YONG BAI CHAO NEW RETAIL CORPORATION Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, 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"). 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. 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 used in this Form 10-Q, 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.
General Background of the Registrant
Business Objectives of the Registrant
As of the date of this report, 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 company or an acquisition of assets. We do not intend to limit ourselves to a particular industry and we have not established any particular criteria upon which we shall consider and proceed with a business opportunity. We expect to utilize our capital stock, debt or 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:
? may reduce the equity interest of our existing stockholders;
? may cause a change in control if a substantial number of our shares of
capital stock are issued, and most likely will also result in the resignation
or removal of our present officer and director; and
? may adversely affect the prevailing market price for our common stock.
Similarly, if we issued debt securities, it could result in:
? default and foreclosure on our assets if our operating revenues after a
business combination were insufficient to pay our debt obligations;
? acceleration of 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.
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Based on our current business activities, we are a "shell company" as defined under the Exchange Act because we have no operations and nominal assets consisting solely of cash and/or cash equivalents. We are also a "blank check" company as defined under the Exchange Act because we are a development stage company that is issuing a "penny stock" (as defined under the Exchange Act) and have no specific business plan or purpose other than to merge with an unidentified company or companies. Our status as a blank check company and a shell company will impact our company and shareholders in many ways, including:
? the application of Rule 419 to any public offering of securities we may
undertake, which could make closing such an offering more difficult than if
we were not subject to such rule;
? the application of the "penny stock" rules to shares of our common stock,
which provide for enhanced disclosures by broker-dealers to persons desiring
to purchase our stock in the open market, which may diminish demand for our
stock in the open market;
? limitations on the availability of Rule 144 to our shareholders who hold
restricted stock, which may render raising capital in private transactions
more difficult; and
? limitations on the availability of Form S-8 to register shares of common
stock issuable to our employees and consultants.
Our management 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.
We anticipate that the selection of an appropriate business opportunity will be complex and extremely risky and we cannot assure you that we will be successful in concluding a transaction or if we do, that we will be successful thereafter. Our lack of financial and personnel resources may negatively impact our ability to consummate an attractive transaction or cause us to discontinue operations before we enter such a transaction.
We cannot assure you that we will be successful in concluding a business transaction. We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that we will achieve long-term or immediate short-term earnings from any business transaction.
Any entity with which we enter into a business transaction 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 operations 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.
Our management anticipates that our Company likely will affect only one business transaction, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.
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Results of Operations for the Three Months Ended
During the three months ended
Results of Operations for the Nine Months Ended
During the nine months ended
Liquidity and Capital Resources
As of
The Company does not presently have any capital or sources of liquidity and relies on contributions from its stockholders to fund its operations, who have no contractual obligation to loan or otherwise supply any capital to the Company. The Company's lack of capital and no certain sources of cash to fund its operations represents a significant risk for the Company's ability to continue operations.
Cash Flows from Financing Activities
For the nine months ended
We do not expect to engage in any substantive activities unless and until such time as we enter into a business transaction, if ever. We are dependent upon interim funding provided by current management to pay the cost associated with being a public company, among other fees and expenses. Our current management has agreed orally to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by management. If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.
During the next twelve months, we anticipate incurring costs related to:
? maintaining our corporate existence such as annual fees due to theState of Nevada ; ? filing periodic reports under the Exchange Act including filing accounting and legal fees; and ? investigating and analyzing business opportunities and possibly consummating a business transaction.
These costs are difficult to quantify given the multitude of variables
associated with such activities. Our ongoing expenses will result in continued
net operating losses that will increase until we can consummate a business
combination with a profitable operating company, if ever. We anticipate that
fees associated with filing of Exchange Act reports including accounting fees
and legal fees and payment of annual corporate fees will not exceed
15 Going Concern
Our negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of its securities and attain future profitable operations. Management's plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
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