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ybcn_corresp.htmSeptember 14, 2022

 Ms. Beverly Singleton

 Staff Attorney

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, NE, Washington, D.C. 20549

          Re:

   Yong Bai Chao New Retail Corporation

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Filed on March 31, 2022

       File No. 000-56129

 Dear Ms. Singleton:

 This letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated August 17, 2022 (the “Comment Letter”) to Yong Bai Chao New Retail Corporation (the “Company”) with respect to the Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (the “10-K”).

 This letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth below, followed by the responses of the Company.

 In addition, we hereby submit our proposed amended disclosure, as Exhibit A, in the response letter in lieu of filing of an amendment to the 2021 Annual Report on Form 10-K/A. Once the proposed amended disclosure is cleared of the Staff’s comments, we will incorporate such disclosure into our annual report for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) prior to when Staff declares such registration statement effective.

 Form 10-K for the Fiscal Year Ended December 31, 2021

 Cover Page

        1.

   Please revise your filing, as applicable, to provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in December 2021.

 Response: Under “Overview” section of Item 1 Business of Part I, we propose to disclose that we are not a Chinese operating company, but instead 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. We also propose to disclose that the Company entered into an acquisition agreement with Yong Bai Chao New Retail (Shenzhen) Co., Ltd. (“YBC”) on September 14, 2021, through which we may become, directly or indirectly, a counter party to a set of the variable interest entity agreements (the “VIE Agreements”), to which YBC is a party, although we are currently not certain whether we will or need to be involved in a VIE contractual structure in the future. See page 1 of Exhibit A.

 Under “Entering into a Business Transaction” section of Item 1 Business of Part I, we propose to disclose that our securities may be prohibited under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board (the “PCAOB”) determines that it cannot inspect or investigate our auditor completely. See page 6 of Exhibit A.

 Under “Entering into a Business Transaction” section of Item 1 Business of Part I, we also propose to disclose recent statements and regulatory actions by China’s government related to data security and anti-monopoly concerns. See page 7 of Exhibit A.

 If you need any additional information or have any follow up questions, please feel free to contact Huan Lou of Sichenzia Ross Ference LLP at (212) 930-9700.

          Sincerely,

     By:

   /s/ Fei Wang

     Name:

   Fei Wang

     Title:

   Chief Executive Officer

 Exhibit A

 The content contained in Exhibit A hereunder is the proposed amended disclosure for the portion of the 2021 Annual Report from Cautionary Note Regarding Forward-Looking Statements to the end of Part I. This part, after its clearance of comments from the Staff, will serve as a base to prepare the Company’s 2022 Annual Report.

 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.

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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.

 On September 14, 2021, we entered into a company acquisition agreement (the “Acquisition Agreement”) with Yong Bai Chao New Retail (Shenzhen) Co. Ltd. (“YBC"), pursuant to which we agreed to acquire all of the issued and outstanding securities of YBC in exchange for 50,000,000 shares of our common stock. If we consummate the business combination with YBC, a China-based company with business operations substantially in China pursuant to the Acquisition Agreement, we will be subject to legal and operational risks associated with potentially having substantially all of our operations in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, and changes in Chinese laws and regulations, which could result in a material change in our operations and/or cause the value of our common shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors.

 In order to consummate the acquisition of YBC as set forth in the Acquisition Agreement, we may become, directly or indirectly, a counter party to a set of the variable interest entity agreements (the “VIE Agreements”), to which YBC is a party, although we are currently not certain whether we will or need to be involved in a VIE contractual structure in the future. If, upon consummation of the acquisition of YBC, we conduct a substantial majority of our operations through YBC, the operating entity established in the People’s Republic of China, or 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.

 Our shares of common stock quoted on the OTC Markets are shares of Yong Bai Chao New Retail Corp., the Nevada company that may, after the business combination with YBC, maintain the VIE Agreements with YBC and its associated operating companies. As an investor of our common stock, you may never directly hold equity interests in YBC and its associated operating companies. 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.

 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.

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 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 Of