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~~December 3031, 2023

☐ 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.)
(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 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~~February 85, ~~2023~~2024, 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~~DECEMBER 3031, 2023

TABLE OF CONTENTS

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

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

LANDBAY INC

CONDENSED BALANCE SHEETS

	September 30,			March 31,
	December 31,			March 31,
	2023 (Unaudited)			2023
	2023			2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	53,~~462~~016		$	8,105
Inventories		43,~~622~~772			7,494
Total Current Assets		106,~~084~~788			15,599
TOTAL ASSETS	$	106,~~084~~788		$	15,599
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Other tax payable	$	~~281~~97		$	398
Accrued expense		2,500			-
Accrued expenses		1,500			-
Shareholder loans		~~116~~121,~~184~~794			99,456
Total Current Liabilities		~~118~~123,~~965~~391			99,854
TOTAL LIABILITIES		~~118~~123,~~965~~391			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)		-			-
Preferred stock ($0.001 par value, 20,000,000 shares authorized; no share issued and outstanding as of December 31, 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
Common stock ($0.001 par value, 100,000,000 shares authorized, 30,000,000 shares issued and outstanding as of December 31, 2023 and March 31, 2023)		30,000			30,000
Additional paid in capital		325,659			325,659
Accumulated deficit		(~~464~~472,~~540~~262	)		(439,914	)
Total Stockholders’ Deficit		(~~108~~116,~~881~~603	)		(84,255	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	106,~~084~~788		$	15,599

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

LANDBAY INC

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

	2023			2022			2023			2022
	For the three months ended September 30,						For the six months ended September 30,
	For the three months ended December 31,						For the nine months ended December 31,
	2023			2022			2023			2022
Revenues:
Revenue – sales, net	$	31,~~178~~102		$	-6,356		$	34,~~178~~280		$	713,~~348~~704
Cost of goods sold		(2,872	)		-			(2,872	)		-
Revenues		1,102			6,356			4,280			13,704
Gross profit		306			-			306			7,348
Cost of goods sold		(850	)		(5,150	)		(3,722	)		(5,150	)
Gross profit		252			1,206			558			8,554
Operating expenses
General and administrative expenses		87,~~095~~988			79,~~048~~315			2432,~~895~~883			2737,~~961~~276
Total operating expenses		87,~~095~~988			79,~~048~~315			2432,~~895~~883			2737,~~961~~276
Loss from operations		(7,~~789~~736	)		(78,~~048~~109	)		(2432,~~589~~325	)		(2028,~~613~~722	)
Other expenses
Other expenses		(57	)		-			(37	)		-
Other income (expenses)		14			15			(23	)		15
Total other expenses		(57	)		-			(37	)		-
Total other income (expenses)		14			15			(23	)		15
Net loss	$	(7,~~846~~722	)	$	(78,~~048~~094	)	$	(2432,~~626~~348	)	$	(2028,~~613~~707	)
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.

LANDBAY INC

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

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 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		-		-		-		-		-		(2432,~~626~~348	)		(2432,~~626~~348	)
Balances, September 30, 2023		-		-		30,000,000		30,000		325,659		(464,540	)		(108,881	)
Balances, December 31, 2023		-		-		30,000,000		30,000		325,659		(472,262	)		(116,603	)

	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		-		-		-		-		-		(2028,~~613~~707	)		(2028,~~613~~707	)
Balances, September 30, 2022		-		-		30,000,000		30,000		325,659		(422,860	)		(67,201	)
Balances, December 31,2022		-		-		30,000,000		30,000		325,659		(430,954	)		(75,295	)

	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	)
Balances, September 30, 2023		-	$	-		30,000,000	$	30,000	$	325,659	$	(464,540	)		(108,881	)
Net loss		-		-		-		-		-		(7,~~846~~722	)		(7,~~846~~722	)
Balances, September 30, 2023		-		-		30,000,000		30,000		325,659		(464,540	)		(108,881	)
Balances, December 31, 2023		-		-		30,000,000		30,000		325,659		(472,262	)		(116,603	)

	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, September 30, 2022		-	$	-		30,000,000	$	30,000	$	325,659	$	(422,860	)		(67,201	)
Balances		-	$	-		30,000,000	$	30,000	$	325,659	$	(~~415~~422,~~812~~860	)		(6067,~~153~~201	)
Net loss		-		-		-		-		-		(78,~~048~~094	)		(78,~~048~~094	)
Balances, September 30, 2022		-		-		30,000,000		30,000		325,659		(422,860	)		(67,201	)
Balances, December 31,2022		-		-		30,000,000		30,000		325,659		(430,954	)		(75,295	)
Balances		-		-		30,000,000		30,000		325,659		(~~422~~430,~~860~~954	)		(6775,~~201~~295	)

The accompanying notes are part of these condensed unaudited financial statements

LANDBAY INC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2023 AND 2022

	For the six months ended September 30, 2023			For the six months ended September 30, 2022
	For the nine months ended December 31, 2023			For the nine months ended December 31,2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2432,~~626~~348	)	$	(2028,~~613~~707	)
Changes in assets and liabilities:
Accounts receivable		-			92,~~115~~195
Accrued expense		2,500			-
Accrued expenses		1,500			-
Inventories		23,~~872~~722			(116,~~266~~116	)
Other tax payable		(~~117~~301	)		~~(743~~1,321	)
Net cash used in operating activities		(1927,~~371~~427	)		(2331,~~507~~307	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan		1622,~~728~~338			17,~~266~~229
Net cash provided by financing activities		1622,~~728~~338			17,~~266~~229
Net (decrease) increase in cash		(2,643	)		(22,241	)
Net decrease in cash		(5,089	)		(24,078	)
Cash at beginning of period:		8,105			26,140
Cash at end of period:	$	53,~~462~~016		$	32,~~899~~062
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	—		$	—
Income taxes paid	$	—		$	743

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

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.

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~~nine months ended ~~September~~December 3031, 2023 and 2022, the Company borrowed additional loans in the amounts of $1622,~~728~~338 and $17,~~266~~229 from the President of the Company and Northern Ifurniture Inc, an entity under the common control, respectively. As of ~~September~~December 3031, 2023 and ~~March~~ March 31, 2023, the balances of shareholder loans were $~~116~~121,~~184~~794 and $99,456, respectively, bearing no interest, unsecured and due on demand.

NOTE 5 – INCOME TAX

For the three months ended ~~September~~December 3031, 2023 and 2022, the Company has incurred a net loss before tax of $7,~~846~~722 and $78,~~048~~094, respectively. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Company has incurred a net loss before tax of ~~$24~~32,~~626~~348 and $2028,~~613~~707, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of ~~September~~December 3031, 2023 and March 31, 2023, deferred tax assets resulted from NOLs of approximately $~~112~~115,000 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.

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.

Results of Operation for the three months ended ~~September~~December 3031, 2023 and 2022

During the three months ended ~~September~~December 3031, 2023 and 2022, the Company generated revenue of $31,~~178~~102 and $~~nil~~6,356, respectively. Cost of goods sold for the three months ended ~~September~~December 3031, 2023 total $2850,~~872,~~ ~~increasing~~decreasing from $~~nil~~5,150 for the same quarter of last year. During the three ~~months~~ months ended ~~September~~December 3031, 2023 and 2022, the Company incurred operating expenses of $87,~~095~~988 and $79,~~048~~315, respectively. The ~~increase~~decrease was due to the ~~increase~~decrease in professional fee, compared with the same period of last year. For the three months ended ~~September~~December 3031, 2023 and 2022, our net loss was $7,~~846~~722 and $78,~~048~~094, respectively. The ~~increase~~decrease in net loss was mainly due to the fact that the Company had lower ~~gross~~ gross profit ~~and higher professional fees~~ in the current quarter.

Results of Operation for the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022

During the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Company generated revenue of $34,~~178~~280 and $713,~~348~~704, respectively. Cost of goods sold for the ~~six~~nine months ended ~~September~~December 3031, 2023 total $23,~~872~~722, ~~increasing~~decreasing from $~~nil~~5,150 for the same period of last year. During the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, the Company incurred operating expenses of $2432,~~895~~883 and $2737,~~961~~276, respectively. The ~~decrease~~change was ~~mainly~~ due to the decrease in professional fee, compared with the same period of last year. For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, our net loss was $2432,~~626~~348 and $2028,~~613~~707, respectively. The increase in net loss was mainly due to the fact that the Company had lower ~~gross~~ gross profit in the current period.

Equity and Capital Resources

As of ~~September~~December 3031, 2023 and March 31, 2023, we had an accumulated deficit of $~~464~~472,~~540~~262 and $439,914, respectively. As of ~~September~~December 3031, 2023, we had cash of $53,~~462~~016 and working capital deficit of $~~108~~116,~~881~~603. 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.

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 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~~December 3031, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

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.

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
Date: February 5, 2024	/s/ Xiaowei Jin
	Xiaowei Jin, Chief Executive Officer
	Xiaowei Jin,Chief Executive Officer

Date: ~~November~~February 95, ~~2023~~2024 /s/ Xiaowei Jin Xiaowei Jin, Chief Financial Officer

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)

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

* Filed herewith.

Filing Compare · Landbay Inc