Nongfu Shop Reports Zero Revenue, Mounting Deficit Amid Search for Business

TL;DR

**NFSN is a zombie shell company with no business, burning cash, and relying on related party loans – avoid at all costs.**

AI Summary

Nongfu Shop Digital New Retail Co., Ltd. (NFSN) reported no revenue for the three and nine months ended September 30, 2025, consistent with the prior year. The company incurred a net loss of $7,000 for the three months ended September 30, 2025, a slight improvement from a net loss of $7,653 in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $26,878, compared to $34,889 in the prior year, primarily due to reduced professional fees. Total operating expenses decreased from $7,653 to $7,000 for the three-month period and from $34,889 to $26,878 for the nine-month period. The company has an accumulated deficit of $3,742,380 and a working capital deficit of $173,331 as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern. Key business changes include a name change to Nongfu Shop Digital New Retail Co., Ltd. effective April 11, 2025, from Yong Bai Chao New Retail Corporation. The strategic outlook is focused on seeking a new and profitable operating business, with current expenses primarily related to maintaining its public company status. Risks include significant related party payables, with $156,848 owed to former CEO Fei Wang and $8,912 to current CEO Daohong Yuan, and unfiled federal and state income tax returns for 2023 and 2024, potentially incurring a $25,000 penalty per tax year for unfiled Form 5472.

Why It Matters

NFSN's continued lack of revenue and significant accumulated deficit of $3,742,380 signals a critical juncture for investors, as the company's 'going concern' status is in doubt. The reliance on related party funding, with $165,760 owed to current and former CEOs, highlights a precarious financial structure. For employees, the absence of substantial business operations means no job security or growth prospects. Customers are non-existent as the company is a shell, and the broader market sees another example of a public shell company struggling to find an operating business, potentially impacting investor confidence in similar ventures. Competitively, NFSN is not a player in any market, as it has no operations.

Risk Assessment

Risk Level: high — The company has no revenue and an accumulated deficit of $3,742,380 as of September 30, 2025, indicating severe financial distress. Furthermore, the company has not filed federal and state income tax returns for 2023 and 2024, potentially incurring a $25,000 penalty per tax year for unfiled Form 5472, which adds significant regulatory risk and financial uncertainty.

Analyst Insight

Investors should avoid NFSN due to its lack of operations, zero revenue, significant accumulated deficit, and 'going concern' warning. The company's reliance on related party funding and unfiled tax returns present substantial financial and regulatory risks, making it an unsuitable investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$(7,000)

eps

$(0.00)

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $0 — Revenue (for the three and nine months ended September 30, 2025, indicating no business operations)
• $(7,000) — Net Loss (for the three months ended September 30, 2025, an improvement from $(7,653) in 2024)
• $(26,878) — Net Loss (for the nine months ended September 30, 2025, an improvement from $(34,889) in 2024)
• $(3,742,380) — Accumulated Deficit (as of September 30, 2025, raising substantial doubt about going concern)
• $(173,331) — Working Capital Deficit (as of September 30, 2025)
• $165,760 — Due to Related Party (as of September 30, 2025, primarily to former and current CEOs)
• 189,120,068 — Common Shares Outstanding (as of November 12, 2025)
• $25,000 — Potential Penalty (per tax year for failure to file Form 5472 for 2023 and 2024)

Key Players & Entities

• Nongfu Shop Digital New Retail Co., Ltd. (company) — registrant
• Yong Bai Chao New Retail Corporation (company) — former name of registrant
• Fei Wang (person) — former Chief Executive Officer, owed $156,848
• Daohong Yuan (person) — current Chief Executive Officer, owed $8,912
• Bryan Glass (person) — court-appointed custodian and former President, Secretary, and Treasurer
• SEC (regulator) — Securities and Exchange Commission
• Internal Revenue Service (regulator) — tax authority
• Nevada (regulator) — state of incorporation

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $3,742,380 and a working capital deficit of $173,331 as of September 30, 2025. This, coupled with zero revenue, raises substantial doubt about its ability to continue as a going concern.
• Significant Related Party Payables [medium — financial]: As of September 30, 2025, the company owes $156,848 to former CEO Fei Wang and $8,912 to current CEO Daohong Yuan. These significant related party payables could pose a financial risk if repayment terms are unfavorable or if disputes arise.
• Unfiled Tax Returns and Potential Penalties [medium — regulatory]: The company has unfiled federal and state income tax returns for 2023 and 2024. Failure to file Form 5472 for these years could result in a potential penalty of $25,000 per tax year, totaling $50,000.
• Lack of Revenue and Business Operations [high — operational]: The company reported no revenue for the three and nine months ended September 30, 2025, consistent with the prior year. The current focus is on seeking a new and profitable operating business, with expenses primarily related to maintaining public company status.

Industry Context

The digital new retail sector is characterized by intense competition and rapid technological advancements. Companies in this space typically focus on e-commerce platforms, supply chain optimization, and customer engagement strategies. However, Nongfu Shop Digital New Retail Co., Ltd. currently reports no revenue, indicating it is not actively participating in this competitive landscape.

Regulatory Implications

The company faces significant regulatory risks due to unfiled tax returns for 2023 and 2024, potentially incurring substantial penalties for failing to file Form 5472. Additionally, the ongoing lack of operational revenue and substantial deficits raise questions about its compliance with exchange listing requirements and its ability to attract future investment.

What Investors Should Do

1. Monitor for a clear business plan and revenue generation strategy.
2. Assess the resolution of related party payables and tax filing issues.
3. Evaluate the company's ability to secure funding to address going concern issues.

Key Dates

• 2025-04-11: Name Change — The company changed its name from Yong Bai Chao New Retail Corporation to Nongfu Shop Digital New Retail Co., Ltd., indicating a potential shift in strategic direction or rebranding efforts.
• 2025-09-30: Quarterly Financial Reporting — Reported zero revenue and a net loss of $7,000 for the three months ended, and a net loss of $26,878 for the nine months ended. Also reported accumulated deficit and working capital deficit, raising going concern doubts.

Glossary

Accumulated Deficit

The total cumulative net losses of a company since its inception, minus any net profits. It represents a negative balance in retained earnings. (NFSN has a substantial accumulated deficit of $3,742,380, indicating a long history of unprofitability and raising concerns about its financial viability.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential short-term liquidity problem. (NFSN has a working capital deficit of $173,331 as of September 30, 2025, suggesting it may struggle to meet its short-term obligations.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (The company's financial condition, including its accumulated deficit and working capital deficit, raises substantial doubt about its ability to continue as a going concern.)

Form 5472

A U.S. IRS form used by foreign-owned domestic disregarded entities and foreign corporations engaged in a U.S. trade or business to report transactions with related parties and certain other information. (NFSN faces potential penalties of $25,000 per year for failing to file this form for 2023 and 2024, highlighting a compliance risk.)

Year-Over-Year Comparison

For the three and nine months ended September 30, 2025, Nongfu Shop Digital New Retail Co., Ltd. reported no revenue, consistent with the prior year. The net loss for the three-month period improved slightly to $(7,000) from $(7,653) in 2024, and for the nine-month period, it decreased to $(26,878) from $(34,889) in 2024, primarily due to reduced professional fees. The accumulated deficit has increased to $3,742,380 from $3,715,502 at the end of the prior fiscal year, and the working capital deficit has widened to $173,331 from $146,453.

Key Financial Figures

• $1,000 — ent, the Company agreed to pay a fee of $1,000 per month for a period of six months be
• $25,000 — ult in an information return penalty of $25,000 per tax year . Management is currently
• $60,000 — to Mr. Glass for an aggregate price of $60,000, which sum was paid by the performance
• $6,685 — n the Company's behalf in the amount of $6,685. The expenses incurred by Mr. Glass inc
• $5,160 — expenses incurred by Mr. Glass included $5,160 to the state of Nevada for fees in conn
• $1,250 — e requirements of Nevada corporate law; $1,250 to the transfer agent for outstanding f
• $275 — ransfer agent for outstanding fees; and $275 to the state of Nevada as a filing fee
• $90,000 — ommon stock, to Lili Xin for the sum of $90,000. Ms. Chang became acquainted with Mr. G
• $350,000 — f Three Hundred Fifty Thousand Dollars ($350,000). The seller relied on the exemption fr

Filing Documents

• ybcn_10q.htm (10-Q) — 368KB
• ybcn_ex311.htm (EX-31.1) — 9KB
• ybcn_ex312.htm (EX-31.2) — 9KB
• ybcn_ex321.htm (EX-32.1) — 3KB
• ybcn_ex322.htm (EX-32.2) — 3KB
• 0001477932-25-008480.txt ( ) — 1581KB
• ybcn-20250930.xsd (EX-101.SCH) — 16KB
• ybcn-20250930_lab.xml (EX-101.LAB) — 99KB
• ybcn-20250930_cal.xml (EX-101.CAL) — 20KB
• ybcn-20250930_pre.xml (EX-101.PRE) — 73KB
• ybcn-20250930_def.xml (EX-101.DEF) — 16KB
• ybcn_10q_htm.xml (XML) — 141KB

Financial Statements

Financial Statements 3 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 14 Item 4

Controls and Procedures

Controls and Procedures 15 Item 1.

Legal Proceedings

Legal Proceedings 16 Item 1A.

Risk Factors

Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5. Other Information 16 Item 6. Exhibits 17 2 Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. NONGFU SHOP DIGITAL NEW RETAIL CO., LTD. (FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION ) CONDENSED BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) (Audited) ASSETS CURRENT ASSETS: Cash $ - $ - TOTAL CURRENT ASSETS - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 7,571 $ 11,490 Due to related party 165,760 134,963 TOTAL CURRENT LIABILITIES 173,331 146,453 Commitments and contingencies STOCKHOLDERS' DEFICIT: Preferred stock ($ 0.001 par value; 10,000,000 shares authorized; 0 share issued and outstanding at September 30, 2025 and December 31, 2024) - - Common stock ($ 0.001 par value; 190,000,000 shares authorized; 189,495,068 shares issued and 189,120,068 shares outstanding at September 30, 2025 and December 31, 2024) 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 ( 3,742,380 ) ( 3,715,502 ) TOTAL STOCKHOLDERS' DEFICIT ( 173,331 ) ( 146,453 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ - The accompanying notes are an integral part of these unaudited condensed financial statements. 3 Table of Contents NONGFU SHOP DIGITAL NEW RETAIL CO., LTD. (FORMERLY KNOWN AS YONG BAI CHAO NEW RETAIL CORPORATION ) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Revenue $ - $ - $ - $ - Operating Expenses: Professional fees 7,000 7,653 26,878 34,889 Total Operating Expenses 7,000 7,653 26,878 34,889 Loss from Operations ( 7,000 ) ( 7,653 ) ( 26,878 ) ( 34,889 ) Other Income (Expense): Interest expense - - - - Total Other Income (Expense) - - - - Income Loss Before Income Taxes (

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the unaudited condensed financial statements of the Company for the three months and nine months ended September 30, 2025 and 2024 should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the "Forward-Looking Statements" set forth elsewhere in this Quarterly Report on Form 10-Q. Overview Nongfu Shop Digital New Retail Co., LTD. f/k/a Yong Bai Chao New Retail Corporation ("we," "us," the "Company" or like terms) was incorporated in the State of Nevada on February 17, 2004 under the name Boss Minerals, Inc. to pursue the exploration and development of mining claims located in British Columbia, Canada. During the quarter ended September 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 qu

View Full Filing

View this 10-Q filing on SEC EDGAR