K to disclose the business transaction, the terms of the transaction and a description of the business and management of the target business, among other things, and will include audited consolidated financial statements of the Company giving effect to the business combination. Holders of the Company’s securities ~~will be able to access the Form 8-K and other filings made by the Company on the EDGAR Company Search page of the Securities and Exchange Commission’s Web site~~, ~~the~~it ~~address~~could ~~for~~result which is www.sec.gov. The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at Room 1518, 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.in:

~~Lack~~· default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations; · acceleration of ~~diversification~~our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants; · our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

WeUpon ~~expect~~the ~~that~~consummation weof ~~will be able to consummate~~ a business ~~transaction with only one candidate given that~~combination, ~~among~~the ~~other~~Company ~~considerations, we~~ will ~~not~~file ~~have~~with the ~~resources~~Securities toand ~~diversify~~Exchange ~~our~~Commission ~~operations. Moreover, given that we likely will offer~~ a ~~controlling~~current ~~interest~~report inon ~~our~~Form ~~Company~~8-K to disclose the ~~persons with which we enter into~~ business transaction ~~in order to achieve a tax-free reorganization~~, the ~~dilution~~terms of ~~interest~~the totransaction ~~present~~ and ~~prospective~~a ~~stockholders~~description ~~will~~of ~~render~~the ~~more~~business ~~than~~and ~~one~~management ~~business~~of ~~transaction~~the ~~unlikely.~~target ~~Therefore~~business, atamong ~~least~~other ~~initially~~things, ~~the~~and ~~prospects~~will ~~for~~include ~~our~~audited ~~success~~consolidated ~~may~~financial bestatements ~~entirely~~of ~~dependent upon~~ the ~~future~~Company ~~performance~~giving ofeffect ato ~~single~~the business ~~and~~combination. weHolders ~~will~~of ~~not~~the ~~benefit~~Company’s ~~from~~securities ~~the~~will ~~possible~~be ~~diversification~~able ofto ~~risks~~access orthe ~~offsetting~~Form of8-K ~~losses~~and ~~that~~other ~~business~~filings ~~transactions~~made ~~with~~by ~~multiple~~the ~~operating~~Company ~~entities~~on ~~would~~the ~~offer.~~EDGAR ByCompany ~~consummating~~Search apage ~~business~~of ~~transaction~~the ~~with~~Securities aand ~~single~~Exchange ~~entity,~~Commission’s ~~our~~Web ~~lack~~site, ofthe ~~diversification~~address ~~may~~for ~~result~~which inis ~~our~~www.sec.gov. ~~dependency~~The ~~upon~~public ~~the~~may ~~development~~read orand ~~market~~copy ~~acceptance~~any ofmaterials athe ~~single~~Company orfiles ~~limited~~with ~~number~~the ofSEC ~~products,~~at ~~processes~~the orSEC’s ~~services~~Public ~~and~~Reference ~~subject~~Room usat toRoom ~~numerous economic~~1518, ~~competitive~~100 ~~and~~F. ~~regulatory~~Street, ~~developments~~N.E., ~~any~~Washington, orD.C. ~~all~~20549. ofThe ~~which~~public may ~~have~~obtain ainformation ~~substantial~~on ~~adverse~~the ~~impact~~operation ~~upon~~of the ~~particular~~Public ~~industry~~Reference inRoom ~~which~~by wecalling ~~may~~the ~~operate~~SEC ~~subsequent~~at ~~to a business transaction~~1-800-SEC-0330.

~~Competition~~Lack of diversification.

We expect that inwe will be able to consummate a business transaction with only one candidate given that, among other considerations, we will not have the ~~course~~resources ofto ~~identifying~~diversify our operations. Moreover, ~~evaluating~~given ~~and~~that ~~selecting~~we likely will offer a ~~target~~controlling ~~for~~interest in our Company to the persons with which we enter into business transaction in order to achieve a tax-free reorganization, the dilution of interest to present and prospective stockholders will render more than one business transaction unlikely. Therefore, weat least initially, the prospects for our success may ~~encounter~~be ~~intense~~entirely ~~competition~~dependent upon the future performance of a single business and we will not benefit from ~~other~~the possible diversification of risks or offsetting of losses that business transactions with multiple operating entities ~~having~~would offer. By consummating a business ~~objective~~transaction ~~similar~~with a single entity, our lack of diversification may result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services and subject us to ~~ours.~~numerous ~~These~~economic, ~~include:~~competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business transaction.

·12 ~~blank~~Table ~~check companies that have raised significant capital through sales~~ of securities registered under federal securities laws that have a business plan similar to ours; · venture capital firms and leveraged buyout firms; and · operating businesses looking to expand their operations through acquisitions.Contents

~~12 Table of Contents~~Competition

~~Many~~We ofexpect ~~these~~that ~~entities~~in ~~are~~the ~~well~~course ~~established,~~of ~~possess significant capital~~identifying, ~~may~~evaluating beand ~~able~~selecting toa ~~offer~~target ~~securities~~ for ~~which~~ a ~~trading market exists and have extensive experience identifying and affecting these types of~~ business ~~transactions directly or through affiliates. Moreover~~transaction, ~~nearly all of these competitors possess greater technical, personnel and other resources than us. In addition,~~ we ~~will~~may ~~experience~~encounter intense competition from other ~~modestly~~entities ~~capitalized~~having ~~shell~~a ~~companies that are seeking to enter into~~ business ~~transactions~~objective ~~with targets~~ similar to ~~those~~ours. weThese ~~expect to pursue.~~include:

If· weblank ~~succeed~~check incompanies ~~closing~~that ahave ~~business~~raised ~~transaction,~~significant ~~there~~capital ~~will~~through ~~be,~~sales inof ~~all~~securities ~~likelihood,~~registered ~~intense~~under ~~competition~~federal ~~from~~securities ~~competitors~~laws ~~within~~that ~~the~~have ~~industry~~a inbusiness ~~which~~plan wesimilar ~~will~~to ~~operate.~~ours; We· ~~cannot~~venture ~~currently~~capital ~~apprise~~firms ~~you~~and ofleveraged ~~these~~buyout ~~risks~~firms; ~~nor~~and ~~can~~· weoperating ~~assure~~businesses ~~you~~looking ~~that, subsequent~~ to aexpand ~~business~~their ~~transaction,~~operations wethrough ~~will have the resources or ability to compete effectively~~acquisitions.

~~Smaller~~Many ~~Reporting~~of ~~Company~~these ~~Status~~entities are well established, possess significant capital, may be able to offer securities for which a trading market exists and have extensive experience identifying and affecting these types of business transactions directly or through affiliates. Moreover, nearly all of these competitors possess greater technical, personnel and other resources than us. In addition, we will experience competition from other modestly capitalized shell companies that are seeking to enter into business transactions with targets similar to those we expect to pursue.

WeIf ~~qualify~~we assucceed ~~a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or it has less than $100 million~~ in ~~annual~~closing ~~revenues and no public float or public float of less than $700 million. To the extent that we remain~~ a ~~smaller~~business ~~reporting company~~transaction, wethere will ~~have~~be, ~~reduced~~in ~~disclosure~~all ~~requirements for our public filings~~likelihood, ~~including:~~intense ~~(1)~~competition ~~less~~from ~~extensive~~competitors ~~narrative~~within ~~disclosure~~the ~~than~~industry ~~required of other reporting companies, particularly~~ in ~~the~~which ~~description~~we ofwill ~~executive~~operate. ~~compensation~~We ~~and~~cannot ~~(2)~~currently ~~the~~apprise ~~requirement~~you ~~to provide only two years~~ of ~~audited~~these ~~financial~~risks ~~statements,~~nor ~~instead~~can ofwe ~~three~~assure ~~years.~~you ~~In addition~~that, ~~until~~subsequent ~~such~~to ~~time~~a asbusiness ~~the public float of our common stock exceeds $75 million~~transaction, we will behave athe ~~non-accelerated~~resources ~~filer~~or ~~and~~ability ~~will not be required~~ to ~~comply~~compete ~~with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act~~effectively.

~~Employees~~ Smaller Reporting Company Status

We ~~have one~~qualify ~~executive~~as ~~officer~~a ~~who~~“smaller ~~has~~reporting ~~other~~company” ~~business~~under ~~interests~~Rule ~~and~~12b-2 ~~who~~of isthe ~~not~~Exchange ~~obligated~~Act, towhich ~~devote~~is ~~any~~defined ~~specific~~as ~~number~~a ofcompany ~~hours~~with toa ~~our~~public ~~matters.~~equity Hefloat ~~intends~~of toless ~~devote~~than ~~only~~$250 asmillion ~~much~~or ~~time~~it ashas heless ~~deems~~than ~~necessary~~$100 tomillion ~~our~~in ~~affairs,~~annual ~~which~~revenues ~~may~~and ~~hinder~~no ~~our~~public ~~ability~~float toor ~~enter~~public ~~into~~float aof ~~business~~less ~~transaction.~~than ~~These~~$700 ~~circumstances~~million. ~~represent~~To athe ~~potential~~extent ~~conflict~~that ofwe ~~interest~~remain ~~between~~a ~~our~~smaller ~~officer~~reporting /company, ~~director~~we ~~and~~will ~~the~~have ~~Company.~~reduced ~~The~~disclosure ~~amount~~requirements offor ~~time~~ our ~~officer~~public ~~will~~filings, ~~devote~~including: to(1) ~~our~~less ~~affairs~~extensive innarrative ~~any~~disclosure ~~time~~than ~~period~~required ~~will~~of ~~vary~~other ~~based~~reporting oncompanies, ~~whether~~particularly ain ~~business~~the ~~opportunity~~description ~~has~~of ~~been~~executive ~~selected~~compensation ~~for~~and (2) the ~~business~~requirement ~~transaction~~to ~~and~~provide ~~the~~only ~~stage~~two years of ~~the~~audited ~~business~~financial ~~transaction~~statements, ~~process~~instead ~~the~~of ~~Company~~three ~~is in~~years. ~~Accordingly~~In addition, ifuntil ~~and~~such ~~when~~time ~~management~~as ~~identifies~~the ~~suitable~~public ~~business~~float ~~opportunities,~~of weour ~~expect~~common ~~that~~stock ~~our~~exceeds ~~management~~$75 ~~will~~million, ~~spend~~we ~~more~~will ~~time~~be ~~investigating~~a ~~such~~non-accelerated ~~business~~filer ~~opportunity~~ and will ~~devote~~not ~~additional~~be ~~time~~required ~~and~~to ~~effort~~comply ~~negotiating~~with ~~and~~the ~~processing~~auditor ~~the~~attestation ~~business~~requirements ~~transaction~~of asSection ~~developments~~404(b) ~~warrant~~of the Sarbanes Oxley Act.

~~We do not intend to have any full-time employees prior to the consummation of a business transaction.~~Employees

~~Item~~We 1Ahave one executive officer who has other business interests and who is not obligated to devote any specific number of hours to our matters. ~~Risk~~He ~~Factors~~intends to devote only as much time as he deems necessary to our affairs, which may hinder our ability to enter into a business transaction. These circumstances represent a potential conflict of interest between our officer / director and the Company. The amount of time our officer will devote to our affairs in any time period will vary based on whether a business opportunity has been selected for the business transaction and the stage of the business transaction process the Company is in. Accordingly, if and when management identifies suitable business opportunities, we expect that our management will spend more time investigating such business opportunity and will devote additional time and effort negotiating and processing the business transaction as developments warrant.

AsWe ado ~~smaller~~not ~~reporting~~intend ~~company,~~to ashave ~~defined~~any ~~by Rule 12b~~full-2time ofemployees ~~the~~prior ~~Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected~~ to ~~comply with certain scaled disclosure reporting obligations, and therefore does not have to provide~~ the ~~information~~consummation ~~required~~of bya ~~this~~business ~~item~~transaction.

~~ITEM~~13 ~~1B.~~Table ~~UNRESOLVED~~of ~~STAFF COMMENTS~~Contents

~~None~~Item 1A. RISK FACTORS.

~~ITEM~~As a smaller reporting company, as defined by Rule 12b-2. ~~PROPERTIES~~of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.

WeITEM ~~maintain our principal executive offices at 3209, South Building, Building 3, No~~1B. 39UNRESOLVED ~~Hulan~~STAFF ~~West Road, Baoshan District Shanghai PRC~~COMMENTS. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a business transaction, if ever.

~~ITEM 3~~None. ~~LEGAL PROCEEDINGS~~

WeITEM ~~are~~2. ~~not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us~~PROPERTIES.

~~ITEM~~We 4maintain our principal executive offices at 3209, South Building, Building 3, No. ~~MINE~~39 ~~SAFETY~~Hulan ~~DISCLOSURES~~West Road, Baoshan District Shanghai PRC. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a business transaction, if ever.

~~Not~~ITEM ~~applicable~~3. LEGAL PROCEEDINGS.

13We ~~Table~~are not presently a party to any material litigation, nor to the knowledge of ~~Contents~~management is any litigation threatened against us that may materially affect us.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES.

~~ITEM~~Not 5applicable. ~~MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES~~

~~Market~~14 ~~Information~~Table of Contents

~~Shares~~PART ~~of our common stock are quoted on the OTC Pink under the symbol “YBCN”. As of April 3, 2024, the last closing bid price of our securities was $0.0062.~~II

Quarterly period	High		Low
Fiscal year ended December 31, 2023:
Fourth Quarter	$	0.0390	$	0.01
Third Quarter	$	0.0465	$	0.0210
Second Quarter	$	0.0650	$	0.0260
First Quarter	$	0.0490	$	0.0070
Fiscal year ended December 31, 2022:
Fourth Quarter	$	0.0596	$	0.0240
Third Quarter	$	0.09	$	0.0112
Second Quarter	$	0.0596	$	0.0250
First Quarter	$	0.565	$	0.0175

Market Information

~~Holders~~Shares of our common stock are quoted on the OTC Pink under the symbol “YBCN”. As of April 7, 2024, the last closing bid price of our securities was $0.0062.

AsThe offollowing ~~April~~table ~~10,~~sets ~~2024~~forth, wefor ~~had~~the 37fiscal ~~record~~quarters ~~holders~~indicated, the high and ~~189,120,068~~low ~~shares~~bid ofinformation for our common stock, ~~outstanding~~as reported on the Pink Sheets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Dividends

Quarterly period	High		Low
Fiscal year ended December 31, 2024:
Fourth Quarter	$	0.0298	$	0.0031
Third Quarter	$	0.0305	$	0.0031
Second Quarter	$	0.0144	$	0.0050
First Quarter	$	0.0185	$	0.0003


Fiscal year ended December 31, 2023:
Fourth Quarter	$	0.0390	$	0.01
Third Quarter	$	0.0465	$	0.0210
Second Quarter	$	0.0650	$	0.0260
First Quarter	$	0.0490	$	0.0070

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.Holders

~~Recent~~As ~~Sales~~of April 7, 2025, we had 37 record holders and 189,120,068 shares of ~~Unregistered~~common ~~Securities~~stock outstanding.

~~None.~~Dividends

~~Securities~~We ~~Authorized~~have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for ~~Issuance~~use ~~under~~in ~~Equity~~the ~~Compensation~~operation ~~Plans~~and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

~~The~~Recent ~~Company~~Sales ~~does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance~~ of ~~any~~Unregistered ~~of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.~~Securities

~~Issuer Purchases of Equity Securities~~None.

~~None.~~Securities Authorized for Issuance under Equity Compensation Plans

~~ITEM~~The 6Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. ~~[RESERVED]~~The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

14Issuer ~~Table~~Purchases of ~~Contents~~Equity Securities

~~ITEM 7~~None. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Statements,~~ITEM other than historical facts, contained in this Annual Report on Form 10-K, including statements of potential acquisitions and our strategies, plans and objectives, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)6. Although we believe that our forward-looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected[RESERVED]. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; political and economic conditions; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

~~When~~15 ~~used~~Table in this Form 10-K, the words, “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of ~~important reasons.~~Contents

~~Overview~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Yong~~Statements, ~~Bai~~other ~~Chao~~than ~~New~~historical ~~Retail~~facts, ~~Corporation~~contained ~~f/k/a~~in ~~Environmental~~this ~~Control~~Annual ~~Corp.~~Report ~~(“we~~on Form 10-K,” ~~“us~~including statements of potential acquisitions and our strategies,” ~~the~~plans and objectives, are “~~Company~~forward-looking statements” orwithin ~~like~~the ~~terms~~meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), ~~was~~and ~~incorporated~~Section in21E of the ~~State~~Securities Exchange Act of ~~Nevada~~1934, as amended (the “Exchange Act”). Although we believe that our forward-looking statements are based on ~~February~~reasonable 17assumptions, ~~2004~~we ~~under~~caution ~~the~~that ~~name~~such ~~Boss~~statements ~~Minerals~~are subject to a wide range of risks, ~~Inc~~trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to ~~pursue~~differ materially from the ~~exploration~~forward ~~and~~looking ~~development~~statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of ~~mining~~the ~~claims~~target ~~located~~company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; political and economic conditions; and conditions in ~~British~~the ~~Columbia,~~capital ~~Canada~~markets. We undertake no duty to update or revise these forward-looking statements.

~~During~~When ~~the~~used ~~quarter~~in ~~ended~~this ~~June 30, 2004, the Company filed a registration statement on~~ Form SB10-2K, ~~with~~ the ~~Securities~~words, ~~and~~“expect,” ~~Exchange~~“anticipate,” ~~Commission~~“intend,” (“~~SEC~~plan,”) to“believe,” ~~register~~“seek,” ~~shares~~“estimate” ofand ~~common~~similar ~~stock~~expressions ~~for~~are ~~public~~intended ~~resale~~to byidentify ~~certain~~forward-looking ~~stockholders identified in the registration statement. Upon the effective date of the registration statement~~statements, ~~the~~although ~~Company~~not ~~became~~all ~~subject~~forward-looking tostatements ~~the~~contain ~~reporting~~these ~~requirements~~identifying ofwords. ~~Section~~Because ~~12(b)~~these ~~under~~forward-looking ~~the~~statements ~~Securities~~involve ~~Exchange~~risks ~~Act~~and ~~of 1934~~uncertainties, asactual ~~amended~~results ~~(the~~could ~~“Exchange~~differ ~~Act”)~~materially ~~and~~from ~~commenced~~those ~~filing~~expressed ~~reports~~or ~~under~~implied ~~the~~by ~~Exchange~~these ~~Act~~forward-looking ~~through~~statements ~~the~~for ~~quarter~~a ~~ended~~number ~~June~~of ~~30,~~important ~~2012~~reasons.

OnYong ~~May~~Bai 2,Chao ~~2016,~~New ~~the~~Retail ~~Eighth~~Corporation ~~Judicial~~f/k/a ~~District~~Environmental ~~Court~~Control ofCorp. ~~Nevada entered an order appointing Bryan Glass as custodian of the Company~~(“we,” ~~authorizing and directing him to~~“us,” ~~among other things, take any action reasonable, prudent and for~~ the ~~benefit of the~~ “Company,” ~~including~~or ~~reinstating~~like ~~the Company under Nevada law, appointing officers, and convening an annual meeting of stockholders (the “Order”~~terms). ~~Mr. Glass~~ was aincorporated ~~shareholder~~in of the ~~Company~~State ~~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 toon beFebruary 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 fees17, ~~and~~2004 ~~such~~under ~~applications may or may not be successful. If~~ the ~~court~~name ~~approves~~Boss ~~the application~~Minerals, MrInc. ~~Glass is appointed~~ to ~~serve~~pursue as the ~~custodian~~exploration ofand ~~such~~development ~~corporations. In the past, he either has contributed assets or sold them to third parties. Thereafter, the board~~ of ~~directors~~mining ~~and~~claims ~~Mr.~~located ~~Glass,~~ in ~~his~~British ~~role as custodian~~Columbia, ~~appointed himself to serve as the President of the Company~~Canada.

OnDuring ~~May~~the 5quarter ended June 30, ~~2016~~2004, the Company filed a ~~Certificate~~registration ofstatement ~~Reinstatement~~on Form SB-2 with the ~~state~~Securities ofand ~~Nevada~~Exchange Commission (“SEC”) to ~~reestablish~~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’s ~~existence~~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.

OnIn ~~May~~March 92006, ~~2016,~~ the ~~board~~Company ofacquired ~~directors and Bryan Glass, in~~ the ~~exercise~~assets of ~~his~~Environmental ~~power~~Control ~~as the court-appointed custodian of the Company~~Corporation, ~~appointed~~which ~~Bryan~~developed ~~Glass~~vehicle asemission ~~our~~control ~~President,~~devices ~~Secretary~~ and ~~Treasurer~~filed ~~and~~a ~~authorized~~certificate ~~the issuance~~ of ~~60,000,000~~amendment ~~shares of stock~~ to ~~Mr.~~its ~~Glass~~articles ~~for an aggregate price~~ of ~~$60,000,~~incorporation ~~which~~in ~~sum~~April ~~was~~2013 ~~paid~~to bychange ~~the~~its ~~performance~~name ~~of services~~ to ~~the~~Environmental ~~Company~~Control ~~and the reimbursement of expenses incurred by Mr~~Corp. ~~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~~filed ~~other~~reports ~~filings~~under ~~to bring~~ the ~~Company~~Exchange ~~current~~Act ~~under~~through the ~~requirements~~quarter ofended ~~Nevada~~June ~~corporate law; $1~~30,~~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~~2012.

15On ~~Table~~May 2, 2016, the Eighth Judicial District Court of ~~Contents~~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 ~~June~~May 155, 2016, the Company ~~held~~filed a ~~stockholders’~~Certificate ~~meeting~~of atReinstatement ~~which~~with the ~~stockholders~~state ~~adopted Amended and Restated Articles~~ of ~~Incorporation~~Nevada ofto ~~the~~reestablish ~~Company under which~~ the Company’s ~~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~~existence.

In16 ~~December~~Table ~~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.Contents

On May 229, ~~2019~~2016, the ~~Company~~board ~~filed~~of adirectors ~~Form~~and 15Bryan ~~with~~Glass, in the ~~SEC~~exercise ~~terminating~~of his power as the ~~registration~~court-appointed custodian of ~~its~~the ~~class~~Company, appointed Bryan Glass as our President, Secretary and Treasurer and authorized the issuance of ~~common~~60,000,000 shares of stock ~~under~~to ~~Section~~Mr. ~~12(g)~~Glass for an aggregate price of $60,000, which sum was paid by the ~~Exchange~~performance ~~Act~~of services to the Company and ~~its~~the ~~duty~~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 ~~file~~the ~~periodic~~state of Nevada for fees in connection with reinstating the Company and other ~~reports~~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 ~~SEC~~amendment to the articles of incorporation.

On ~~December~~June 1215, ~~2019~~2016, the Company ~~filed~~held a ~~registration~~stockholders’ ~~statement~~meeting onat ~~Form~~which 10the tostockholders ~~register~~adopted ~~its~~Amended ~~class~~and Restated Articles of ~~common~~Incorporation ~~stock~~of the Company under which the ~~Exchange~~Company ~~Act,~~increased ~~and~~ the ~~registration~~total ~~statement~~number ~~automatically~~of ~~became~~shares ~~effective~~it inis ~~February~~authorized ~~2020~~to issue to 190 million shares consisting of 180 million shares of common stock and 10 million shares of blank check preferred stock.

OnIn ~~June~~December 292018, ~~2021,~~Mr. ~~Lili~~Glass ~~Xin,~~sold ~~our~~60 ~~former~~million ~~Chief~~shares ~~Executive~~of ~~Officer~~common stock, ~~Chief~~representing ~~Financial~~all ~~Officer,~~of ~~director~~the ~~and~~shares ~~principal~~he ~~stockholder~~owned ofin the Company ~~(“Ms. Xin”)~~, and ~~Fei~~equal ~~Wang~~to ~~(“Mr~~56.83% ~~Wang”),~~of ~~entered~~the ~~into~~total anumber ~~Stock~~of ~~Purchase~~outstanding ~~Agreement~~shares (of the ~~“Stock~~Company’s ~~Purchase~~common ~~Agreement”)~~stock, ~~pursuant~~ to ~~which~~Lili ~~Ms.~~ Xin ~~agreed~~for tothe ~~sell~~sum toof ~~Mr. Wang 80~~$90,000~~,000~~. ~~shares~~Ms. ofChang ~~Common~~became ~~Stock~~acquainted ~~registered~~with inMr. ~~her~~Glass ~~name~~through ~~(the~~a ~~“Shares”)~~mutual associate, ~~representing~~and ~~59%~~they ofsubsequently ~~the~~negotiated ~~outstanding~~a ~~shares~~deal offor ~~common~~his ~~stock~~control inof ~~the Company, at~~ a ~~purchase~~block ~~price~~ of ~~Three~~shares ~~Hundred~~in ~~Fifty~~the ~~Thousand Dollars ($350,000)~~Company. ~~The~~Concurrent ~~seller~~with ~~relied on~~ the ~~exemption~~sale ~~from~~of ~~registration~~his ~~pursuant~~shares, tothe ~~Section~~board ~~4(2)~~ of, ~~and~~directors ~~Regulation~~appointed DMs. ~~and/or~~Chang ~~Regulation~~as Sthe ~~promulgated~~President ~~under~~and ~~the~~as ~~Act~~a indirector ~~selling~~of the Company’s ~~securities~~and to Mr. ~~Wang.~~Glass ~~The~~resigned ~~funds came~~ from ~~the~~all ~~personal~~positions ~~funds~~he ofheld ~~Mr.~~with ~~Wang and was not~~ the ~~result of a loan~~Company. ~~The closing occurred on August 10, 2021.~~

InOn ~~connection~~May ~~with such sale~~22, ~~Lili Xin~~2019, the ~~then~~Company ~~CEO,~~filed ~~President~~a ~~and~~Form ~~CFO~~15 ~~resigned~~with ~~from~~the ~~all~~SEC ofterminating ~~her~~the ~~positions~~registration ~~associated~~of ~~with~~its ~~the~~class ~~Company.~~of ~~Concurrently~~common ~~therewith,~~stock ~~Mr.~~under ~~Wang~~Section ~~was~~12(g) ~~appointed~~of tothe ~~serve~~Exchange asAct ~~the~~and ~~sole~~its ~~executive~~duty ~~officer~~to file periodic and ~~director~~other ofreports with the ~~Company~~SEC.

~~Effective~~On ~~October~~December 2812, ~~2021~~2019, the Company’s ~~name~~filed ~~changed~~a registration statement on Form 10 to ~~Yong~~register ~~Bai~~its ~~Chao~~class ~~New~~of ~~Retail~~common ~~Corporation~~stock under the Exchange Act, and the registration statement automatically became effective in February 2020.

On ~~May~~June 1729, ~~2023~~2021, ~~the~~Lili ~~Company~~Xin, ~~obtained~~our ~~the~~former ~~approval~~Chief ofExecutive ~~the~~Officer, ~~holders~~Chief ofFinancial aOfficer, ~~majority~~director ~~of the Company’s issued~~ and ~~outstanding~~principal ~~shares~~stockholder ~~that approved~~of ~~and~~the ~~adopted~~Company ~~the~~(“Ms. ~~amended~~Xin”), and ~~restated~~Fei ~~articles~~Wang ~~of incorporation~~ (~~the~~ “~~Amended~~Mr. ~~and Restated Articles of Incorporation~~Wang”), toentered ~~effect~~into a ~~1-for-20~~Stock ~~reverse~~Purchase ~~stock~~Agreement ~~split of the Company’s outstanding common stock~~ (the “~~Reverse~~ Stock ~~Split~~Purchase Agreement”). Aspursuant ato ~~result~~which ofMs. ~~the~~Xin ~~Reverse~~agreed ~~Stock~~to ~~Split,~~sell ~~each~~to 20Mr. Wang 80,000,000 shares of ~~common~~Common ~~stock~~Stock ~~(the~~registered ~~“Old~~in ~~Shares”)~~her ~~will~~name ~~become and be consolidated into one share of common stock~~ (the “~~New~~ Shares”), ~~with~~representing ~~stockholders~~59% ~~who would receive a fractional share to receive a whole number~~ of ~~one share. Accordingly,~~ the ~~number~~outstanding of shares of common stock ~~issued~~in ~~and~~the ~~outstanding will decrease from 189~~Company,~~120,068~~ toat ~~approximately~~a ~~9,456,004.~~purchase ~~Since~~price ~~additional~~of ~~fractional~~Three ~~shares~~Hundred ~~may~~Fifty beThousand ~~issued~~Dollars ~~in order to round up fractional shares~~($350,000). weThe ~~currently~~seller dorelied ~~not~~on ~~know~~ the ~~exact~~exemption ~~number~~from ofregistration ~~New~~pursuant ~~Shares~~to ~~that~~Section ~~will~~4(2) beof, ~~outstanding~~and ~~after~~Regulation ~~the~~D ~~Reverse~~and/or ~~Stock~~Regulation ~~Split.~~S ~~The~~promulgated ~~Reverse~~under ~~Stock~~the ~~Split~~Act ~~will~~in ~~become~~selling ~~effective upon~~ the ~~filing~~Company’s ofsecurities ~~the~~to ~~Amended~~Mr. ~~and~~Wang. ~~Restated~~The ~~Articles~~funds ofcame ~~Incorporation~~from ~~with~~ the ~~Secretary~~personal offunds ~~State~~ of ~~the State of Nevada~~Mr. ~~The~~Wang ~~Amended~~ and ~~Restated~~was ~~Articles of Incorporation have~~ not ~~been filed with~~ the ~~Secretary~~result of ~~the~~a ~~State~~loan. ofThe ~~Nevada~~closing sooccurred ~~the~~on ~~Reverse~~August ~~Stock~~10, ~~Split has not been put into effect~~2021.

OnIn ~~January~~connection 9with such sale, ~~2024~~Lili Xin, ~~Min~~the ~~Zhang~~then ~~resigned~~CEO, ~~from~~President ~~the~~and ~~Chief~~CFO ~~Financial~~resigned ~~Officer~~from ~~position~~all of ~~Yong~~her ~~Bai~~positions ~~Chao~~associated ~~New~~with ~~Retail Corporation (~~the 'Company~~'),~~. ~~effective~~Concurrently ~~on January 9~~therewith, ~~2024.~~ Mr. ~~Zhang~~Wang ~~did~~was ~~not~~appointed ~~advise~~to ~~the~~serve ~~Company~~as ~~of any disagreement with~~ the ~~Company~~sole onexecutive ~~any~~officer ~~matter~~and ~~relating~~director toof ~~its~~the ~~operation, policies, or practices~~Company.

OnEffective ~~January~~October 928, ~~2024~~2021, ~~Jianbao Huang resigned from~~ the ~~Secretary of the Board of Directors position of the~~ Company,’s ~~effective~~name onchanged ~~January 9, 2024. Mr. Huang did not advise the Company of any disagreement with the Company on any matter relating~~ to ~~its~~Yong ~~operation,~~Bai ~~policies,~~Chao orNew ~~practices~~Retail Corporation.

16On ~~Table~~May 17, 2023, the Company obtained the approval of ~~Contents~~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, ~~Yanying~~Min ~~Feng,~~Zhang ~~Zhenpeng~~resigned Lufrom ~~and~~the LiChief ~~Yang~~Financial ~~resigned~~Officer ~~from~~position ~~the~~of ~~Director~~Yong ofBai ~~the~~Chao ~~Board~~New ofRetail Corporation (the 'Company'), effective on January 9, 2024. Mr. ~~Zhenpeng~~Zhang ~~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.

On17 ~~February~~Table ~~28, 2024, Wang Fei ("Mr. Wang") resigned from the Chief Executive Officer and Chairman~~ of the Board position of Yong Bai Chao New Retail Corporation (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.Contents

~~The~~On ~~Company~~January ~~only~~9, ~~possesses~~2024, ~~minimal~~Jianbao ~~liabilities~~Huang ~~with~~resigned ~~no substantial business operations. There was no revenue or positive cash flows~~ from ~~operating~~the ~~activities~~Secretary ~~for~~of the ~~year~~Board ~~ended~~of ~~December~~Directors ~~31,~~position ~~2023.~~of ~~The~~the Company’s, ~~management~~effective ~~efforts are focused~~ on ~~seeking~~January ~~out~~9, a2024. ~~new~~Mr. ~~and~~Huang ~~profitable~~did ~~operating~~not ~~business~~advise ~~with~~the ~~strong~~Company ~~growth~~of ~~potential.~~any ~~Unless~~disagreement ~~and~~with ~~until~~ the Company’s ~~successful~~on ~~acquisition~~any ofmatter anrelating ~~operating business, we expect our expenses~~ to ~~primarily~~its ~~consist of accounting fee~~operation, ~~legal service fee~~policies, ~~and~~or ~~filing fee related to maintaining itself as a public company~~practices.

~~Critical~~On ~~Accounting~~January ~~Policies~~9, 2024, Yanying Feng, Zhenpeng Lu and ~~Significant~~Li ~~Judgments~~Yang resigned from the Director of the Board of the Company, effective on January 9, 2024. Mr. Zhenpeng Lu, Ms. Li Yang and ~~Estimates~~Ms. Yanying Feng did not advise the Company of any disagreement with the Company on any matter relating to its operation, policies, or practices.

~~The~~On ~~Securities~~February ~~and~~28, ~~Exchange~~2024, ~~Commission~~Wang Fei (~~“SEC”~~"Mr. Wang") ~~issued~~resigned ~~disclosure~~from ~~guidance~~the ~~for~~Chief ~~“critical~~Executive ~~accounting~~Officer ~~policies.”~~and ~~The~~Chairman ~~SEC~~of ~~defines~~the ~~“critical~~Board ~~accounting~~position ~~policies”~~of the asCompany ~~those~~, ~~that~~effective ~~require~~on February 28, 2024. Mr. Wang did not advise the ~~application~~Company of ~~management’s~~any ~~most~~disagreement ~~difficult,~~with ~~subjective,~~the orCompany ~~complex~~on ~~judgments,~~any ~~often~~matter asrelating ato ~~result~~its ofoperation, ~~the~~policies, ~~need~~or topractices. ~~make~~Concurrently ~~estimates~~therewith, ~~about~~Baobin ~~the~~He ~~effect~~was ofappointed ~~matters~~to ~~that~~serve ~~are~~as ~~inherently~~the ~~uncertain~~sole ~~and~~executive ~~may~~officer ~~change~~and indirector ~~subsequent~~of ~~periods~~the Company.

~~Our~~Effective ~~significant~~as ~~accounting~~of ~~policies~~September ~~are~~25, ~~described~~2024, inMr. ~~the~~Baobin ~~Notes~~He toresigned ~~these~~as ~~financial~~the ~~statements.~~Chief ~~Currently~~Executive Officer, ~~based~~and onDirector of the Company’s. ~~limited~~Effective ~~activity~~as of September 25, we2024, doMr. ~~not~~Daohong ~~believe~~Yuan ~~that~~and ~~there~~Mr. ~~are~~Ye ~~any~~Yuan ~~accounting~~became ~~policies~~Directors ~~that~~of ~~require~~the Company. On the ~~application~~same day, the Board of ~~difficult,~~Directors ~~subjective,~~of orthe ~~complex~~Company ~~judgments~~appointed Mr. Daohong Yuan to serve as its Chief Executive Officer and Chief Financial Officer.

~~Results~~The Company only possesses minimal liabilities with no substantial business operations. There was no revenue or positive cash flows from operating activities for the year ended December 31, 2024. 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 ~~Operations~~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.

~~The~~Critical ~~Year~~Accounting ~~Ended~~Policies ~~December~~and ~~31,~~Significant ~~2023~~Judgments ~~Compared~~and ~~to the Year Ended December 31, 2022:~~Estimates

~~Revenue~~The Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies. We” ~~did~~The ~~not~~SEC ~~generate~~defines ~~any~~“critical ~~revenue~~accounting ~~during~~policies” as those that require the ~~years~~application ~~ended~~of ~~December~~management’s 31most difficult, ~~2023~~subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and ~~2022~~may change in subsequent periods.

~~Operating~~Our ~~Expenses.~~significant ~~Our~~accounting ~~operating~~policies ~~expenses~~are ~~primarily~~described ~~consisted~~in ofthe ~~fees~~Notes ~~and~~to ~~expenses~~these ~~related~~financial tostatements. ~~complying~~Currently, ~~with~~based ~~our~~on ~~ongoing~~the ~~SEC~~Company’s ~~reporting~~limited ~~requirements~~activity, ~~which~~we ~~have~~do ~~mainly~~not ~~consisted~~believe ofthat there are any accounting ~~fee,~~policies ~~legal~~that ~~service~~require ~~fee~~the application of difficult, ~~and~~subjective, ~~filing~~or ~~fee~~complex judgments.

~~For the~~Results ~~year ended December 31, 2023, total operating expenses amounted to $62,017 as compared to $82,046 for the year ended December 31, 2022, representing a decrease~~ of $20,029 or 24.4%. The decrease was mainly due to a decrease in legal fee of $15,500, audit fees of $5,900, accounting fees of $575, and Edgar filing fees of $189, offset by an increase in stock transfer fee of $2,135.Operations

~~Other~~The ~~Expense.~~Year ~~Other~~Ended ~~expense~~December ~~includes~~31, ~~interest~~2024 ~~expense.~~ Compared to the Year Ended December 31, 2023:

For the year ended December 31, 2023, interest expense was $0, as compared to $14,167 for the year ended December 31, 2022, a decrease of $14,167 or 100.0%. The decrease was driven by the write-off the debt in the amount of $516,508 in the third quarter of 2022.Revenue

~~Net~~We ~~Loss. As~~did anot ~~result~~generate ofany ~~the~~revenue ~~factors~~during ~~described above, we had net loss of $62,017 and $96,213, respectively, for~~ the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

~~Liquidity~~Operating ~~and Capital Resources~~Expenses

AtOur ~~December~~operating ~~31,~~expenses ~~2023,~~primarily weconsisted ~~did~~of ~~not~~fees ~~have~~and ~~any~~expenses ~~cash,~~related ~~while~~to complying with our ongoing SEC reporting requirements, wewhich ~~had~~mainly ~~liabilities~~consisted of ~~$106~~accounting fees,~~659,~~ ~~and~~legal ~~had~~service afees, ~~working~~and ~~capital~~filing ~~deficit of $106,659~~fees.

17For the ~~Table~~year ended December 31, 2024, total operating expenses amounted to $39,794 as compared to $62,017 for the year ended December 31, 2023, representing a decrease of ~~Contents~~$22,223 or 35.8%. The decrease was mainly due to a decrease in audit fees of $13,000, legal fees of $5,665, Edgar filing fees of $1,548, stock transfer fee of $1,010 and accounting fees of $1,000.

~~Net~~18 ~~cash~~Table ~~flow used in operating activities was $0 for the year ended December 31, 2023. These included our net loss~~ of ~~$62,017, offset by the changes in operating assets and liabilities totaling $62,017.~~Contents

Net ~~cash flow provided by financing activities was $0 for the year ended December 31, 2023.~~ Loss

WeAs ~~are~~ a ~~shell~~result ~~company with no revenue generating activities. The success~~ of ~~our business plan is dependent upon~~ the ~~availability~~factors ofdescribed ~~additional~~above, ~~capital resources on terms satisfactory to management as~~ we ~~are~~had ~~not~~a ~~generating~~net ~~sufficient~~loss ~~revenues from our business operations. Our sources~~ of ~~capital~~$39,794 infor the ~~past~~year ~~have~~ended ~~included~~December ~~the~~31, ~~sale of equity securities~~2024, ~~which~~as ~~include~~compared 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~~$62,017 ~~operations~~ for ~~at least~~ the ~~next~~year 12ended ~~months.~~December We31, ~~anticipate~~2023, ~~continuing~~a todecrease ~~rely on equity sales~~ of ~~our~~$22,223 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~~35.8%.

~~Off-Balance~~Liquidity ~~Sheet~~and ~~Arrangements~~Capital Resources

AsAt of December 31, ~~2023~~2024, we did not have any ~~transactions~~cash, ~~agreements~~while, orwe ~~other~~had ~~contractual~~liabilities ~~arrangements~~of ~~that~~$146,453, ~~constitute~~and ~~off-balance~~had ~~sheet~~a ~~arrangements~~working capital deficit of $146,453.

~~COVID-19~~Net cash flow used in operating activities was $0 for the year ended December 31, 2024. These included our net loss of $39,794, offset by the changes in operating assets and liabilities totaling $39,794.

OnNet ~~March~~cash ~~11,~~flow ~~2020,~~provided ~~the~~by ~~World~~financing ~~Health~~activities ~~Organization~~was ~~officially~~$0 declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target business with which we consummate a business combination could have been materially and adversely affected. Although China reopened its border and lowered the COVID-19 related restrictions early 2023, we may be unable to complete a business combination if the Chinese government resumes or increases COVID-19 related restrictive measures on travel, in-person meetings and gatherings. The extent to which COVID-19 impacts our search for ~~a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning~~ the ~~severity~~year ofended ~~COVID-19~~December ~~and the actions to contain COVID-19 or treat its impact~~31, ~~among others~~2024. If there are future disruptions posed by COVID-19 or other health-related matters of global concern in the future, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

~~Item~~We 7Aare a shell company with no revenue generating activities. ~~Quantitative~~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 ~~Qualitative~~stockholder ~~Disclosures~~advances. ~~About~~There ~~Market~~can ~~Risk~~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. 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.

~~As a “smaller reporting company,” as defined by Item 10 of Regulation S~~Off-K,Balance ~~the~~Sheet ~~Company is not required to provide the information required by this Item.~~Arrangements

~~Item~~As 8.of ~~Financial~~December ~~Statements~~31, ~~and~~2024, ~~Supplementary~~we ~~Data~~did not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

~~Please~~ITEM ~~see~~7A. ~~the~~QUANTITATIVE ~~financial~~AND ~~statements~~QUALITATIVE ~~beginning~~DISCLOSURES onABOUT ~~page F-1 located~~MARKET ~~in this Annual Report on Form 10-K and incorporated herein by reference~~RISK.

~~ITEM~~As 9.a ~~Changes~~“smaller Inreporting ~~and~~company,” ~~Disagreements~~as ~~with~~defined ~~Accountants~~by onItem ~~Accounting~~10 ~~and~~of ~~Financial~~Regulation ~~Disclosure~~S-K, the Company is not required to provide the information required by this Item.

~~None~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~ITEM~~Please ~~9A.~~see ~~CONTROLS~~the ~~AND~~financial ~~PROCEDURES~~statements beginning on page F-1 located in this Annual Report on Form 10-K and incorporated herein by reference.

~~Evaluation~~ITEM of9. ~~Disclosure~~CHANGES ~~Controls~~IN ~~and~~AND ~~Procedures~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and formsNone. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

18ITEM ~~Table~~9A. ofCONTROLS ~~Contents~~AND PROCEDURES.

~~Pursuant~~Evaluation ~~to Rule 13a-15(b) under the Exchange Act, the Company’s principal executive officer and principal financial officer performed an evaluation~~ of ~~the~~Disclosure ~~effectiveness~~Controls ~~of the Company’s disclosure controls~~ and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the year ended December 31, 2022. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022 due to the Company’s limited financial and personnel resources.Procedures

~~Management~~Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s ~~Annual~~rules ~~Report~~and onforms. ~~Internal~~Disclosure ~~Control~~controls ~~over~~and ~~Financial~~procedures ~~Reporting~~include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

~~Management~~19 isTable ~~responsible for the preparation~~ of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.Contents

~~Management~~Pursuant isto ~~responsible~~Rule ~~for~~13a-15(b) ~~establishing~~under ~~and~~the ~~maintaining~~Exchange ~~adequate~~Act, ~~internal~~the ~~control~~Company’s ~~over~~principal ~~financial~~executive ~~reporting~~officer asand ~~defined~~principal infinancial ~~the~~officer ~~Exchange~~performed ~~Act.~~an ~~These~~evaluation ~~internal~~of ~~controls~~the ~~are~~effectiveness ~~designed~~of ~~to provide reasonable assurance that~~ the ~~reported~~Company’s ~~financial~~disclosure ~~information~~controls isand ~~presented~~procedures ~~fairly,~~(as ~~that~~defined ~~disclosures~~under ~~are~~Rule ~~adequate~~13a-15(e) ~~and~~under ~~that~~ the ~~judgments~~Exchange ~~inherent~~Act) inas of the ~~preparation~~year ofended ~~financial~~December ~~statements~~31, ~~are reasonable~~2022. ~~There~~Based ~~are~~upon ~~inherent~~that ~~limitations~~evaluation, in the ~~effectiveness~~Company’s ofprincipal ~~any~~executive ~~system~~officer ofand ~~internal~~principal ~~controls~~financial ~~including~~officer ~~the~~concluded ~~possibility~~that ofthe ~~human~~Company’s ~~error~~disclosure ~~and overriding of~~ controls. ~~Consequently,~~and anprocedures ~~ineffective~~were ~~internal~~not ~~control~~effective ~~system~~as ~~can~~of ~~only~~December ~~provide reasonable~~31, ~~not~~2022 ~~absolute,~~due ~~assurance~~to ~~with~~the ~~respect~~Company’s tolimited ~~reporting~~ financial ~~information~~and personnel resources.

~~Our~~Management’s ~~internal~~Annual ~~control~~Report ~~over~~on ~~financial~~Internal ~~reporting~~Control ~~includes~~over ~~policies~~Financial and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.Reporting

~~Under~~Management ~~the~~is ~~supervision~~responsible offor ~~our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of~~ the ~~effectiveness~~preparation of our ~~internal control over~~ financial ~~reporting~~statements ~~based~~and onrelated ~~the~~information. ~~framework~~Management ~~Internal~~uses ~~Control-Integrated~~its ~~Framework~~best ~~(2013)~~judgment asto ~~outlined~~ensure bythat the ~~Committee~~financial ofstatements ~~Sponsoring~~present ~~Organizations~~fairly, ofin ~~the~~material ~~Treadway Commission and guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation~~respects, our ~~management concluded that our internal control over~~ financial ~~reporting~~position ~~was~~and ~~not~~results ~~effective as~~ of ~~December~~operations ~~31,~~in ~~2023.~~conformity Wewith ~~have~~generally ~~identified~~accepted ~~the~~accounting ~~following material weakness as of December 31, 2023:~~principles.

·Management ~~Segregation~~is ofresponsible ~~duties~~for establishing and maintaining adequate internal control over financial reporting as defined in the ~~handling~~Exchange ofAct. ~~cash,~~These ~~cash~~internal ~~receipts~~controls ~~and~~are ~~cash~~designed ~~disbursements~~to ~~were~~provide ~~not~~reasonable ~~formalized~~assurance that the reported financial information is presented fairly, that disclosures are adequate and ·that ~~Lack~~the judgments inherent in the preparation of anfinancial ~~independent~~statements ~~board~~are toreasonable. ~~oversee~~There ~~management~~are ~~decisions~~inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and ~~use~~overriding of ~~funds~~controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

~~Remediation~~Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of ~~Material~~our ~~Weakness~~financial statements in ~~Internal~~accordance ~~Control~~with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

~~Presently,~~Under itthe ~~will~~supervision beof ~~difficult~~our toChief ~~mitigate~~Executive orOfficer ~~eliminate~~and ~~the~~Chief ~~material~~Financial ~~weaknesses~~Officer, inwe ~~our~~conducted ~~internal~~an ~~controls.~~evaluation Weof dothe ~~not~~effectiveness ~~currently~~of ~~possess~~our ~~sufficient~~internal control over financial ~~resources~~reporting tobased ~~engage~~on the ~~additional~~framework ~~personnel~~Internal ~~required~~Control-Integrated toFramework ~~alleviate~~(2013) ~~the~~as ~~weaknesses~~outlined ~~that~~by ~~stem from~~ the ~~lack~~Committee of ~~segregation~~Sponsoring Organizations of ~~duties in~~ the ~~handling~~Treadway ofCommission ~~cash, cash receipts~~ and ~~cash~~guidance ~~disbursements~~prepared ~~was~~by ~~not~~the ~~formalized.~~Commission ~~Moreover,~~specifically ~~it is difficult~~ for ~~small~~smaller public companies. ~~such~~Based ason ~~ours~~that toevaluation, ~~attract~~our ~~qualified~~management ~~independent~~concluded ~~directors~~that ~~given~~our ~~the~~internal ~~obligations~~control ~~and~~over ~~risks~~financial ~~attendant~~reporting towas ~~such~~not ~~serving~~effective inas ~~such~~of ~~capacity;~~December ~~hence~~31, we2023. ~~will~~We ~~continue~~have toidentified ~~operate with a single board member thereby failing mitigate~~ the ~~weaknesses~~following ~~stemming~~material ~~from~~weakness ~~the~~as ~~lack~~ of anDecember ~~independent~~31, ~~board~~2023:

19· ~~Table~~Segregation of ~~Contents~~duties in the handling of cash, cash receipts and cash disbursements were not formalized, and · Lack of an independent board to oversee management decisions and use of funds.

InRemediation ~~the interim, management has internally formalized the procedures for segregation~~ of ~~duties~~Material ~~and~~Weakness ~~monitoring~~in ~~handling~~Internal ~~of cash, cash receipts and cash disbursements. We also are establishing a formal documented system of internal controls surrounding cash and plan to implement such systems.~~Control

~~Our~~Presently, ~~management~~it ~~does~~will ~~not~~be ~~expect~~difficult ~~that~~to ~~our~~mitigate ~~disclosure~~or ~~controls~~eliminate ~~and~~the ~~procedures~~material orweaknesses in our internal controls. ~~will~~We ~~prevent~~do ~~all~~not ~~error~~currently ~~and~~possess ~~all~~sufficient ~~fraud.~~financial Aresources ~~control~~to ~~system,~~engage nothe ~~matter~~additional ~~how~~personnel ~~well~~required ~~conceived~~to ~~and~~alleviate ~~operated,~~the ~~can~~weaknesses ~~provide~~that ~~only~~stem ~~reasonable,~~from ~~not~~the ~~absolute,~~lack ~~assurance~~of ~~that~~segregation ~~the~~of ~~objectives~~duties ofin the ~~control~~handling ~~system~~of ~~are~~cash, ~~met.~~cash ~~Further,~~receipts ~~the~~and ~~design~~cash ofdisbursements awas ~~control~~not ~~system~~formalized. ~~must~~Moreover, ~~reflect~~it ~~the~~is ~~fact~~difficult ~~that~~for ~~there~~small ~~are~~public ~~resource~~companies ~~constraints~~such ~~and~~as ~~the~~ours ~~benefits~~to ofattract ~~controls~~qualified ~~must~~independent bedirectors ~~considered~~given ~~relative~~the toobligations ~~their~~and ~~costs.~~risks ~~Due~~attendant to ~~the~~such ~~inherent~~serving ~~limitations~~ in ~~all~~such ~~control~~capacity; ~~systems,~~hence nowe ~~evaluation~~will ofcontinue ~~controls~~to ~~can~~operate ~~provide~~with ~~absolute~~a ~~assurance~~single ~~that~~board ~~all~~member ~~control~~thereby ~~issues~~failing ~~and~~mitigate ~~instances~~the ofweaknesses ~~fraud,~~stemming iffrom ~~any,~~the ~~within~~lack ~~our~~of ~~Company~~an ~~have~~independent ~~been detected.~~board:

~~This~~20 ~~Report~~Table ~~does not include an attestation report~~ of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Report.Contents

~~Changes~~In inthe ~~Internal~~interim, ~~Controls~~management ~~over~~has ~~Financial~~internally ~~Reporting~~formalized the procedures for segregation of duties and monitoring handling of cash, cash receipts and cash disbursements. We also are establishing a formal documented system of internal controls surrounding cash and plan to implement such systems.

~~There~~Our ~~were~~management nodoes ~~changes~~not inexpect ~~the~~that ~~Company’s~~our disclosure controls and procedures or our internal ~~control~~controls ~~over~~will ~~financial~~prevent ~~reporting~~all ~~(as~~error ~~defined~~and inall ~~Rules~~fraud. ~~13a-15~~A control system, no matter how well conceived and ~~15d-15~~operated, ~~under~~can provide only reasonable, not absolute, assurance that the ~~Exchange~~objectives ~~Act)~~of ~~during~~the control system are met. Further, the ~~most~~design ~~recently~~of ~~completed~~a ~~year~~control system must reflect the fact that ~~would~~there ~~have~~are ~~materially~~resource ~~affected,~~constraints orand ~~been~~the ~~reasonably~~benefits ~~likely~~of controls must be considered relative to ~~materially~~their ~~affect,~~costs. Due to the ~~Company’s~~inherent ~~internal~~limitations in all control ~~over~~systems, ~~financial~~no ~~reporting~~evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

~~ITEM~~This 9BReport does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~Other~~Management’s ~~Information~~report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Report.

~~None.~~Changes in Internal Controls over Financial Reporting

~~ITEM~~There ~~9C.~~were ~~Disclosure~~no ~~Regarding~~changes ~~Foreign~~in ~~Jurisdictions~~the ~~That~~Company’s ~~Prevent~~internal ~~Inspections~~control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the most recently completed year that would have materially affected, or been reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~None~~ITEM 9B. OTHER INFORMATION.

~~20 Table of Contents~~None.

~~PART~~ITEM ~~III~~9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

~~ITEM 10~~None. ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~

~~The~~21 ~~following~~Table ~~table lists our officers and directors as~~ of ~~the date of this Report:~~Contents

Directors and Executive Officers		Age		Position / Title
Baobin He		58		Chief Executive Officer, Chief Financial Officer and Director

PART III

~~Mr.~~ITEM ~~Baobin He Mr~~10. ~~He became Chief Executive Officer~~DIRECTORS, ~~Chief~~EXECUTIVE ~~Financial~~OFFICERS ~~Officer~~AND ~~and~~CORPORATE ~~Director on February 28, 2024~~GOVERNANCE. From 2012 through 2020, he was Chief Executive Officer of Gonxian Coal Industry Co., Ltd. The Company believes that his experience as a Chief Executive Officer makes him well qualified to be a Director. He attended the Chengdu Arts and Sciences University from 1984 through 1988.

The ~~foregoing~~following ~~officer~~table ~~and~~lists ~~director~~our ~~will~~officers ~~not receive~~and ~~compensation~~directors inas ~~connection~~of ~~with~~the ~~his service~~date ~~on our Board~~ of ~~Directors~~this ~~or as an executive officer.~~Report:

Involvement in Certain Legal Proceedings

Directors and Executive Officers

Age

Position / Title

Daohong Yuan

Chief Executive Officer,

Chief Financial Officer and Director

Ye Yuan

Director

~~Our~~Mr. ~~director~~Daohong Yuan Mr. Yuan became Chief Executive Officer, Chief Financial Officer and Director on September 25, 2024. ~~executive~~From ~~officer~~2024 through the present, Mr. Yuan has served as Chairman of the Board of Directors of China Private Economic Investment Group Co., Ltd. In 2023, he served as President of Beijing Private Economic Development and ~~control~~Promotion ~~persons~~Association. In 2023, he served as President of Beijing Farmer Shop Technology Research Institute. From 2022 to present, he has ~~not~~served ~~been~~as ~~involved~~General inPresident ~~any~~of ~~legal~~Beijing ~~proceeding~~Business ~~listed~~Research College. In 2015, he served as Chairman and CEO of Nongfu Shop Development Group Co., Ltd. From 2014 to 2015, he served as General Manager and Technology President of TengI Information Technology Co., Ltd. From 2009 to 2013, he served as General Manager and Technology President of Jilin Tengyi Network Technology Co., Ltd. The Company believes the Mr. Yuan is well suited to be a Director due to his experience in ~~Item~~international ~~401(f)~~senior level management and as a company officer. Mr. Yuan has a Master of ~~Regulation~~Business ~~S-K~~Administration and a Major in Computer Network Technology, from the ~~past~~Jilin 10University, ~~years~~an Honorary PhD in Computer Science and Technology from Columbia University, a Master of International Management from Teeside University, a Doctor of Business Administration from the American University of Management Technology, and an EMBA from the City University of Hong Kong.

~~Corporate~~Mr. ~~Governance~~Ye Yuan, Mr. Yuan became a Director on September 25, 2024. From July 2023 through the present, Mr. Ye has been the President of the Technical Operation Department of Nongfu Shop, where he is responsible for the technical support for the operation and maintenance of all online platforms of Nongfu Shop Group. From March 2019 to May 2020, he served as Nongfu Shop’s General Manager of the Project Department. From February 2018 to February 2019, he served as the Technical Manager of Nongfu Shop. From January 2017 to January 2018, he served as the Product Manager of Nongfu Shop. The Company believes that Mr. Ye is well qualified to be a Director due to his extensive senior management. Mr. Ye graduated with a Major in E-Commerce from Jilin Economic Management Cadre Institute.

~~Our~~The ~~Board~~foregoing ~~has~~officers ~~not~~and ~~established~~directors ~~any~~will ~~committees,~~not ~~including~~receive ~~an audit committee, a~~ compensation ~~committee~~in orconnection awith ~~nominating~~his service ~~committee,~~on ~~or any committee performing similar functions. The functions of those committees are being undertaken by~~ our Board. As of ~~the~~Directors ~~date~~or ~~of this report, no member of our board of directors qualifies~~ as an ~~“audit~~executive ~~committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act~~officer. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.

WeInvolvement doin ~~not~~Certain ~~have~~Legal a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.Proceedings

~~Given~~Our ~~our~~director ~~relative size~~ and executive ~~lack~~officer ~~of directors’~~ and ~~officers’~~control ~~insurance~~persons ~~coverage,~~has ~~we do~~ not ~~anticipate~~been ~~that~~involved ~~any of our stockholders will make such a recommendation~~ in ~~the~~any ~~near~~legal ~~future.~~proceeding ~~While~~listed ~~there have been no nominations of additional directors proposed,~~ in ~~the~~Item ~~event~~401(f) ~~such a proposal is made, all current members~~ of ~~our~~Regulation ~~Board~~S-K ~~will participate~~ in the ~~consideration~~past of10 ~~director nominees~~years.

AsCorporate with most small, early-stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committees of our Board.Governance

21Our ~~Table~~Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing similar functions. The functions of ~~Contents~~those committees are being undertaken by our Board. As of the date of this report, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.

~~Code~~We do not have a policy regarding the consideration of ~~Ethics~~any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.

~~The~~Given ~~Company,~~our asrelative ofsize ~~this~~and ~~time,~~lack ~~has not adopted a Code~~ of ~~Ethics~~directors’ ~~pursuant to rules described in Regulation S-K. The Company has no operations or business~~ and ~~does~~officers’ ~~not~~insurance ~~receive~~coverage, ~~any~~we ~~revenues~~do ~~or investment capital. The adoption of a Code of Ethics at this time would~~ not ~~serve~~anticipate ~~the~~that ~~primary~~any ~~purpose~~ of ~~such~~our astockholders ~~code~~will tomake ~~provide a manner of conduct as the development, execution and enforcement of~~ such a ~~code~~recommendation ~~would~~in ~~be by~~ the ~~same~~near ~~persons and only persons to whom such code applied~~future. ~~Furthermore,~~While ~~because~~there ~~the Company does not~~ have ~~any~~been ~~activities, there are~~ no ~~activities~~nominations orof ~~transactions~~additional ~~which~~directors ~~would~~proposed, bein ~~subject to this code. At~~ the ~~time~~event ~~the Company enters into a business combination, the officers and directors will recommend to any new management that~~ such a ~~code~~proposal beis ~~adopted.~~made, ~~The~~all ~~Company~~current ~~does~~members ~~not~~of ~~maintain~~our anBoard ~~Internet~~will ~~website~~participate onin ~~which~~the toconsideration ~~post a code~~ of ~~ethics~~director nominees.

~~Committees~~22 ofTable ~~our Board~~ of ~~Directors~~Contents

As with most small, early-stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an ~~Audit~~audit ~~Committee~~committee or other committees of our Board ~~of Directors~~.

~~However,~~Code ~~prior management~~ of the Company adopted charters for each of an audit committee, a nominating committee and a compensation committee. A copy of each committee charter previously has been filed by the Company with the SEC. Each such committee would be comprised solely of independent directors, of which have none. As of the date of this Report, we have not seated any such committee and do not expect to do so. Any future determination to appoint members to and seat such committees will be in the discretion of management of an operating business with which we consummate a business transaction, if ever.Ethics

~~Currently~~The Company, ~~our~~as ~~Board~~of ~~does~~this time, has not ~~have~~adopted ~~standing~~a ~~audit,~~Code ~~compensation~~of orEthics ~~nominating~~pursuant ~~committees~~to rules described in Regulation S-K. ~~Our~~The ~~Board~~Company has no operations or business and does not ~~believe~~receive ~~these~~any ~~committees~~revenues ~~are~~or ~~necessary~~investment ~~based~~capital. onThe ~~the~~adoption ~~size~~of a Code of ~~our~~Ethics ~~company,~~at this time would not serve the ~~current~~primary ~~levels~~purpose of ~~compensation~~such a code to ~~corporate~~provide ~~officers~~a ~~and~~manner ~~voting~~of ~~control~~conduct ~~lies~~as ~~with~~the ~~our~~development, ~~current~~execution ~~board~~and enforcement of ~~directors.~~such ~~Our~~a ~~Board~~code ~~will~~would ~~consider~~be ~~establishing~~by ~~audit,~~the ~~compensation~~same persons and ~~nominating~~only ~~committees~~persons atto whom such code applied. Furthermore, because the ~~appropriate~~Company does not have any activities, there are no activities or transactions which would be subject to this code. At the time the Company enters into a business combination, the officers and directors will recommend to any new management that such a code be adopted. The Company does not maintain an Internet website on which to post a code of ethics.

~~The~~Committees ~~entire Board~~ of Directors participates in the consideration of compensation issues and of director nominees. Candidates for director nominees will be reviewed in the context of the current composition of the Board and our ~~operating requirements and the long-term interests of our stockholders. In conducting this assessment, the~~ Board of Directors will consider professional and business skills, experience, expertise, diversity, judgment and such other factors as it deems appropriate given the current needs of the Board and our company, to maintain a balance of knowledge, experience and capability.

~~The~~Our ~~Board’s~~securities ~~process~~are ~~for~~not ~~identifying~~quoted ~~and~~on ~~evaluating~~an ~~nominees~~exchange ~~for~~that ~~director,~~has ~~including~~requirements ~~nominees~~that ~~recommended~~a bymajority ~~stockholders,~~of ~~will~~our ~~involve~~Board ~~compiling~~members ~~names~~be ofindependent ~~potentially~~and ~~eligible~~we ~~candidates,~~are ~~conducting~~not ~~background~~currently ~~and~~otherwise ~~reference~~subject ~~checks,~~to ~~conducting~~any ~~interviews~~law, ~~with~~rule ~~the~~or ~~candidate~~regulation ~~and~~requiring ~~others~~that ~~(as~~all ~~schedules~~or ~~permit),~~any ~~meeting~~portion toof ~~consider~~our ~~and~~Board ~~approve~~of ~~the~~Directors ~~final~~include ~~candidates~~“independent” ~~and~~directors, asnor ~~appropriate,~~are ~~preparing~~we required to establish or maintain an ~~analysis~~Audit ~~with~~Committee ~~regard~~or toother ~~particular~~committees ~~recommended~~of ~~candidates~~our Board of Directors.

~~Delinquent~~However, ~~Section~~prior ~~16(~~management of the Company adopted charters for each of an audit committee, a) ~~Reports~~nominating committee and a compensation committee. A copy of each committee charter previously has been filed by the Company with the SEC. Each such committee would be comprised solely of independent directors, of which have none. As of the date of this Report, we have not seated any such committee and do not expect to do so. Any future determination to appoint members to and seat such committees will be in the discretion of management of an operating business with which we consummate a business transaction, if ever.

~~Section~~Currently, ~~16(a)~~our ofBoard ~~the~~does ~~Exchange~~not ~~Act~~have ~~requires~~standing ~~directors~~audit, ~~executive~~compensation ~~officers~~or ~~and~~nominating ~~holders~~committees. ofOur ~~more~~Board ~~than~~does ~~10%~~not ofbelieve anthese ~~equity~~committees ~~security~~are ~~registered~~necessary ~~pursuant~~based toon ~~Section~~the 12size of ~~the~~our ~~Exchange~~company, ~~Act~~the tocurrent ~~file~~levels ~~various~~of ~~reports~~compensation ~~with~~to ~~the~~corporate ~~SEC.~~officers ~~Our~~and ~~equity~~voting ~~securities~~control ~~are~~lies ~~not~~with ~~registered~~our ~~pursuant~~current toboard ~~Section 12~~ of ~~the~~directors. ~~Exchange~~Our ~~Act,~~Board sowill ~~our~~consider ~~directors~~establishing audit, ~~executive~~compensation ~~officers~~ and ~~10%~~nominating ~~holders~~committees ~~are~~at ~~not~~the ~~subject~~appropriate ~~to Section 16(a)~~time.

22The ~~Table~~entire Board of ~~Contents~~Directors participates in the consideration of compensation issues and of director nominees. Candidates for director nominees will be reviewed in the context of the current composition of the Board and our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Board of Directors will consider professional and business skills, experience, expertise, diversity, judgment and such other factors as it deems appropriate given the current needs of the Board and our company, to maintain a balance of knowledge, experience and capability.

~~Notwithstanding~~The ~~the~~Board’s ~~foregoing~~process for identifying and evaluating nominees for director, ~~each~~including nominees recommended by stockholders, will involve compiling names of ~~our~~potentially ~~below~~eligible ~~enumerated~~candidates, ~~prior~~conducting ~~executive~~background ~~officers~~and reference checks, conducting interviews with the candidate and ~~directors~~others in(as ~~2023~~schedules ~~did~~permit), ~~not~~meeting ~~file~~to consider and approve the ~~required~~final ~~Form~~candidates ~~3s:~~and, as appropriate, preparing an analysis with regard to particular recommended candidates.

~~Name~~Delinquent ~~Office~~Section 16(sa) ~~Fei Wang Chief Executive Officer, President and Director Zhengpeng Lu Marketing Director, Director Li Yang Administrative Director, Director Min Zhang Chief Financial Officer Yanying Feng Director~~Reports

~~Procedures~~Section ~~for~~16(a) ~~Nominating~~of ~~Directors~~the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC. Our equity securities are not registered pursuant to Section 12 of the Exchange Act, so our directors, executive officers and 10% holders are not subject to Section 16(a).

~~There~~Notwithstanding ~~have~~the ~~been~~foregoing, noeach ~~material~~of ~~changes~~our tobelow ~~the~~enumerated ~~procedures~~prior byexecutive ~~which~~officers ~~security~~and ~~holders~~directors ~~may~~in ~~recommend~~2024 ~~nominees~~did tonot ~~the~~file ~~Board during~~ the ~~fiscal~~required ~~year~~Form ~~ended December 31, 2023.~~3s:

ITEM 11. EXECUTIVE COMPENSATION

Name		Office(s)
Baobin He		Chief Executive Officer, President and Director (through September 25, 2024)
Daohong Yuan		Chief Executive Officer, President and Director
Ye Yuan		Director

~~Compensation~~Procedures ~~Philosophy~~for ~~and~~Nominating ~~Objectives~~Directors

~~Our~~There ~~executive~~have ~~compensation~~been ~~philosophy~~no ismaterial tochanges ~~create a long-term direct relationship between pay and our performance. Our executive compensation program is designed~~ to ~~provide a balanced total compensation package over~~ the ~~executive’s~~procedures ~~career~~by ~~with~~which ~~us.~~security ~~The~~holders ~~compensation~~may ~~program~~recommend ~~objectives~~nominees ~~are~~ to ~~attract,~~the ~~motivate~~Board ~~and~~during ~~retain~~ the ~~qualified~~fiscal ~~executives~~year ~~that~~ended ~~help~~December ~~ensure our future success~~31, ~~to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders~~2024. ~~The compensation package of our named executive officers consists of two main elements:~~

1.23 ~~base~~Table ~~salary~~of ~~for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and~~Contents

2ITEM 11. ~~discretionary~~EXECUTIVE ~~bonus awards payable in cash and tied to the satisfaction of corporate objectives~~COMPENSATION.

~~Process~~Compensation ~~for~~Philosophy ~~Setting~~and ~~Executive Compensation~~Objectives

~~Until~~Our ~~such~~executive ~~time~~compensation asphilosophy weis ~~establish~~to create a ~~Compensation~~long-term ~~Committee,~~direct ~~our~~relationship ~~Board~~between ispay ~~responsible for developing~~ and ~~overseeing~~our ~~the~~performance. ~~implementation~~Our ofexecutive ~~our~~compensation ~~philosophy~~program ~~with~~is ~~respect~~designed to ~~the~~provide ~~compensation~~a ofbalanced ~~executives~~total ~~and~~compensation ~~for~~package ~~monitoring~~over the ~~implementation~~executive’s ~~and~~career ~~results~~with ofus. ~~the~~The compensation ~~philosophy~~program toobjectives ~~ensure~~are ~~compensation~~to ~~remains competitive~~attract, ~~creates~~motivate ~~proper incentives to enhance stockholder value~~ and ~~rewards~~retain ~~superior~~the ~~performance.~~qualified Weexecutives ~~expect~~that tohelp ~~annually~~ensure ~~review~~our ~~and~~future ~~approve for each named executive officer~~success, ~~and particularly with regard~~ to ~~the~~provide ~~Chief~~incentives ~~Executive~~for ~~Officer,~~increasing ~~all~~our ~~components~~profits ofby ~~the~~awarding ~~executive’s~~executives ~~compensation.~~when Wecorporate ~~process~~goals ~~and~~are ~~factors~~achieved ~~(including individual~~ and ~~corporate~~to ~~performance~~align ~~measures and actual performance versus such measures) used by~~ the ~~Chief~~interests ~~Executive~~of ~~Officer~~executives ~~to recommend such awards. Additionally, we expect to review~~ and ~~approve the base salary, equity~~long-~~incentive~~term ~~awards~~stockholders. ~~(if~~The ~~any)~~compensation ~~and~~package ~~any~~of ~~other~~our ~~special~~named orexecutive ~~supplemental~~officers ~~benefits~~consists of ~~the~~two ~~named~~main ~~executive officers.~~elements:

~~The~~1. ~~Chief~~base ~~Executive~~salary ~~Officer~~for ~~will~~our ~~periodically~~executives ~~provide~~that ~~the~~is ~~Board~~competitive ~~with~~relative anto ~~evaluation~~the ~~of each named executive officer’s performance~~market, ~~based~~and onthat ~~the~~reflects individual performance, ~~goals~~retention and ~~objectives developed by the Chief Executive Officer at the beginning of the year, as well as~~ other ~~factors.~~relevant ~~The~~considerations; ~~Board provides an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations~~ and ~~changes in the compensation arrangements of our named executives.~~

~~Our~~2. ~~Compensation~~discretionary ~~Peer~~bonus ~~Group~~awards payable in cash and tied to the satisfaction of corporate objectives.

WeProcess intend to engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for ~~the~~Setting ~~purpose~~Executive ~~of comparing executive compensation levels.~~Compensation

23Until ~~Table~~such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of ~~Contents~~our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

~~Program~~The ~~Components~~Chief Executive Officer will periodically provide the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

Our Compensation ofPeer ~~Executive Officers and Directors~~Group

~~Since~~We ~~January~~intend ~~2020,~~to ~~the~~engage ~~Company~~in ~~has~~informal ~~not~~market ~~paid~~analysis ~~any~~in evaluating our executive compensation toarrangements. ~~any~~As ~~employee,~~the ~~executive~~Company orand ~~director,~~its ~~except~~businesses ~~that~~mature, ~~the~~we ~~Company~~may ~~has~~retain ~~agreed~~compensation toconsultants ~~issue~~that ~~Baobin~~will ~~He,~~assist ~~who~~us ~~became~~in ~~our~~developing ~~Chief~~a ~~Executive~~formal ~~Officer~~benchmark onand ~~February~~selecting ~~28,~~a ~~2024,~~compensation ~~1,000~~peer ~~shares~~group of ~~common~~companies ~~stock~~similar ~~each~~to ~~month~~us ~~issuable~~in atsize or business for the ~~end~~purpose of ~~our~~comparing ~~fiscal~~executive ~~year~~compensation levels.

~~The~~Program ~~Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.~~Components

WeCompensation ~~have no arrangements for the remuneration~~ of ~~our~~Executive ~~directors,~~Officers ~~except~~and that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities. No compensation was paid to our directors for service as a director during the year ended December 31, 2023.Directors

~~The~~Since ~~following~~January ~~table~~2020, ~~sets forth~~ the ~~cash~~Company ~~and~~has ~~other~~not ~~compensation~~ paid byany ~~the~~compensation ~~Company~~ to ~~its~~any ~~officers and directors during the fiscal years ended December 31~~employee, ~~2023 and December 31, 2022. All of the~~ executive ~~officers~~or ~~and Directors resigned their positions on January 9, 2024, except for Fei Wang, who resigned on February 28, 2024~~director.

Name and Position

Year

Salary

Bonus

Option Awards

All other Compensation

Total

Fei Wang

2023

None

Chief Executive Officer, President, and Director

2022

None

Zhenpeng Lu

2023

None

Marketing Director, Director

2022

None

Li Yang

2023

None

Administrative Director, Director

2022

None

Min Zhang

2023

None

Chief Financial Officer

2022

N/A

Jianbao Huang

2023

None

Secretary

2022

N/A

Yanying Feng

2023

None

Director

2022

N/A

The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.

Table of Contents

~~Employment~~We ~~Agreements~~have no arrangements for the remuneration of our directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities. No compensation was paid to our directors for service as a director during the year ended December 31, 2024.

~~There~~The ~~are~~following notable ~~current~~sets ~~employment~~forth ~~agreements~~the ~~between~~cash and other compensation paid by the Company to its officers and ~~our~~directors during the fiscal years ended December 31, 2024 and December 31, 2023. All of the executive ~~officer~~officers orand ~~understandings~~Directors ~~regarding~~resigned ~~future~~their ~~compensation~~positions on January 9, 2024, except for Fei Wang, who resigned on February 28, 2024 and Baobin He who resigned on September 25, 2024.

Outstanding Equity Awards at Fiscal Year-End

Name and Position

Year

Salary

Bonus

Option Awards

All other Compensation

Total

Daohong Hua

Chief Executive Officer, Chief Financial Officer, and Director

2024

None

Ye Yuan

Director

2024

None

Baobin He

Chief Executive Officer, Chief

Financial Officer, and Director

2024

None

Fei Wang

2024

None

Chief Executive Officer, President, and Director

2023

None

Zhenpeng Lu

2024

None

Marketing Director, Director

2023

None

Li Yang

2024

None

Administrative Director, Director

2023

None

Min Zhang

2024

None

Chief Financial Officer

2023

None

Jianbao Huang

2024

None

Secretary

2023

None

Yanying Feng

2023

None

Director

2022

N/A

NoEmployment ~~executive officer received any equity awards, or holds exercisable or unexercisable options, as of December 31, 2023.~~Agreements

~~Long-Term~~There ~~Incentive~~are ~~Plans~~no current employment agreements between the Company and our executive officer or understandings regarding future compensation.

~~There~~25 ~~are~~Table noof ~~arrangements or plans in which the Company would provide pension, retirement or similar benefits for directors or executive officers.~~Contents

~~Compensation~~Outstanding ~~Committee~~Equity Awards at Fiscal Year-End

WeNo doexecutive ~~not~~officer ~~currently~~received ~~have~~any aequity ~~compensation~~awards, ~~committee~~or ofholds ~~our~~exercisable ~~Board~~or ofunexercisable ~~Directors.~~options, ~~The Board~~ as aof ~~whole~~December ~~determines~~31, ~~executive compensation~~2024.

~~Compensation~~Long-Term ~~Risk~~Incentive ~~Management~~Plans

~~Our~~There ~~Board~~are ofno ~~directors~~arrangements ~~and~~or ~~human~~plans ~~resources~~in ~~staff~~which conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. ~~The~~would ~~assessment~~provide ~~included our cash incentive programs~~pension, ~~which~~retirement ~~awards~~or ~~non-executives~~similar ~~with~~benefits ~~cash bonuses~~ for ~~punctuality.~~directors ~~Our~~or ~~compensation~~executive ~~programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate)~~officers. ~~The risk-mitigating factors considered in this assessment included:~~

·Compensation the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and · effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.Committee

~~Compensation~~We ~~Committee~~do ~~Interlocks~~not ~~and~~currently ~~Insider~~have ~~Participation~~a compensation committee of our Board of Directors. The Board as a whole determines executive compensation.

~~We have not yet established a~~ Compensation ~~Committee.~~Risk Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, 2022, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company.Management

~~Compensation~~Our ~~Committee~~Board ~~Report~~of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

~~Our~~· ~~board~~the alignment of ~~directors~~pay ~~has~~philosophy, ~~reviewed~~peer ~~and~~group ~~discussed~~companies ~~the~~and ~~Compensation~~compensation ~~Discussion~~amounts ~~and~~relative ~~Analysis~~to inlocal ~~this~~competitive ~~report~~practices ~~with~~to ~~management.~~support ~~Based~~our onbusiness ~~its~~objectives; ~~review~~ and ~~discussion~~· ~~with~~effective ~~management,~~balance ~~the board~~ of ~~directors~~cash, ~~recommended~~short- ~~that~~and ~~the~~long-term ~~Compensation~~performance ~~Discussion~~periods, ~~and~~caps ~~Analysis~~on beperformance-based ~~included~~award inschedules ~~this~~and ~~Annual~~financial ~~Report~~metrics onwith ~~Form~~individual ~~10-K~~factors ~~for~~and ~~the~~Board ~~year~~and ~~ended~~management ~~December 31, 2022~~discretion.

25Compensation ~~Table~~Committee ofInterlocks ~~Contents~~and Insider Participation

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, 2022, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company.

Compensation Committee Report

Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2024.

Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of ~~March~~April 297, ~~2024~~2025, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is c/o Ever Harvest International Group, Inc., 3209, South Building, Building 3, No. 39 Hulan, West Road, Boashan District, Shanghai PRC.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Outstanding Shares of Class Owned (1)
Directors and Executive Officers
Baobin He (2)		0	%		0	%
Daohong Yuan (2)		0	%		0	%
		-			-
Officers and directors as a group (1 persons)
5% or more owners
Fei Wang		80,000,000	*		42.30	%
Zhengpeng Lu		27,200,000	*		14.38	%
Environmental Control Corp.		22,500,000	*		11.90	%
Li Yang		14,000,000	*		7.40	%
Total					75.99	%

*Restricted Shares

(1)

Applicable percentage ownership is based on 189,120,068 shares of common stock outstanding as of April 10, 2024, together with securities exercisable or convertible into shares of common stock within 60 days of April 10, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 29, 2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)

The Company has agreed to issue Baobin He, who became our Chief Executive Officer on February 28, 2024, 1,000 shares of common stock each month issuable at the end of our fiscal year.

(1)

Applicable percentage ownership is based on 189,120,068 shares of common stock outstanding as of April 7, 2025, together with securities exercisable or convertible into shares of common stock within 60 days of April 10, 2025. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of April 7, 2025 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Related Party Transactions

Since December 2018, the Company has utilized office space provided free of charge by Fei Wang.

26Due ~~Table~~to ofRelated ~~Contents~~Party

~~Convertible~~The ~~Debentures~~Company’s ~~Issued~~principal shareholder and former CEO, Fei Wang, paid certain expenses on behalf of the Company. The Company’s former CEO, Fei Wang, paid certain expenses on behalf of the Company. As of December 31, 2024 and December 31, 2023, the Company had a payable amount owed to ~~Related~~him ~~Parties~~of $134,963 and ~~Accrued~~$99,337, ~~Interest~~respectively.

On27 ~~July~~Table ~~15, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President~~ of the Company. The Company received $50,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.35 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,143 as additional paid-in capital and reduced the carrying value of the convertible debenture to $42,857. The carrying value had been accreted over the term of the convertible debenture up to its face value of $50,000. The Company can repay any portion of the loan and accrued interest at any time without penalty.Contents

OnITEM ~~November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company~~14. ~~The~~ ~~Company~~PRINCIPAL ~~received~~ACCOUNTING ~~$50,000~~FEES ~~which~~AND ~~is due five years from the advancement date~~SERVICES. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.35 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value has been accreted over the term of the convertible debenture up to its face value of $50,000. The Company can repay any portion of the loan and accrued interest at any time without penalty.

OnAll ~~April~~audit ~~21,~~work ~~2011,~~was ~~the~~performed ~~Company~~KCCW ~~entered~~Accountancy ~~into~~Corp. afor ~~convertible debenture agreement with a company controlled by~~ the ~~former~~fiscal ~~President~~years ofended ~~the~~December ~~Company. The Company received $50~~31,~~000~~ ~~which~~2024 isand ~~due~~December ~~five~~31, ~~years from the advancement date~~2023. ~~The loan is interest free for the first year~~, ~~after which it bears interest at a rate of 10% per annum~~respectively. ~~The~~ ~~accrued~~Our ~~interest~~board ~~is payable annually on the anniversaries~~ of ~~the~~directors ~~advancement~~does ~~date,~~not ~~commencing~~have onan ~~the~~audit ~~second anniversary~~committee. The ~~loan~~functions iscustomarily ~~secured~~delegated byto aan ~~patent~~audit ~~held~~committee ~~by the Company. Any portion of the loan and unpaid interest~~ are ~~convertible~~performed atby ~~any~~our ~~time~~full atboard ~~the option~~ of ~~the~~directors. ~~lender~~Our ~~into~~board ~~shares~~ of ~~common~~directors ~~stock~~approves ofin ~~the~~advance, ~~Company~~all atservices aperformed ~~conversion~~by ~~price~~KCCW ofAccountancy $0Corp.~~035 per~~, ~~share.~~but ~~The~~have ~~Company~~not ~~recognized~~adopted ~~the intrinsic value of the embedded beneficial conversion feature of $28,571 as additional paid~~pre-inapproval ~~capital~~policies ~~and~~or ~~reduced~~procedures. ~~the~~Our ~~carrying~~board ~~value~~ of ~~the~~directors ~~convertible debenture to $21,429. The carrying value~~ has ~~been~~considered ~~accreted~~whether ~~over~~ the ~~term~~provision of ~~the~~non-audit ~~convertible~~services ~~debenture~~is upcompatible towith ~~its~~maintaining ~~face~~the ~~value~~principal ofaccountant’s ~~$50,000.~~independence ~~The Company can repay any portion of the loan~~ and ~~accrued~~has ~~interest~~approved atsuch ~~any time without penalty~~services.

On August 29, 2011, the Company entered into a convertible debenture agreement with a company controlled by a former Vice President of the Company. The Company received $100,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.025 per share. The Company can repay any portion of the loan and accrued interest at any time without penalty.

	2024		2023

Audit Fees	$	9,000	$	9,000

Audit-Related Fees

Tax Fees

All Other Fees

Total	$	9,000	$	9,000

~~For~~Audit Fees - This category includes the ~~year~~audit ~~ended~~of ~~December~~our ~~31,~~annual ~~2022~~financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the ~~interest~~independent ~~expense~~registered ~~related~~public toaccounting ~~above~~firm ~~borrowings~~in ~~amounted~~connection towith ~~$14,167 ,~~engagements for those fiscal years. This category also includes advice on audit and ~~has~~accounting ~~been~~matters ~~reflected~~that arose during, or as ~~interest~~a ~~expense~~result onof, the ~~accompanying~~audit ~~statements~~or the review of ~~operations~~interim financial statements.

~~Write~~Audit-~~off~~Related Fees - This category consists of ~~Convertible~~assurance ~~Debentures~~and ~~Issued~~related services by the independent registered public accounting firm that are reasonably related to ~~Related~~the ~~Parties~~performance of the audit or review of our financial statements and ~~Related~~are ~~Accrued~~not ~~Interest~~reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

~~The~~Tax ~~Company received two legal opinion letters from~~Fees ~~its~~- ~~counsel~~This incategory ~~the~~consists ~~third quarter~~ of ~~2022,~~professional ~~stating~~services ~~that~~rendered ~~subject~~by toour ~~the~~independent ~~assumptions,~~registered ~~qualifications~~public ~~and~~accounting ~~exceptions~~firm ~~set~~for ~~forth~~tax ~~therein,~~compliance asand oftax ~~August~~advice. ~~11,~~The ~~2022~~services ~~and~~for ~~September 2, 2022,~~ the ~~collection~~fees ofdisclosed ~~convertible~~under ~~loans~~this ~~with~~category ~~principal~~include oftax ~~$150,000 and~~return ~~$100,000,~~preparation ~~respectively, including related accrued~~ and ~~unpaid~~technical ~~interest,~~tax ~~is time-barred under Nevada law NRS 11~~advice.~~010(2) due to the debenture holders’ failure to demand repayments of these convertible loans in a timely manner.~~

~~Therefore,~~All inOther ~~the third quarter of 2022, the Company determined to write off the related party loans and related accrued and unpaid interest totaling $516,508. The write~~Fees -~~off~~ ~~was~~This ~~treated~~category asconsists aof ~~capital~~fees ~~transaction~~for ~~and~~other ~~the~~miscellaneous ~~amount was recorded in additional paid-in capital~~items.

27Our ~~Table~~Board of ~~Contents~~Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.

~~Due~~28 toTable ~~Related~~of ~~Party~~Contents

~~The~~PART Company’s principal shareholder and former CEO, Fei Wang, paid certain expenses on behalf of the Company. During the year ended December 31, 2022, the Company sold 53,551,000 shares of common stock for $53,551. As the Company does not have a bank account, the fund was deposited directly to Mr. Wang’s personal bank account and was accounted for as a decrease in due to related party. As of December 31, 2023, the Company had a payable amount to him of $99,337.IV

ITEM 1415. ~~PRINCIPAL~~EXHIBITS ~~ACCOUNTING~~AND ~~FEES~~FINANCIAL ~~AND~~STATEMENT ~~SERVICES~~SCHEDULES.

~~All audit work was performed KCCW Accountancy Corp. for the fiscal years ended December 31, 2022 and December 31, 2023., respectively. Our board of directors does not have an audit committee.~~ The ~~functions~~following ~~customarily~~documents ~~delegated to an audit committee~~ are ~~performed~~filed byas ~~our~~part ~~full board~~ of ~~directors.~~this Our board of directors approves in advance, all services performed by KCCW Accountancy Corp., but have not adopted pre-approval policies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence and has approved such services.report:

		2023		2022
	(1)	Financial Statements
Audit Fees		$	9,000	$	9,000
	(2)	Financial Statement Schedules
Audit-Related Fees
		All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
Tax Fees
	(3)	Exhibits
All Other Fees
Total		$	9,000	$	9,000

Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation dated June 15, 2016 (1)
3.2		Bylaws (2)
4.1		Specimen of Common Stock Certificate (3)
4.2		Description of Securities (4)
10.1		Company Acquisition Agreement, dated September 14, 2021, by and between Environmental Control Corp and Yong Bai Chao New Retail (Shenzhen ) Co. Ltd. (5)
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024.*
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024.*
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
99.1		Custodial Order (1)
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).

Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.______________

~~Tax~~* ~~Fees -~~Filed ~~This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice~~herewith. ~~The services for the fees disclosed under this category include tax return preparation and technical tax advice.~~

All Other Fees - This category consists of fees for other miscellaneous items.

(1)	Incorporated by reference from registration statement on Form 10 filed with the Securities and Exchange Commission on January 24, 2020.
(2)	Incorporated by reference from registration statement on Form SB-2 filed with the Securities and Exchange Commission on November 23, 2004.
(3)	Incorporated by reference to Exhibit 4.1 included in the quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on June 8, 2022.
(4)	Incorporated by reference to Exhibit 4.2 included in the quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on June 8, 2022.
(5)	Incorporated by reference from current report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.

28 Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

	(1)	Financial Statements
	(2)	Financial Statement Schedules
		All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
	(3)	Exhibits

Exhibit		Description
3.1		Amended and Restated Articles of Incorporation dated June 15, 2016 (1)
3.2		Bylaws (2)
4.1		Specimen of Common Stock Certificate (3)
4.2		Description of Securities (4)
10.1		Company Acquisition Agreement, dated September 14, 2021, by and between Environmental Control Corp and Yong Bai Chao New Retail (Shenzhen ) Co. Ltd. (5)
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023.*
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023.*
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*
99.1		Custodial Order (1)
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.

(1)	Incorporated by reference from registration statement on Form 10 filed with the Securities and Exchange Commission on January 24, 2020.
(2)	Incorporated by reference from registration statement on Form SB-2 filed with the Securities and Exchange Commission on November 23, 2004.
(3)	Incorporated by reference to Exhibit 4.1 included in the quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on June 8, 2022.
(4)	Incorporated by reference to Exhibit 4.2 included in the quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on June 8, 2022.
(5)	Incorporated by reference from current report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2021

ITEM 16. FORM 10-K SUMMARY.

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Yong Bai Chao New Retail Corporation
Date: April 15, 2024	By:	/s/ Baobin He
Date: April 10, 2025	By:	/s/ Daohong Yuan
	Name:	~~Baobin~~Daohong HeYuan
	Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Baobin He	Chief Executive Officer, Chief Financial Officer and Director
/s/ Daohong Yuan	Chief Executive Officer, Chief Financial Officer and Director
Baobin He	(Principal Executive Officer and Principal Financial Officer)	April 15, 2024
	(Principal Executive Officer and Principal Financial Officer)	April 10, 2025

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

December 31, ~~2023~~2024

INDEX TO FINANCIAL STATEMENTS

		Page
Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 2851)		F-2

Balance Sheets		F-3

Statements of Operations		F-4

Statements of Changes in Stockholders’ Deficit		F-5

Statements of Cash Flows		F-6

Notes to Financial Statements		F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Yong Bai Chao New Retail Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Yong Bai Chao New Retail Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with the U.S. generally accepted accounting principles in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company has incurred recurring losses from operations, has minimal operations, and needs additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ KCCW Accountancy Corp.

We have served as the Company’s auditor since 2022.

Diamond Bar, California

April 1110, 2024

F-2

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

YONG BAI CHAO NEW RETAIL CORPORATION
BALANCE SHEETS
	December 31,			December 31,
	2024			2023
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-

TOTAL CURRENT ASSETS		-			-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	11,490		$	7,322
Due to related party		134,963			99,337

TOTAL CURRENT LIABILITIES		146,453			106,659

Commitments and contingencies

STOCKHOLDERS' DEFICIT:
Preferred stock ($0.001 par value; 10,000,000 shares authorized; 0 share issued and outstanding at December 31, 2024 and 2023)		-			-
Common stock ($0.001 par value; 190,000,000 shares authorized; 189,495,068 shares issued and 189,120,068 shares outstanding at December 31, 2024 and 2023)		195,496			195,496
Common stock to be issued		2,282			2,282
Treasury Stock		-			-
Additional paid-in capital		3,371,271			3,371,271
Accumulated deficit		(3,715,502	)		(3,675,708	)

TOTAL STOCKHOLDERS' DEFICIT		(146,453	)		(106,659	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

BALANCE SHEETS

	December 31,			December 31,
	2023			2022
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-
TOTAL CURRENT ASSETS		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	7,322		$	1,968
Due to related party		99,337			42,674
TOTAL CURRENT LIABILITIES		106,659			44,642
TOTAL LIABILITIES		106,659			44,642
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT:
Preferred stock ($0.001 par value; 10,000,000 shares authorized; 0 share issued and outstanding at December 31, 2023 and 2022)		-			-
Common stock ($0.001 par value; 190,000,000 shares authorized; 189,495,068 shares issued and 189,120,068 shares outstanding at December 31, 2023 and 2022)		195,496			195,496
Common stock to be issued		2,282			2,282
Treasury stock		-			-
Additional paid-in capital		3,371,271			3,371,271
Accumulated deficit		(3,675,708	)		(3,613,691	)
TOTAL STOCKHOLDERS’ DEFICIT		(106,659	)		(44,642	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

YONG BAI CHAO NEW RETAIL CORPORATION
STATEMENTS OF OPERATIONS

	For the years ended December 31,
	2024			2023

Revenue	$	-		$	-

Operating Expenses:
Professional fees		39,794			62,017

Total Operating Expenses		39,794			62,017

Loss from Operations		(39,794	)		(62,017	)

Loss Before Income Taxes		(39,794	)		(62,017	)

Income Taxes		-			-

Net Loss	$	(39,794	)	$	(62,017	)

Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding:
Basic and diluted		189,120,068			189,120,068

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF OPERATIONS

	For the year ended
	December 31,
	2023			2022
Revenue	$	-		$	-
Operating expenses:
Professional fees		62,017			82,046
Total operating expenses		62,017			82,046
Loss from operations		(62,017	)		(82,046	)
Other income (expense):
Interest expense		-			(14,167	)
Total other expense		-			(14,167	)
Loss before income taxes		(62,017	)		(96,213	)
Provision for income tax		-			-
Net loss	$	(62,017	)	$	(96,213	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding:
Basic and diluted		189,120,068			171,220,569

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

YONG BAI CHAO NEW RETAIL CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

	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, 2022		189,120,068	$	195,496	$	2,282		375,000	$	-	$	3,371,271	$	(3,613,691	)	$	(44,642	)
Net loss		-		-		-		-		-		-		(62,017	)		(62,017	)
Balance at December 31, 2023		189,120,068		195,496		2,282		375,000		-		3,371,271		(3,675,708	)		(106,659	)
Net loss		-		-		-		-		-		-		(39,794	)		(39,794	)
Balance at December 31, 2024		189,120,068	$	195,496	$	2,282		375,000	$	-	$	3,371,271	$	(3,715,502	)	$	(146,453	)

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	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, 2021		135,569,068	$	141,945	$	2,282		375,000	$	375		$	2,854,388	$	(3,517,478	)	$	(518,488	)
Correction of an error		-		-		-		-		(375	)		375		-			-
Common stock sold for cash		53,551,000		53,551		-		-		-			-		-			53,551
Conversion of related party loans and related accrued interest to equity		-		-		-		-		-			516,508		-			516,508
Net loss		-		-		-		-		-			-		(96,213	)		(96,213	)
Balance at December 31, 2022		189,120,068		195,496		2,282		375,000		-			3,371,271		(3,613,691	)		(44,642	)
Net loss		-		-				-		-			-		(62,017	)		(62,017	)
Balance at December 31, 2023		189,120,068	$	195,496	$	2,282		375,000	$	-		$	3,371,271	$	(3,675,708	)	$	(106,659	)

F-5

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

YONG BAI CHAO NEW RETAIL CORPORATION
STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(39,794	)	$	(62,017	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		4,168			5,354
Due to related party		35,626			56,663

NET CASH USED IN OPERATING ACTIVITIES		-			-

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 financial statements.

STATEMENTS OF CASH FLOWS

	For the year ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(62,017	)	$	(96,213	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		5,354			(463	)
Accounts payable and accrued liabilities - related parties		-			14,167
Due to related party		56,663			28,958
NET CASH USED IN OPERATING ACTIVITIES		-			(53,551	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock					53,551
NET CASH PROVIDED BY FINANCING ACTIVITES		-			53,551
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	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of related party payable to equity	$	-		$	516,508

The accompanying notes are an integral part of these financial statements.

F-6

Table of Contents

YONG BAI CHAO NEW RETAIL CORPORATION

NOTES TO FINANCIAL STATEMENTS

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 known 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~~31 st.

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 year ended December 31, ~~2023~~2024. The Company’s management efforts are focused on seeking out a new and profitable operating business with ~~strong~~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

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

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 December 31, ~~2023~~2024 and December 31, ~~2022~~2023.

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.

F-7

Table of Contents

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 financial statements, primarily due to their short-term nature.

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 financial statements, the Company had accumulated deficit of $3,~~675~~715,~~708~~502 and working capital deficit of $~~106~~146,~~659~~453 atas of December 31, ~~2023~~2024 and has incurred recurring net loss of $6239,~~017~~794 for the year ended December 31, ~~2023~~2024. The Company has no current operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months from the date the Company’s financial statements are released. Management intends to fund the ongoing operations of the Company while seeking potential business acquisition opportunities.

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 is currently evaluating the impact of adoption of this ASU on its financial statements.

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. The Company received $50,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.35 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,143 as additional paid-in capital and reduced the carrying value of the convertible debenture to $42,857. The carrying value had been accreted over the term of the convertible debenture up to its face value of $50,000. The Company can repay any portion of the loan and accrued interest at any time without penalty.

On November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.35 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value has been accreted over the term of the convertible debenture up to its face value of $50,000. The Company can repay any portion of the loan and accrued interest at any time without penalty.

F-8 Table of Contents

On April 21, 2011, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. The accrued interest is payable annually on the anniversaries of the advancement date, commencing on the second anniversary. The loan is secured by a patent held by the Company. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $28,571 as additional paid-in capital and reduced the carrying value of the convertible debenture to $21,429. The carrying value has been accreted over the term of the convertible debenture up to its face value of $50,000. The Company can repay any portion of the loan and accrued interest at any time without penalty.

For the years ended December 31, 2023 and 2022, the interest expense related to above borrowings amounted to $0 and $14,167, respectively, and has been reflected as interest expense on the accompanying statements of operations.

Write-off of Convertible Debentures Issued to Related Parties and Related Accrued Interest

The Company received two legal opinion letters from its counsel in the third quarter of 2022, stating that subject to the assumptions, qualifications and exceptions set forth therein, as of August 11, 2022 and September 2, 2022, the collection of convertible loans with principal of $150,000 and $100,000, respectively, including related accrued and unpaid interest, is time-barred under Nevada law NRS 11.010(2) due to the debenture holders’ failure to demand repayments of these convertible loans in a timely manner.

Therefore, in the third quarter of 2022, the Company determined to write off the related party loans and related accrued and unpaid interest totaling $516,508. The write-off was treated as a capital transaction and the amount was recorded in additional paid-in capital.

Due to Related Party

The Company’s former CEO, Fei Wang, paid certain expenses on behalf of the Company. ~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2022~~2024, ~~the~~and ~~Company~~December ~~sold 53~~31,~~551,000 shares~~ ~~of common stock for $53~~2023,~~551.~~ As the Company ~~does~~had ~~not have~~ a ~~bank~~payable ~~account,~~amount ~~the~~owed ~~funds were deposited directly~~ to ~~Mr.~~him ~~Wang’s~~of ~~personal~~$134,963 ~~bank account~~ and ~~was~~$99,337, ~~accounted for as a decrease in due to related party~~respectively.

As of December 31, 2023 and December 31, 2022, the Company had a payable amount owed to him of $99,337 and $42,674, respectively.

NOTE 3 – COMMITMENTS AND CONTINCENGIES

On July 1, 2009, the Company entered into an investor relations agreement. Pursuant to such agreement, the Company agreed to pay a fee of $1,000 per month for a period of six months beginning on August 1, 2009 and ending January 1, 2010. The Company should have issued 75,000 shares within 7 days of signing the agreement. Any payments over 45 days would be subject to a penalty fee of 10% per week. On February 8, 2010, the Company issued 75,000 shares of common stock, which was included in common stock to be issued on December 31, 2009 at a value of $2,282. On January 1, 2010, the agreement was extended for twelve months, and the Company should have issued an additional 75,000 shares. On January 1, 2011, the agreement with the investor relation firm was extended for twelve months for no additional consideration and can be cancelled by either party by giving one month written notice. As of December 31, ~~2023~~2024 and ~~2022~~December 31, 2023, the additional shares have not been issued and have been included in common stock to be issued at a value of $2,282.

~~NOTE 4~~ F-8 ~~STOCKHOLDERS’~~Table ~~DEFICIT~~of Contents

NOTE 4 – STOCKHOLDERS’ DEFICIT

On May 11, 2023, the Company’s board of directors approved the amendment to and adoption of 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”). On May 17, 2023, the majority stockholders by written consent adopted and ratified the Amended and Restated Articles of Incorporation.

~~F-9~~As ~~Table~~a result of ~~Contents~~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.

As a result of the Reverse Stock Split, each 20 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.

Common Stock Sold for Cash

During the year ended December 31, 2022, the Company sold 53,551,000 shares of common stock at a purchase price of $0.001 per share to investors pursuant to stock purchase agreements. The Company did not engage any placement agent with respect to the sales (see Note 2).

As of December 31, 2023 and 2022, there were 189,120,068 (pre reverse split) shares of common stock outstanding.

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 the years ended December 31, ~~2023~~2024 and ~~2022~~2023:

	For the YearsEnded December 31,
	2023			2022
	2024			2023
Statutory tax benefit		(21	)%		(21	)%
Change in deferred tax asset valuation allowance		21	%		21	%
Provision for income taxes	-		%	-		%

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date on which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, ~~2023~~2024 have been incorporated into these financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”.”

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