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Landbay Inc - Quarter Report: 2023 September (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

or

 

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 000-56182

 

Landbay Inc

(Exact name of registrant as specified in its charter)

 

New York   81-1260549

(State or Other Jurisdiction

of Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

36-25 Main Street

Flushing, NY 11354

 

(Address of Principal Executive Office)

 

917-232-5799

 

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable   Not applicable   Not applicable

 

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 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 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 an 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of November 8, 2023, the registrant had 30,000,000 shares of Class A common stock outstanding.

 

 

 

   
 

 

 

LANDBAY INC

 

QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2023

 

TABLE OF CONTENTS

 

      PAGE
       
  Note about Forward-Looking Statements   2
       
  PART I - FINANCIAL INFORMATION    
       
Item 1 Financial Statements   3
  Condensed Balance Sheets as of September 30, 2023(unaudited) and March 31, 2023   4
  Condensed Statements of Operations (Unaudited) for the three and six months ended September 30, 2023 and 2022   5
  Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and six months ended September 30, 2023 and 2022   6
  Condensed Statements of Cash Flows (Unaudited) for the six months ended September 30, 2023 and 2022   7
  Notes to Condensed Unaudited Financial Statements   8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operation   10
Item 3 Quantitative and Qualitative Disclosures About Market Risk   11
Item 4 Controls and Procedures   11
       
  PART II - OTHER INFORMATION    
       
Item 1 Legal Proceedings   12
Item 1A Risk Factors   12
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds   12
Item 3 Defaults Upon Senior Securities   12
Item 4 Mine Safety Disclosures   12
Item 5 Other Information   12
Item 6 Exhibits   13
       
SIGNATURES   14
       
EXHIBIT INDEX    

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.

 

These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

 

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Unless expressly indicated or the context requires otherwise, the terms “Landbay,” “Company,” “we,” “us,” and “our” in this document refer to Landbay Inc, a New York corporation.

 

 2 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

LANDBAY INC

 

INDEX TO FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of September 30, 2023 (Unaudited) and March 31, 2023 4
   
Condensed Statements of Operations (Unaudited) for the three and six months ended September 30, 2023 and 2022 5
   
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and six months ended September 30, 2023 and 2022 6
   
Condensed Statements of Cash Flows (Unaudited) for the six months ended September 30, 2023 and 2022 7
   
Notes to Condensed Unaudited Financial Statements 8 - 9

 

 3 

 

 

LANDBAY INC

CONDENSED BALANCE SHEETS

 

   September 30,   March 31, 
   2023 (Unaudited)   2023 
ASSETS          
CURRENT ASSETS          
Cash  $5,462   $8,105 
Inventories   4,622    7,494 
Total Current Assets   10,084    15,599 
           
TOTAL ASSETS  $10,084   $15,599 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
CURRENT LIABILITIES:          
Other tax payable  $281   $398 
Accrued expense   2,500    - 
Shareholder loans   116,184    99,456 
Total Current Liabilities   118,965    99,854 
TOTAL LIABILITIES   118,965    99,854 
           
STOCKHOLDERS’ DEFICIT:          
Preferred stock ($0.001 par value, 20,000,000 shares authorized; no share issued and outstanding as of September 30, 2023 and March 31, 2023)   -    - 
Common stock ($0.001 par value, 100,000,000 shares authorized, 30,000,000 shares issued and outstanding as of September 30, 2023 and March 31, 2023)   30,000    30,000 
Additional paid in capital   325,659    325,659 
Accumulated deficit   (464,540)   (439,914)
Total Stockholders’ Deficit   (108,881)   (84,255)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $10,084   $15,599 

 

The accompanying notes are part of these condensed unaudited financial statements.

 

 4 

 

 

LANDBAY INC

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

   2023   2022   2023   2022 
   For the three months ended September 30,   For the six months ended September 30, 
   2023   2022   2023   2022 
                 
Revenues:                    
Revenue – sales, net  $3,178   $-   $3,178   $7,348 
Cost of goods sold   (2,872)   -    (2,872)   - 
                     
Gross profit   306    -    306    7,348 
                     
Operating expenses                    
                     
General and administrative expenses   8,095    7,048    24,895    27,961 
                     
Total operating expenses   8,095    7,048    24,895    27,961 
                     
Loss from operations   (7,789)   (7,048)   (24,589)   (20,613)
                     
Other expenses                    
                     
Other expenses   (57)   -    (37)   - 
                     
Total other expenses   (57)   -    (37)   - 
                     
Net loss  $(7,846)  $(7,048)  $(24,626)  $(20,613)
                     
Net loss per common share, basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding, basic and diluted   30,000,000    30,000,000    30,000,000    30,000,000 

 

The accompanying notes are part of these condensed unaudited financial statements.

 

 5 

 

 

LANDBAY INC

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
    Preferred Stock     Class A Common Stock     Additional Paid-in     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                                         
Balances, March 31, 2023     -     $ -       30,000,000     $ 30,000     $ 325,659     $ (439,914 )   $ (84,255 )
Net loss     -       -       -       -       -       (24,626 )     (24,626 )
Balances, September 30, 2023     -       -       30,000,000       30,000       325,659       (464,540 )     (108,881 )
                                                         

 

    Preferred Stock     Class A Common Stock     Additional Paid-in     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                                         
Balances, March 31, 2022     -     $ -       30,000,000     $ 30,000     $ 325,659     $ (402,247 )   $ (46,588 )
Net loss     -       -       -       -       -       (20,613 )     (20,613 )
Balances, September 30, 2022     -       -       30,000,000       30,000       325,659       (422,860 )     (67,201 )

 

    Preferred Stock     Class A Common Stock     Additional Paid-in     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                                         
Balances, June 30, 2023     -     $ -       30,000,000     $ 30,000     $ 325,659     $ (456,694 )     (101,035 )
Net loss     -       -       -       -       -       (7,846 )     (7,846 )
Balances, September 30, 2023     -       -       30,000,000       30,000       325,659       (464,540 )     (108,881 )

 

    Preferred Stock     Class A Common Stock     Additional Paid-in     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                                         
Balances, June 30, 2022     -     $ -       30,000,000     $ 30,000     $ 325,659     $ (415,812 )     (60,153 )
Balances     -     $ -       30,000,000     $ 30,000     $ 325,659     $ (415,812 )     (60,153 )
Net loss     -       -       -       -       -       (7,048 )     (7,048 )
Balances, September 30, 2022     -       -       30,000,000       30,000       325,659       (422,860 )     (67,201 )
Balances     -       -       30,000,000       30,000       325,659       (422,860 )     (67,201 )

 

The accompanying notes are part of these condensed unaudited financial statements

 

 6 

 

 

LANDBAY INC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

    For the six months ended September 30, 2023     For the six months ended September 30, 2022  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (24,626 )   $ (20,613 )
                 
Changes in assets and liabilities:                
Accounts receivable     -       9,115  
Accrued expense     2,500       -  
Inventories     2,872       (11,266 )
Other tax payable     (117 )     (743 )
Net cash used in operating activities     (19,371 )     (23,507 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from shareholder loan     16,728       1,266  
Net cash provided by financing activities     16,728       1,266  
                 
Net (decrease) increase in cash     (2,643 )     (22,241 )
Cash at beginning of period:     8,105       26,140  
Cash at end of period:   $ 5,462     $ 3,899  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
Interest paid   $     $  
Income taxes paid   $     $ 743  

 

The accompanying notes are part of these condensed unaudited financial statements.

 

 7 

 

 

LANDBAY INC

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Landbay Inc. (the “Company”) is a New York corporation formed on January 28, 2016. Our current principle executive office is located at 36-25 Main Street, Flushing, New York 11354.

 

On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the prior President of the Company (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common stock. As a result, the transaction led to a change of the control and the management team of the Company.

 

Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation

 

The accompanying condensed unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent annual financial statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

 

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 certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the allowance of doubtful account and collectible of notes receivable. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.

 

Revenue Recognition

 

The Company accounts for revenue arising from contracts and customers in accordance with Revenue from Contracts with Customers (“ASC 606”) since January 1, 2018.Under the new standard, revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company concluded that the adoption of the new standard had no impact on the Company’s financial statement. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

 

Recent Accounting Pronouncements Adopted

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04,ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on April 1, 2023, and the adoption did not have a material impact on its financial position and results of operations.

 

The management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position, results of operations or cash flows.

 

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NOTE 3 – GOING CONCERN ASSESSMENT

 

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, operating losses, accumulated deficit and other adverse key financial ratios.

 

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

 

The Company has been provided office space by its president at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

 

During the six months ended September 30, 2023 and 2022, the Company borrowed additional loans in the amounts of $16,728 and $1,266 from the President of the Company and Northern Ifurniture Inc, an entity under the common control, respectively. As of September 30, 2023 and March 31, 2023, the balances of shareholder loans were $116,184 and $99,456, respectively, bearing no interest, unsecured and due on demand.

 

NOTE 5 – INCOME TAX

 

For the three months ended September 30, 2023 and 2022, the Company has incurred a net loss before tax of $7,846 and $7,048, respectively. For the six months ended September 30, 2023 and 2022, the Company has incurred a net loss before tax of $24,626 and $20,613, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of September 30, 2023 and March 31, 2023, deferred tax assets resulted from NOLs of approximately $112,000 and $86,568, which was fully reserved for valuation allowance due to they are most likely than not to be realized.

 

NOTE 6 – SUBSEQUENT EVENT

 

The Company has evaluated all other subsequent events through the date these condensed financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the condensed financial statements.

 

 9 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

Overview

 

Landbay Inc. is a New York corporation formed on January 28, 2016. Our current principle executive office is located at 36-25 Main Street, Flushing, New York, 11354. Tel: 917-232-5799.

 

On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the prior President of the Company (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common stock. As a result, the transaction led to a change of the control and the management team of the Company.

 

Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.

 

Results of Operation for the three months ended September 30, 2023 and 2022

 

During the three months ended September 30, 2023 and 2022, the Company generated revenue of $3,178 and $nil, respectively. Cost of goods sold for the three months ended September 30, 2023 total $2,872, increasing from $nil for the same quarter of last year. During the three months ended September 30, 2023 and 2022, the Company incurred operating expenses of $8,095 and $7,048, respectively. The increase was due to the increase in professional fee, compared with the same period of last year. For the three months ended September 30, 2023 and 2022, our net loss was $7,846 and $7,048, respectively. The increase in net loss was mainly due to the fact that the Company had lower gross profit and higher professional fees in the current quarter.

 

Results of Operation for the six months ended September 30, 2023 and 2022

 

During the six months ended September 30, 2023 and 2022, the Company generated revenue of $3,178 and $7,348, respectively. Cost of goods sold for the six months ended September 30, 2023 total $2,872, increasing from $nil for the same period of last year. During the six months ended September 30, 2023 and 2022, the Company incurred operating expenses of $24,895 and $27,961, respectively. The decrease was mainly due to the decrease in professional fee, compared with the same period of last year. For the six months ended September 30, 2023 and 2022, our net loss was $24,626 and $20,613, respectively. The increase in net loss was mainly due to the fact that the Company had lower gross profit in the current period.

 

Equity and Capital Resources

 

As of September 30, 2023 and March 31, 2023, we had an accumulated deficit of $464,540 and $439,914, respectively. As of September 30, 2023, we had cash of $5,462 and working capital deficit of $108,881. As of March 31, 2023, we had cash of $8,105 and a working capital deficit of $84,255. The increase in the working capital deficit was primarily due to additional borrowing from shareholders.

 

 10 

 

 

Going Concern Assessment

 

The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.

 

Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and the President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.

 

The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this Form 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company” we are not required to provide this information under this item pursuant to Regulation S-K.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer each concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely alerting them to material information relating to Landbay Inc. required to be included in our Exchange Act filings.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 11 

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

 12 

 

 

Item 6. Exhibits

 

Exhibit

Number

  Description of Exhibit
31.1*   Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
     
31.2*   Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
     
32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
     
101.INS   Inline XBRL Instance 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 Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 13 

 

 

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.

 

  LANDBAY INC
   
Date: November 9, 2023 /s/ Xiaowei Jin
  Xiaowei Jin, Chief Executive Officer
   

 

Date: November 9, 2023 /s/ Xiaowei Jin
  Xiaowei Jin, Chief Financial Officer

 

 14 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description of Exhibit
31.1*   Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
     
31.2*   Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
     
32.1*   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
     
101.INS   Inline XBRL Instance 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 Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 15