10-Q 1 landbay_2019sept30-10q.htm QUARTERLY REPORT

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, 2019

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 333-210916

 

Landbay Inc

(Exact name of registrant as specified in its charter)

_________________

New York   81-1260549
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

36-25 Main Street

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

 

917-232-5799

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

  

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 September 30, 2019, the registrant had 30,000,000 shares of Class A common stock outstanding.

 

 

 

 
 

 

 

TABLE OF CONTENTS

    PAGE
     
   Note about Forward-Looking Statements 2
     
  PART I - FINANCIAL INFORMATION 3
     
Item 1 Financial Statements 3
  Balance Sheets 3
  Comparative Statements of Revenues and Expenses 4
  Statements of Changes in Stockholders' Equity 5
  Statements of Cash Flows 6
  Notes to Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation 12
Item 3 Quantitative and Qualitative Disclosures About Market Risk 15
Item 4 Controls and Procedures 15
     
  PART II - OTHER INFORMATION  
     
Item 1 Legal Proceedings  
Item 1A Risk Factors 16
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3 Defaults Upon Senior Securities 18
Item 4 Mine Safety Disclosures 18
Item 5 Other Information 18
Item 6 Exhibits 19
     
SIGNATURES  

 

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, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. 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.

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PART I: FINANCIAL INFORMATION

LANDBAY INC. (UNAUDITED)

FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2019

 

 

LANDBAY INC.
BALANCE SHEET (UNAUDITED)
AS OF SEPTEMBER 30, 2019 AND MARCH 31, 2019
ASSETS  Sep 30, 2019  March 31, 2019
Current Assets:      
Cash and cash equivalents  $69,520   $9,085 
Short Term Investments   7,974    35,218 
Accounts Receivable   26,995    —   
Inventory   126,977      
Deferred Tax Assets   11,763    11,761 
           
  Total current assets   243,229    56,064 
           
Fixed Assets:          
Equipments   33,250    —   
Less: Accumulated depreciation   —      —   
           
  Total Property and Equipment, net   33,250    —   
           
Other Assets:          
Notes Receivable   35,555    46,000 
           
  Total Other Assets   35,555      
           
TOTAL ASSETS  $312,034   $102,064 
           
LIABILITIES AND STOCKHOLDER'S EQUITY          
           
Current Liabilities:          
Accounts Payable  $—     $—   
Taxes Payable   —      12,228 
Loans Payable   —      —   
           
  Total Current Liabilities   —      12,228 
           
Stockholder's equity          
Common Stock: 0.007 Par Value; 30,000,000 Shares Authorized;          
30,000,000 shares issued; 30,000,000 outstanding   213,604    9,990 
Additional paid-in capital   102,094    89,018 
Retained Earnings (Deficit)   (3,664)   (8,821)
Less: Treasury Stocks   —      (351)
 Total Stockholder's equity   312,034    89,836 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY  $312,034   $102,064 

 

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LANDBAY INC.
STATEMENT OF REVENUES AND EXPENSES (UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
       
   April 1, 2019 - September 30, 2019  April 1, 2018 - September 30, 2018
Revenues:      
Furniture Sales  $26,995   $—   
Less: (Cost of Groods Sold)   (3,200)     
           
Gain (loss) from Investments   (2,664)  $70,200 
Interest & Dividends   1    2,522 
Trading Comissions   —      —   
Unrealized Gain (loss) from Investments   —      25,488 
           
Less: (Fees and commission expense)   (146)   (740)
           
Net Profit (loss)   20,986    97,470 
           
Expenses:          
Advertising   88    —   
Bank Service Charges   196    256 
Custodian Fees   62    155 
Legal & Professional   13,053    18,621 
Office Supplies   58    340 
Taxes, Licenses and Fees   2,372    577 
           
Total Expenses   15,829    19,949 
           
Excess of Expenses over Revenues before Taxes  $5,157   $77,521 
           
Provision for Taxes          
  Federal Taxes   —      16,960 
  NY State Tax   —      5,240 
  NYC Tax   —      7,147 
           
Net Income (Loss)  $5,157   $48,174 

 

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LANDBAY INC.
STATEMENT OF REVENUES AND EXPENSES (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019
    
   July 1, 2019 - September 30, 2019
Revenues:   
Sales   26,995 
      
Gain (loss) from Investments  $(2,943)
Interest & Dividends   1 
Trading Comissions   —   
Unrealized Gain (loss) from Investments   —   
      
Less: (Fees and commission expense)   —   
      
Net Profit (loss)   24,053 
      
Expenses:     
Advertising   —   
Bank Service Charges   158 
Custodian Fees   —   
Legal & Professional   7,774 
Office Supplies   58 
Taxes, Licenses and Fees   422 
      
Total Expenses   8,412 
      
Excess of Expenses over Revenues before Taxes  $15,641 
      
Provision for Taxes     
  Federal Taxes   —   
  NY State Tax   —   
Net Income (Loss)  $15,641 

 

 

 

LANDBAY INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
 
FOR THE PERIOD FROM APRIL 01, 2019 TO JUNE 30, 2019
    
Stockholder's Equity - April 01, 2019  $89,836 
      
Add: Net Income (Loss) from the period from April 01, 2019 to September 30, 2019   5,157 
      
Add: Common Stock for the period from April 01, 2018 to September 30, 2019   203,615 
      
Add: Additional paid-in capital from April 01, 2019 to September 30, 2019   13,426 
      
      
Stockholder's Equity - September 30, 2019  $312,034 

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LANDBAY INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018
       
   April 1, 2019 - September 30, 2019  April 1, 2018 - September 30, 2018
Cash Flows From Operating Activities:          
           
Net Income (Loss)  $5,157   $48,174 
Adjustments to reconcile excess of revenue over expenses to net cash provided by          
  operating activities:          
    Depreciation   —      —   
(Increase) decrease in assets:          
    Accounts receivables   (26,995)   —   
    Inventories   (126,977)     
    Short-Term Investments   27,244    (53,623)
    Deferred Tax   (2)     
Increase (decrease) in liabilities:          
Income Tax Payables   (12,228)   29,347 
Net cash provided by operating activities   (133,801)   23,898 
           
Cash Flows From Investing Activities:          
    Purchases of leasehold improvements   —        
Fixed Asset Purchases   (33,250)     
    —        
Net cash (used in) investing activities   (33,250)     
           
Cash Flows From Financing Activities:          
Loans   10,445    (22,600)
Capital stock   203,615    —   
Additional paid-in (paid-out) capital   13,426    25,248 
Treasury Stocks        —   
           
Net cash (used by) financing activities   227,486    2,648 
           
Net (decrease) in cash and cash equivalents   60,435    26,546 
           
Cash and cash equivalents - April 01, 2019 & April 01, 2018   9,085    1,496 
           
Cash and cash equivalents - September 30, 2019 & September 30, 2018  $69,520   $28,042 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
           
Cash paid during the period for:          
           
Interest expense  $—     $—   
Tax expense   —      —   

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019


 

 

NOTE 1.

 

 

 

 

 

 

 

ORGANIZATION AND BUSINESS ACTIVITIES

 

Landbay Inc., the Company, incorporated in the State of New York on January 28, 2016, is engaged in the investment activities of the spot gold and silver trading.

 

During in its initial operations, the company opened a trading account in Bullion Vault which the brokerage firm registered in England to start trading activities. Currently, the Company has shifted it’s primary business operations and is engaged in selling furniture and plans to acquire vineyards to sell and distribute wines.

  

 

NOTE 2.

 

 

 

 

 

 

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

The company was incorporated on January 28, 2016, and the Company started its operations to trade the spot gold and spot silver on March 26, 2016. Currently it is engaged in the business of selling furniture.

 

These accompanying financial statements of the Company is for the fiscal year from April 01, 2019, to September 30, 2019.

 

b. Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

c. Income Taxes

 

The Company is responsible for paying federal, state and local income tax and, accordingly, provisions are made for income taxes.

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019


NOTE 2.

 

 

 

 

 

 

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

d. Fair Value of Financial Instruments

 

The Company adopted SFAS No. 157, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and expands disclosures about investments that are measured and reported at fair value. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels explained below:

 

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 

Level 2 Pricing inputs are other than used in Level 1 which include the closing bid price for unlisted marketable securities which are available in active or inactive markets for identical investments or liabilities, other direct or indirect observable inputs that can be corroborated by market data or the use of models or other valuation methodologies as of the reporting date. Investments which are generally included in this category include state and municipal obligations in an active or inactive market that are valued using observable inputs other than quoted prices.

 

Level 3 Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include state and municipal obligations which are in an inactive market and valued utilizing risk assumptions based on unobservable inputs.

 

Unrealized gains and losses are included in earnings and are reported in the Statement of Income as a component of other income and losses. Generally, for all trading securities, fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.

 

As at September 30, 2019, the Company holds short-term stock investments.

 

e. Basis of measurement

 

The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position:

·         All short-term investments including spot gold and spot silver and equity investments are considered Trading Securities

·         Short-term investments at fair value through gains or losses are measured at fair value

 

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019


NOTE 2.

 

 

 

 

 

 

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

 

f. Cash and Cash Equivalents

 

The financial statements are presented in US dollar, which is the Company’s functional currency. Cash and cash equivalents include cash on hand; cash in banks and brokerage accounts and all highly liquid investments with maturity of three months or less at the time purchase.

 

The Company maintains its cash balance at a financial institution located in New York. Cash account at the New York institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At times during the year, the cash balances may exceed the FDIC insurance limits. The following is a schedule of cash and cash equivalents at the year ended on September 30, 2019:

 

Cash in Bank and brokerage accounts $ 69,520

 

g. Revenue Recognition

 

The Company recognizes revenues when earned.

 

 

 

NOTE 3.

 

 

 

 

 

 

 

EARNINGS PER SHARE

 

Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2019.

 

 

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019


NOTE 4.

 

 

 

 

 

 

 

SHORT TERM INVESTMENTS

 

 The Company considers all investment assets other than marketable securities that can and will be sold within one year to be short term investments. Landbay, Inc. operated a trading account in Bullion Vault to trade the spot gold and spot silver, since those investments in the account can be sold online and can be traded anytime in near future as the Company's primary activity source, the Company treats the Bullion Vault account as short term investments assets. Additionally, Landbay Inc. trades investment securities through it’s brokerage account with Alpine Securities, the intent is to also trade these securities within 1 year of it’s acquisition date and therefore classified as Short Term Investments. On January 30, 2018 the Company started to engage in Whisky Exchange. As of September 30, 2019, the Short-Term Investment holdings were as follows:

 

 

US Common Stock holdings of $7,794                                                                 

 

 

 

NOTE 5.

 

 

 

 

 

 

 

STOCKHOLDER’S EQUITY

 

The Company has a total authorized 30,000,000 shares of common stocks with a par value of .007 per share. As of September 30, 2019 there are 30,000,000 shares of common stocks issued and 30,000,000 shares of common stocks outstanding. The Company did not issue any other stock types other than common stocks, options and warrants; the Company di not have any share-based compensation, related to employee share-based awards, tax benefit from share-based award activities. Northern Ifurniture Inc. currently holds 29,583,700 or approximately 99% of all outstanding shares of Landbay Inc. as of September 30, 2019.

 

 

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019


NOTE 6.

 

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.  Northern Ifurniture Inc. holds approximately 99% of all common stocks of Landbay Inc.  Northern Ifurniture Inc. also sells furniture to Landbay Inc. for Landbay to sell to outside customers, such related party transactions between Landbay Inc. and Northern Ifurniture Inc. are eliminated on the books of Northern Ifurniture Inc.  Xiaowei Jin is 100% owner of Northern Ifurniture Inc. and is also the director and officer of Landbay Inc.

 

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

The following discussion and analysis should be read in conjunction with the financial statements of Landbay Inc., and the related notes included elsewhere in this statement. The historical financial data discussed below reflects the historical results and financial position of Landbay Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-Looking Statement" and "Risk Factors". Actual results may differ materially from those contained in any forward looking statements.

The businesses of the Corporation:

 

(1). Engaging in selling furniture. 

(2). Engaging in running vineyard, sell and store wines.

 

Engaging in selling furniture:

 

(1). Now, the retail of furniture is our primary business. 

(2). Our showing room of furniture: 36-25 Main Street, Flushing, NY11354.

(3). The storage of our furniture: 36-25 Main Street, Flushing, NY11354.

(4). We are selling the residential furniture.

(5). In the future, we plan that the wholesales of furniture or/and the producing of furniture will be our primary business.

 

Engaging in running vineyard, sell and store wines:

 

(1). We will be looking for one or more good vineyards to purchase.

(2). We will make a contract with a management service company, entrust them to manage our vineyards. Now, we don’t confirm which management service company we will choice to manage our vineyards.

(3). We will arrange wineries which will make wines for us. Now, we don’t confirm which factories we will choice to make wines for us. 

(4). We will own our wines’ storages in our vineyards, to store our wines for long time.

(5). After we will get some license or permit which federal government or local governments request, then we will sell our wines in US market.

 

Describe the industry in which we are participating:

 

(1). The competition of the furniture market is very intense, the price of furniture is going down. 

(2). A lot of grapes can be planted in some vineyards. Grapes are agricultural products. Grapes can be used to make wines. Wines can be sold in markets or be stored in its storages. If the wines won’t be damaged or go bad, almost its value can be increased year after year. Wines can be sold in the US market or the international market. Many factors can affect the price of wines. 

 

The Corporation is engaging in selling wines in US market. the competitions are the price's competition of wines. The follow factors will impact the price of wines in US market:

 

(1). The type and age will impact the price of wines;

(2). The demand and supply relationship will impact the price of the wines;

(3). The expenses for custody and insured will impact the price of the wines.

 

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The trends within industry which we are participating:

 

The supply-demand relationships, the aged, the quality and the markets will affect the price of wines. The price trends of wines are going up.

 

Set forth the timing and size of results of our efforts which will be necessary in order for us to be profitable:

 

In order for the Corporation to be profitable, we will study the supply-demand relationships, the products quality, the US market’s environment and the internationals market’s environment. 

 

We anticipate that we can be profitable within 12 months after we will purchase our first vineyard.

 

How the Corporation plans to reduce risk:

 

(1). We will need more time to study the vineyard markets, compare the vineyard’s quality and the purchasing price, then we can choice the best opportunities to purchase the vineyards, then we can reduce the risk when we will purchase the vineyards.

(2). We will try to find a better management service company to manage our vineyard, to reduce any planting, producing and managing risk of our vineyards. 

(3). We will try to find a better winery to make wines for us, to reduce any producing and managing risk of our wines’ making.

(4). We will try to reduce the damage and the go bad while we will store our wines for long time.

(5). We will build the famous brands for our wines in market in the future, then we can reduce our market risk. 

 

Primary Sources of Revenues 

The primary sources of revenues of the Corporation were the selling furniture’s income, and the designing income and other incomes.

Primary Expenses 

The primary expenses are the managing expenditure, the professional expenditure and the bank fees.

Components of Results of Operations 

Revenue 

Primary incoming: The primary incomes of the Corporation were selling furniture and design.

Cost of Revenue and Operating Expenses

Cost of revenue: The cost of revenue was the operation expenditure.

Professional expenditure: The professional expenses include the auditing fees, accounting fees and the reporting service fees.

Results of Operations 

Our statements of income data can be found in the financial statement.

 

 

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Full Quarter

We discuss the financial condition, changes in financial condition and results of operations of the Corporation since April 1, 2019 to September 30, 2019.

 

 

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Liquidity and Capital Resources

Our capital resources were the investment from the capital stock sold, the fund granted and the loan of owner and affiliates, and income from its operations.

Our Capital Resources sources were our cash and cash equivalents. Cash and cash equivalents were $69,520 as of September 30, 2019.

Cash Provided by Operating Activities

$(133,801) cash was provided by operation activities as of September 30, 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2019.

Contractual Obligations

The Corporation didn't have any contractual obligations as of September 30, 2019.

Obligations or Liabilities

The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $0 as of September 30, 2019.

Contingencies

The Corporation didn't have any contingencies as of September 30, 2019.

Material Favorable Impact on Net Revenues or Income

The Corporation didn't have any material favorable impact on net revenues or income as of September 30, 2019.

Inflation and Other Changes in Prices

The inflation and other changes in prices didn't impact the Corporation's net revenues and income from continuing operations.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

We have disclosured all market risks, including changes to foreign currency exchange rates, interest rates, and inflation.

Item 4.Controls and Procedures

It isn't applicable.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation didn't have any legal proceedings as of September 30, 2019.

Item 1A. Risk Factors

1. Selling Furniture Risk:

 

(1). Market Risk:

 

The competition of the furniture market are more and more intense, so the price of furniture will go to down. If the price will be going down, then we will reduce profit.

 

(2). Renting Risk:

 

Because the furniture exhibiting room need a good location and a big area, so we will cost a bigger rent. If the rent will be big, then we will reduce our profit.

 

(3). Damaging Risk:

 

If some furniture will be damaged, then we will lose some assets.

 

(4). Overstock Risk:

 

If we will have some overstock furniture, then we will reduce our cash flow.

 

2. Vineyard and Wines Risk:

 

(1). Risk for Purchasing Vineyards:

 

If will purchase an aged vineyard, we will invest a huge fund to remould the vineyard. If we will pay a higher price to purchase a vineyard, we will make a bigger lose.

(2). Vineyard Risk

 

If the management service company, which we will choice to service us, won’t provide a good service, some lose will be brought to us. If our vineyards will meet some natural damages, some huge risk will be brought to us. If the insurance company will compensate our damages, but their insurance premium will be increased. 

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(3). Wine Making Risk:

 

If the winery which we will choice to make wines for us, won’t provide a good service, or request a higher producing expense, then some lose will be brought to us.

 

(4). Wine Storage Risk:

 

If some wines will be damaged or go bad, then some lose will brought to us. If some natural damages or other damages will be happened, then some lose will be brought to us.

 

(5). Market Risk:

 

We will face an intense market competition. If we won’t sell part wine, our cash liquidity will be impacted.

 

3. Risk Factors for Purposes Other Than Trading:

 

(1). Our Lack of an Operating History

 

The Corporation lacks an operating history, lack the managing systems and lack the human resources, then the Corporation will be facing a lot of the difficult matters. The investors can't know the ability for running the business by the operating historical data, and the investor's risk will raise.

 

(2). Our Lack of Profitable Operations in Recent Periods

 

The Corporation lacks its profitable operation in recent periods. The Corporation lacks the profitable operating history, so the investors can't know the profitable ability of the Corporation by the profitable operating historical data, and the investor's risk will raise.

 

(3). Our Financial Position

 

The Corporation lacks capital for running its business. and the investor's risk will raise.

 

(4). Our lack of Sources of Additional Funding

 

The Corporation lacks the sources of additional funding. If the Corporation will lose continually, it will lose the ability for running its business, and the investor's risk will raise.

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

On September 10, 2019, Landbay Inc issued 20,361,350 unregistered class A common shares to Northern ifurniture Inc.

Northern Ifurniture Inc. currently holds 29,583,700 or approximately 99% of all outstanding shares of Landbay Inc. as of September 30, 2019.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

It isn't applicable.

Item 5. Other Information

As of September 30, 2019, the Corporation has changed its businesses. The new businesses are that:

 

(1). Engaging in selling furniture. 

(2). Engaging in running vineyard, sell and store wines.

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Item 6. Exhibits

Exhibit Number   Description

 

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 pursuant to 18 U.S.C. Section 1350
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
     
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema Document.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Amended!

** Filed previously

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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.

 

Registrant: Landbay Inc.
 

 

 

 

 

By: /s/ Xiaowei Jin

  President, On behalf of Landbay Inc (Chief Executive Officer)
  Date: September 27, 2019

 

  

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