Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Yong Bai Chao New Retail Corp | |
Entity Central Index Key | 0001284454 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 135,569,068 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-206764 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-3626387 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 3209, South Building | |
Entity Address Address Line 2 | Building 3, No. 39 Hulan | |
Entity Address Address Line 3 | West Road, Boashan District | |
Entity Address City Or Town | Shanghai | |
City Area Code | 186 | |
Local Phone Number | 21601569 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 0 | $ 0 |
TOTAL CURRENT ASSETS | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,431 | 53,118 |
Accounts payable and accrued liabilities - related parties | 300,459 | 227,339 |
Due to related party | 4,725 | 0 |
Convertible debenture | 50,000 | 50,000 |
Convertible debentures - related parties | 250,000 | 250,000 |
TOTAL CURRENT LIABILITIES | 607,615 | 580,457 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock ($.001 par value; 10,000,000 shares authorized; 0 share issued and outstanding at September 30, 2021 and December 31, 2020) | 0 | 0 |
Common stock ($.001 par value; 180,000,000 shares authorized; 135,569,068 and 105,569,068 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively) | 141,945 | 111,945 |
Common stock to be issued | 2,282 | 2,282 |
Additional paid-in capital | 2,804,763 | 2,071,913 |
Accumulated deficit | (3,556,605) | (2,766,597) |
TOTAL STOCKHOLDERS' DEFICIT | (607,615) | (580,457) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONDENSED BALANCE SHEETS | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 180,000,000 | 180,000,000 |
Common stock shares issued | 135,569,068 | 105,569,068 |
Common stock shares outstanding | 135,569,068 | 105,569,068 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
Consulting fees | 0 | 0 | 753,000 | 0 |
Professional fees | 7,156 | 21,175 | 17,006 | 21,175 |
Other general and administrative | 0 | 2,207 | 0 | 2,207 |
Total Operating Expenses | 7,156 | 23,382 | 770,006 | 23,382 |
Loss from Operations | (7,156) | (23,382) | (770,006) | (23,382) |
Other Income (Expense): | ||||
Gain on extinguishment of debt and related interest | 0 | 0 | 0 | 0 |
Interest expense | (6,250) | (15,982) | (20,002) | (47,946) |
Total Other Income (Expense) | (6,250) | (15,982) | (20,002) | (47,946) |
Income (Loss) Before Income Taxes | (13,406) | (39,364) | (790,008) | (71,328) |
Income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (13,406) | $ (39,364) | $ (790,008) | $ (71,328) |
Net income (loss) per common share: | ||||
Net income (loss) per common share Basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Net income (loss) per common share Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding: | ||||
Weighted average number of common shares outstanding Basic | 135,569,068 | 105,569,068 | 125,678,958 | 105,569,068 |
Weighted average number of common shares outstanding Diluted | 141,283,353 | 105,569,068 | 125,678,958 | 105,569,068 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Preferred Stock | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 105,569,068 | |||||
Balance, amount at Dec. 31, 2019 | $ (1,341,282) | $ 0 | $ 111,945 | $ 2,282 | $ 1,599,855 | $ (3,055,364) |
Net loss | (15,982) | 0 | $ 0 | 0 | 0 | (15,982) |
Balance, shares at Mar. 31, 2020 | 105,569,068 | |||||
Balance, amount at Mar. 31, 2020 | (1,357,264) | 0 | $ 111,945 | 2,282 | 1,599,855 | (3,071,346) |
Balance, shares at Dec. 31, 2019 | 105,569,068 | |||||
Balance, amount at Dec. 31, 2019 | (1,341,282) | 0 | $ 111,945 | 2,282 | 1,599,855 | (3,055,364) |
Net loss | (71,328) | |||||
Common stock issued for services, amount | 0 | |||||
Conversion of related party payable to equity | 0 | |||||
Balance, shares at Sep. 30, 2020 | 105,569,068 | |||||
Balance, amount at Sep. 30, 2020 | (1,412,610) | $ 111,945 | 2,282 | 1,599,855 | (3,126,692) | |
Balance, shares at Mar. 31, 2020 | 105,569,068 | |||||
Balance, amount at Mar. 31, 2020 | (1,357,264) | 0 | $ 111,945 | 2,282 | 1,599,855 | (3,071,346) |
Net loss | (15,982) | 0 | $ 0 | 0 | 0 | (15,982) |
Balance, shares at Jun. 30, 2020 | 105,569,068 | |||||
Balance, amount at Jun. 30, 2020 | (1,373,246) | 0 | $ 111,945 | 2,282 | 1,599,855 | (3,087,328) |
Net loss | (39,364) | 0 | $ 0 | (39,364) | ||
Balance, shares at Sep. 30, 2020 | 105,569,068 | |||||
Balance, amount at Sep. 30, 2020 | (1,412,610) | $ 111,945 | 2,282 | 1,599,855 | (3,126,692) | |
Balance, shares at Dec. 31, 2020 | 105,569,068 | |||||
Balance, amount at Dec. 31, 2020 | (580,457) | 0 | $ 111,945 | 2,282 | 2,071,913 | (2,766,597) |
Net loss | (13,502) | 0 | $ 0 | 0 | 0 | 13,502 |
Balance, shares at Mar. 31, 2021 | 105,569,068 | |||||
Balance, amount at Mar. 31, 2021 | (593,959) | 0 | $ 111,945 | 2,282 | 2,071,913 | (2,780,009) |
Balance, shares at Dec. 31, 2020 | 105,569,068 | |||||
Balance, amount at Dec. 31, 2020 | (580,457) | 0 | $ 111,945 | 2,282 | 2,071,913 | (2,766,597) |
Net loss | (790,008) | |||||
Common stock issued for services, amount | 753,000 | |||||
Conversion of related party payable to equity | 9,850 | |||||
Balance, shares at Sep. 30, 2021 | 135,569,068 | |||||
Balance, amount at Sep. 30, 2021 | (607,615) | 0 | $ 141,945 | 2,282 | 2,804,763 | (3,556,605) |
Balance, shares at Mar. 31, 2021 | 105,569,068 | |||||
Balance, amount at Mar. 31, 2021 | (593,959) | 0 | $ 111,945 | 2,282 | 2,071,913 | (2,780,009) |
Net loss | (763,100) | 0 | $ 0 | 0 | 0 | (763,100) |
Common stock issued for services, shares | 30,000,000 | |||||
Common stock issued for services, amount | 753,000 | 0 | $ 30,000 | 0 | 723,000 | 0 |
Conversion of related party payable to equity | 9,850 | 0 | $ 0 | 0 | 9,850 | 0 |
Balance, shares at Jun. 30, 2021 | 135,569,068 | |||||
Balance, amount at Jun. 30, 2021 | (594,209) | 0 | $ 141,945 | 2,282 | 2,804,763 | (3,543,199) |
Net loss | (13,406) | 0 | $ 0 | 0 | (13,406) | |
Balance, shares at Sep. 30, 2021 | 135,569,068 | |||||
Balance, amount at Sep. 30, 2021 | $ (607,615) | $ 0 | $ 141,945 | $ 2,282 | $ 2,804,763 | $ (3,556,605) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (790,008) | $ (71,328) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based service fees | 753,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | (50,687) | 71,328 |
Accounts payable and accrued liabilities - related parties | 73,120 | 0 |
Due to related party | 14,575 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | 0 | 0 |
NET INCREASE IN CASH | 0 | 0 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income tax | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of related party payable to equity | $ 9,850 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) was organized under the laws of the State of Nevada on February 17, 2004. The Company’s fiscal year end is December 31 st Currently, the Company only possesses minimal assets and liabilities with no substantial business operations. There were no significant revenues or positive cash flows for the nine months ended September 30, 2021. The Company’s management efforts are focused on seeking out a new and profitable operating business with strong growth potential. Unless and until the Company’s successful acquisition of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company. Basis of Presentation The accompanying unaudited condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of the Company without audit. The condensed balance sheet at December 31, 2020 was derived from audited financial statements but may not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the period presented. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s year 2020 Annual Report on Form 10-K and other financial reports filed by the Company from time to time. Cash and Cash Equivalents The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020. 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. Significant estimates during the three and nine months ended September 30, 2021 and 2020 include valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. Income Taxes Income taxes are provided in accordance with Accounting Standards Codification (“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 earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended September 30, 2021 and 2020, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible debentures (using the if-converted method). The following is a reconciliation of the basic and diluted net income (loss) per share computations for the three and nine months ended September 30, 2021 and 2020: Basic net income (loss) per share Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Basic $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) Diluted net income (loss) per share Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Add: interest expense for convertible debentures 6,250 - - - Net income (loss) available to common stockholders for diluted net income (loss) per share of common stock $ (7,156 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Effect of dilutive securities: Convertible debentures 5,714,285 - - - Weighted average common stock outstanding - diluted 141,283,353 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Diluted $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed interim financial statements, primarily due to their short-term nature. Stock-based Compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. The Company issued common stock to consultants for services in April 2021. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instrument issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. Concentration of Credit Risk There are no financial instruments that potentially subject the Company to concentration of credit risk. The Company has not experienced losses and management believes the Company is not exposed to significant credit risks. Going Concern Risk As reflected in the accompanying unaudited condensed financial statements, the Company had working capital deficit of $607,615 at September 30, 2021 and has incurred recurring net loss of $790,008 for the nine months ended September 30, 2021. 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 next twelve months from the date the Company’s interim financial statements are released. Management intends to fund the ongoing operations of the Company while seeking potential business acquisition opportunities. Recent Accounting Pronouncements Accounting standards that have been issued or proposed by Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 2 - RELATED PARTY TRANSACTIONS | 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. 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. 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. As of September 30, 2021 and December 31, 2020, the related accrued and unpaid interest for these related party loans was $246,091 and $227,339, respectively, and has been included in accounts payable and accrued liabilities – related parties on the accompanying condensed balance sheets. Due to Related Party During the first half of 2021, the Company’s former CEO, Lili Xin, paid certain expenses on behalf of the Company. As of June 30, 2021, the Company had a payable to Ms. Xin of $9,850. The amount of $9,850 was converted into equity on June 30, 2021. Commencing on August 10, 2021, the Company’s CEO, Fei Wang, paid certain expenses on behalf of the Company. As of September 30, 2021, the Company had a payable amount to him of $4,725. |
CONVERTIBLE DEBENTURE
CONVERTIBLE DEBENTURE | 9 Months Ended |
Sep. 30, 2021 | |
NOTE 3 - CONVERTIBLE DEBENTURE | NOTE 3 - CONVERTIBLE DEBENTURE On May 18, 2010, the Company entered into a convertible loan agreement. The Company received $50,000 which bore interest at 10% per annum and was due five years from the advancement date. Interest was accrued from the advancement date and was payable on the fifth anniversary of the advancement date. Any portion of the loan and unpaid interest were 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 $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value had been accreted over the term of the convertible debenture up to its face value of $50,000. This loan and related accrued interest were written off on March 31, 2021 (See Note 4). |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2021 | |
CAPITAL STOCK | |
NOTE 4 - CAPITAL STOCK | NOTE 4 - CAPITAL STOCK Common Shares Issued for Services During the nine months ended September 30, 2021, the Company issued a total of 30,000,000 shares of its common stock for services rendered. These shares were valued at $753,000, the fair market values on the grant dates using the reported closing share prices on the dates of grant, and the Company recorded stock-based consulting fees of $753,000 for the nine months ended September 30, 2021. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS | |
NOTE 5 - COMMITMENTS | NOTE 5 - COMMITMENTS On July 1, 2009, the Company entered into an investor relations agreement. Pursuant to the 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 must also issue 75,000 shares within 7 days of signing the agreement. Any payments over 45 days will 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 at December 31, 2009 at a value of $2,282. On January 1, 2010, the agreement was extended for twelve months, and the Company will issue an additional 75,000 shares. On January 1, 2011, the agreement was extended for twelve months for no additional consideration and can be cancelled by either party by giving one month written notice. As of September 30, 2021, the additional shares have not been issued and have been included in common stock to be issued at a value of $2,282. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 6 - SUBSEQUENT EVENTS | NOTE 6 - SUBSEQUENT EVENTS On September 14, 2021, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with Yong Bai Chao New Retail (Shenzhen) Co. Ltd. (“YBC"). Pursuant to the terms of the Acquisition Agreement, the Company agreed to acquire all of the issued and outstanding securities of YBC in exchange for 50 million shares of its common stock. The closing of this transaction is subject to certain terms and conditions described in the Acquisition Agreement. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization and Description of Business | Yong Bai Chao New Retail Corporation (“we”, “us”, or the “Company”) (formerly knowns as Boss Minerals, Inc. and Environmental Control Corp., respectively) was organized under the laws of the State of Nevada on February 17, 2004. The Company’s fiscal year end is December 31 st Currently, the Company only possesses minimal assets and liabilities with no substantial business operations. There were no significant revenues or positive cash flows for the nine months ended September 30, 2021. The Company’s management efforts are focused on seeking out a new and profitable operating business with strong growth potential. Unless and until the Company’s successful acquisition of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company. |
Basis of Presentation | The accompanying unaudited condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission from the accounts of the Company without audit. The condensed balance sheet at December 31, 2020 was derived from audited financial statements but may not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited; however, in the opinion of management, the information presented reflects all adjustments of a normal recurring nature which are necessary to present fairly the Company’s financial position and results of operations and cash flows for the period presented. It is recommended that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s year 2020 Annual Report on Form 10-K and other financial reports filed by the Company from time to time. |
Cash and Cash Equivalents | The Company considers all highly liquid short-term investments with a maturity of three months or less at time of purchase to be cash equivalents. There were no cash equivalents as of September 30, 2021 and December 31, 2020. |
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. Significant estimates during the three and nine months ended September 30, 2021 and 2020 include valuation of deferred tax assets and the associated valuation allowances, and valuation of stock-based compensation. |
Income Taxes | Income taxes are provided in accordance with Accounting Standards Codification (“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 | 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 earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended September 30, 2021 and 2020, potentially dilutive common shares consist of common stock issuable upon the conversion of convertible debentures (using the if-converted method). The following is a reconciliation of the basic and diluted net income (loss) per share computations for the three and nine months ended September 30, 2021 and 2020: Basic net income (loss) per share Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Basic $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) Diluted net income (loss) per share Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Add: interest expense for convertible debentures 6,250 - - - Net income (loss) available to common stockholders for diluted net income (loss) per share of common stock $ (7,156 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Effect of dilutive securities: Convertible debentures 5,714,285 - - - Weighted average common stock outstanding - diluted 141,283,353 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Diluted $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) |
Fair Value of Financial Instruments | The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed interim financial statements, primarily due to their short-term nature. |
Stock-Based Compensation | The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees to be recognized as expense in the statements of operations based on their grant date fair values. The Company issued common stock to consultants for services in April 2021. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instrument issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. |
Concentration of Credit Risk | There are no financial instruments that potentially subject the Company to concentration of credit risk. The Company has not experienced losses and management believes the Company is not exposed to significant credit risks. |
Going Concern Risk | As reflected in the accompanying unaudited condensed financial statements, the Company had working capital deficit of $607,615 at September 30, 2021 and has incurred recurring net loss of $790,008 for the nine months ended September 30, 2021. 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 next twelve months from the date the Company’s interim financial statements are released. Management intends to fund the ongoing operations of the Company while seeking potential business acquisition opportunities. |
Recently Issued Accounting Pronouncements | Accounting standards that have been issued or proposed by Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basic net income (loss) per share | Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Basic $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Net income (loss) available to common stockholders for basic net income (loss) per share of common stock $ (13,406 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Add: interest expense for convertible debentures 6,250 - - - Net income (loss) available to common stockholders for diluted net income (loss) per share of common stock $ (7,156 ) $ (39,364 ) $ (790,008 ) $ (71,328 ) Weighted average common stock outstanding - basic 135,569,068 105,569,068 125,678,958 105,569,068 Effect of dilutive securities: Convertible debentures 5,714,285 - - - Weighted average common stock outstanding - diluted 141,283,353 105,569,068 125,678,958 105,569,068 Net income (loss) per share: Diluted $ 0.00 $ (0.00 ) $ (0.01 ) $ (0.00 ) |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) per share: Basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
Basic net income (loss) per share [Member] | ||||
Net income (loss) available to common stockholders for basic net income (loss) per share of common stock | $ (13,406) | $ (39,364) | $ (790,008) | $ (71,328) |
Weighted average common stock outstanding - basic | 135,569,068 | 105,569,068 | 125,678,958 | 105,569,068 |
Net income (loss) per share: Basic | $ 0 | $ 0 | $ (0.01) | $ 0 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) per share: Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Diluted net income (loss) per share [Member] | ||||
Net income (loss) available to common stockholders for basic net income (loss) per share of common stock | $ (13,406) | $ (39,364) | $ (790,008) | $ (71,328) |
Add: interest expense for convertible debentures | 6,250 | |||
Net income (loss) available to common stockholders for diluted net income (loss) per share of common stock | $ (7,156) | $ (39,364) | $ (790,008) | $ (71,328) |
Weighted average common stock outstanding - basic | 135,569,068 | 105,569,068 | 125,678,958 | 105,569,068 |
Convertible debentures | $ 5,714,285 | |||
Weighted average common stock outstanding - diluted | 141,283,353 | 105,569,068 | 125,678,958 | 105,569,068 |
Net income (loss) per share: Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | |
Working capital deficit | $ (607,615) |
Net loss | $ (790,008) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative)) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Due to related party | $ 4,725 | $ 0 | |
Converted conversion amount | 50,000 | 50,000 | |
Due to Related Party [Member] | |||
Due to related party | 4,725 | $ 9,850 | |
Converted conversion amount | $ 9,850 | ||
July 15, 2010 [Member] | |||
Beneficial conversion feature additional paid in capital | 7,143 | ||
Carrying value of convertible debenture | 42,857 | ||
Convertible debenture face value | $ 50,000 | ||
Conversion price per share | $ 0.35 | ||
Convertible debentures descriptions | 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. | ||
August 29, 2011 [Member] | |||
Conversion price per share | $ 0.025 | ||
Convertible debentures descriptions | 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. | ||
Related party loans | $ 246,091 | $ 227,339 | |
November 30, 2010 [Member] | |||
Beneficial conversion feature additional paid in capital | 21,429 | ||
Carrying value of convertible debenture | 28,571 | ||
Convertible debenture face value | $ 50,000 | ||
Conversion price per share | $ 0.35 | ||
Convertible debentures descriptions | 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. | ||
April 21, 2011 [Member] | |||
Beneficial conversion feature additional paid in capital | $ 21,429 | ||
Carrying value of convertible debenture | 28,571 | ||
Convertible debenture face value | $ 50,000 | ||
Conversion price per share | $ 0.035 | ||
Convertible debentures descriptions | The Company received $50,000 which is due five years from the advancement date. The loan is interest free for the first year, after which it bears interest at a rate of 10% per annum. |
CONVERTIBLE DEBENTURE (Details
CONVERTIBLE DEBENTURE (Details Narrative) - Convertible Loan Agreement [Member] | 1 Months Ended |
May 18, 2010USD ($)$ / shares | |
Proceeds from convertible debenture | $ 50,000 |
Interest rate | 10.00% |
Debt term | five |
Debt instrument, conversion price | $ / shares | $ 0.035 |
Beneficial conversion feature as additional paid in capital | $ 21,429 |
Reduced carrying value of convertible debenture | 28,571 |
Face Value of convertible debenture | $ 50,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
CAPITAL STOCK | |
Common stock value issued for services | $ 753,000 |
Common stock shares issued for services | shares | 30,000,000 |
Stock based consulting fees | $ 753,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Feb. 08, 2010 | Jul. 01, 2009 | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2010 | Dec. 31, 2009 |
COMMITMENTS | ||||||
Investor relations agreement description | Pursuant to the 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 must also issue 75,000 shares within 7 days of signing the agreement. Any payments over 45 days will be subject to a penalty fee of 10% per week. | |||||
Consulting fee per month | $ 1,000 | |||||
Penalty fees per week | 10.00% | |||||
Shares issued for services, shares | 75,000 | |||||
Common stock shares issued during the period, shares | 75,000 | |||||
Common Stock to be Issued | $ 2,282 | $ 2,282 | $ 2,282 | |||
Additional shares issued | 75,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) shares in Millions | Aug. 10, 2021shares |
Acquisition Agreement [Member] | |
Comon stock shares sold | 50 |