LNBY 10-K
Landbay Inc (LNBY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended:
OR
For the transition period from _____________ to _____________
Commission
file number:
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Xixi B2, the first energy-saving Xixi in Xihu District,
Hangzhou City, Zhejiang Province, China
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not Applicable | Not Applicable | Not Applicable |
Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
☐
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ☐ | 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
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
aggregate market value of the voting and non-voting shares of the Company’s Common Stock held by non-affiliates based on the last
sale of the Common Stock on September 30, 2023, was $
Number of shares outstanding of each of the issuer’s classes of common stock on June 28, 2024: Class A Common Stock: .
LANDBAY INC
FORM 10-K
TABLE OF CONTENTS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
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
Item 1. Business.
History and Overview
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former 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.
The Board of the Directors approved to amend the Article of the Company to reduce the Company’s authorized common stock from 999,000,000 shares to 30,000,000 shares on August 15, 2019. On April 29, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $0.001 to 100,000,000 shares, and to add 20,000,000 shares of preferred stock with a par value of $0.001 (the “Previous Amendment”). Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight, On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.
On March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700 shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors (“Board”) of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective on May 4, 2024.
Meanwhile, the Company continues to look for other opportunities which could potentially increase the profits of the Company in the year 2024.
Our Products
During the year 2023, we mainly market and retail modern residential and commercial furniture in Greater New York Region. Our products feature urban and contemporary styles, combining comfort and functionality in matching furniture collections and upscale luxury pieces appealing to lifestyle-conscious middle-income consumers. Our furniture brands come from different countries including Italy, China, Vietnam, Malaysia and so forth, and our products feature upholstered, wood and metal-based furniture pieces. We classify our products by room, designation or series, such as living room, dining room, bedroom and home office series, and by category or product types such as sofas, chairs, dining tables, beds, entertainment consoles, cabinets and cupboards.
We identify the latest trends and customer needs in our target markets to purchase new products, collections and brands from worldwide. Our product collections are designed to appeal to consumer preferences in specific markets. We retail both individual furniture pieces and complete furniture collections that equip an entire home which feature matching furniture suites, providing convenient home furnishing options for lifestyle-conscious consumers. We also provide a one-stop service to our customers which we design their decoration and introduce proper furniture to match the style.
We generally introduce our products at our showroom which locates at 36-25 Main Street, Flushing, New York, 11354. We believe that such in-store presentations provide convenient, one-stop solutions to customers, and thus incentivize clients to purchase an entire room of furniture from us instead of shopping for individual pieces offered by different brands or manufacturers.
Sales and Marketing
Our sales and marketing strategies target middle class, urban consumers, including: (1) direct sales to the Great New York Region customers; (2) onsite marketing campaigns.
We diversify our customer base by increasing direct sales to Great New York Region customers. We gain new customers by advertising and introduced by our existed customers. We also visit different furniture brands a few times each year to help us to develop and detect the latest-trends in the marketplace, allowing us to better understand the challenges and opportunities facing different customer requirements.
| 4 |
Competition
The furniture industry is large and highly competitive. The industry consists of many manufacturers, distributors and retailers, none of which dominates the fragmented and diverse market. Our products principally compete in the Great New York Region market. The primary competitive factors in the market for our products and target consumers are price, quality, style, marketing, functionality and availability.
Government Regulations
Our operations are subject to various laws and regulations domestically. In the U.S., federal, state and local regulations impose standards on our workplace and our relationship with the environment. For example, the U.S. Environmental Protection Agency, Occupational Safety and Health Administration and other federal agencies have the authority to promulgate regulations that may impact our operations. In particular, we are subject to legislation placing restrictions on our generation, emission, treatment, storage and disposal of materials, substances and wastes. Such legislation includes: the Toxic Substances Control Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the Safe Drinking Water Act; and the Comprehensive Environmental Response and the Compensation and Liability Act (also known as Superfund). We are also subject to the requirements of the Consumer Product Safety Commission and the Federal Trade Commission, in addition to regulations concerning employee health and safety matters. We believe the Company has complied with the relevant federal, state, local and international requirements for environmental protection.
Employees
As of March 31, 2024, the Company has no employee other than its former President/CEO/Secretary who devotes approximately 100% of her time to the business of the Company.
Reports to Security Holders
The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001681282.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Company owns no real estate. We currently maintain our corporate office at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468. The President of the Company provides the office space at no cost.
Item 3. Legal Proceedings.
The Company presently is not a party to, nor is management aware of, any pending, legal proceedings.
Item 4. Mine Safety Disclosures.
None.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
There has only been limited trading for the Company’s Common Stock since it began trading on March 24, 2021. There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the marketplace. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
On September 28, 2020, our class A common stock was approved for quotation on the OTC Markets under the symbol “LNBY”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our class A common stock.
On June 28, 2024, the closing price of our class A common stock reported on the OTC Markets was $2.3 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of our class A common stock, as reported on the OTC Markets.
| Year 2022 | Low | High | ||||||
| January 1, 2022 to March 31, 2022 | $ | 0.16 | $ | 0.69 | ||||
| April 1, 2022 to June 30, 2022 | $ | 0.30 | $ | 0.69 | ||||
| July 1, 2022 to September 30, 2022 | $ | 0.30 | $ | 0.60 | ||||
| October 1, 2022 – December 31, 2022 | $ | 0.33 | $ | 0.60 | ||||
| Year 2023 | Low | High | ||||||
| January 1, 2023 to March 31, 2023 | $ | 0.33 | $ | 0.33 | ||||
| April 1, 2023 to June 30, 2023 | $ | 0.26 | $ | 0.83 | ||||
| July 1, 2023 to September 30, 2023 | $ | 0.52 | $ | 0.84 | ||||
| October 1, 2023 – December 31, 2023 | 0.55 | $ | 0.60 | |||||
Year 2024 | Low | High | ||||||
| January 1, 2024 to March 31, 2024 | $ | 0.40 | $ | 0.69 | ||||
| April 1, 2024 to June 28, 2024 | $ | 0.25 | $ | 2.60 | ||||
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Holders
There are approximately 30 holders of the Company’s Class A Common Stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Securities Authorized under Equity Compensation Plans
We do not have any equity compensation plan.
Common Stock Currently Outstanding
As of June 28, 2024, 30,000,000 shares of Class A common stock were issued and outstanding.
Repurchases of Equity Securities
None.
Reports to Stockholders
We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC.
Transfer Agent
Colonial Stock Transfer Co, Inc., located at 7840 S. 700 E. Sandy, UT 84070 is the transfer agent for the Company’s common stock.
Additional Information
We are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.
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Item 6. Selected financial Data.
Not required under Regulation S-K for “smaller reporting companies”.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations and cash flows for the years ended March 31, 2024 and 2023, and financial conditions as of March 31, 2024, and 2023 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.
Overview
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former 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.
On March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700 shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection with the transaction contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors (“Board”) of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective on May 4, 2024.
Meanwhile, the Company continues to look for other opportunities which could potentially increase the profits of the Company in the year 2024.
Results of Operation for the years ended March 31, 2024 and 2023
During the year ended March 31, 2024, the Company generated sales revenue in the amount of $9,539. During the year ended March 31, 2023, the Company generated revenue in the amount of $18,188 for sales of furniture. The decrease in revenue was mainly due to the decreased sales of furniture revenue for the year ended March 31, 2024 as compared with the year ended March 31, 2023. During the years ended March 31, 2024 and 2023, the Company’s operating expenses were at $43,164 and $47,876, respectively. The decrease of operating expenses was due to the decrease in professional fees. For the years ended March 31, 2024 and 2023, our net loss was $13,137 and $37,667, respectively. The decrease in net loss was mainly due to increase in disposal gain on fixed assets for the year ended March 31, 2024, and decreasing in operating expenses, as compared to 2023.
Equity and Capital Resources
As of March 31, 2024 and 2023, we had an accumulated deficit of $453,051 and $439,914, respectively. As of March 31, 2024, we had cash of $8,761 and a working capital deficiency of $97,392. As of March 31, 2023, we had cash of $8,105 and working capital deficiency of $84,255. The increase in the working capital deficiency was primarily due to the cash paid for operating expense.
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.
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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.
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 discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions included in Note 2 of our financial statements is critical to an understanding of our financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required under Regulation S-K for “smaller reporting companies”.
Item 8. Financial Statements and Supplementary Data
Our audited financial statements are set forth in this Annual Report beginning on page F-3.
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LANDBAY INC
INDEX TO FINANCIAL STATEMENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Landbay Inc
Hangzhou City, Zhejiang Province, China
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Landbay Inc (the “Company”) as of March 31, 2024 and 2023, the related statements of operation, stockholders’ deficit, and cash flows for each of the years then ended , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2022.
July 1, 2024
| F-2 |
LANDBAY INC
BALANCE SHEETS
AS OF MARCH 31, 2024 AND 2023
| March 31, | March 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Inventories | ||||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Shareholder loans | $ | $ | ||||||
| Other payable | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Class A common stock ($ par value, shares authorized, shares issued and outstanding) | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are part of these financial statements
| F-3 |
LANDBAY INC
STATEMENTS OF OPERATIONS
| For the years ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Revenue – sales | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Gain on disposal of fixed assets | ||||||||
| Other income (expense) | ( | ) | ||||||
| Total other income, net | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
The accompanying notes are part of these financial statements.
| F-4 |
LANDBAY INC
STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
| Class A Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Class A Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances, March 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are part of these financial statements.
| F-5 |
LANDBAY INC
STATEMENTS OF CASH FLOWS
| For the year ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Disposal gain on fixed assets | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Accounts receivable | ||||||||
| Other payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds of loan from shareholder | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in Cash | ( | ) | ||||||
| Cash at beginning of the year: | ||||||||
| Cash at end of the year: | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| The price of disposal for fixed assets offset by related party loan | $ | $ | ||||||
The accompanying notes are part of these financial statements
| F-6 |
LANDBAY INC
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On
July 24, 2019, Larison Inc,
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of
shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares
represented approximately
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. The financial statements are presented in US dollar, which is the Company’s functional currency.
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 inventory write-down, impairment of long-lived assets and recoverability of deferred tax assets. 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.
Fair Value Hierarchy
The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:
Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.
Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).
Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash, accounts payable, other tax payable and shareholder loans approximate fair value because of the short-term nature of these items.
| F-7 |
Cash
Cash
and cash equivalents include cash on hand, cash in banks and highly liquid investments with maturities of three months or less at the
date of origination. The Company maintains its cash balance at a financial institution located in New York. Cash account at the New York
financial institution is insured by the Federal Deposit Insurance Corporation up to $
Inventories, net
Inventory
is stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments
are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving and obsolete inventory, which
is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership,
risks and rewards of the products purchased. As of March 31, 2024 and 2023, the Company’s inventory consisted of furniture in the
amount of $ and $
Property and equipment
Property
and equipment are carried at cost. Equipment is depreciated on a straight-line basis (after taking into account their respective estimated
residual value) over
Income taxes
The Company accounts for income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) codified within Accounting Standards Codification (“ASC”) Topic No. 740-10, Income Taxes. Deferred income taxes are recognized for the temporary differences between the tax basis of assets and liabilities and their financial reporting amounts. The Company assesses, on an annual basis, the realizability of its deferred tax assets. A valuation allowance for deferred tax assets is established if, based upon available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized.
Impairment of long-lived assets
Long-lived
assets are tested for impairment in accordance with ASC 360-10-45 “Impairment or Disposal of Long-Lived Assets”. The Company
periodically evaluates potential impairment whenever events or changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first
compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of
the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent
that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash
flow models, quoted market values and third-party independent appraisals, as considered necessary.
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of March 31, 2024 and 2023, thus, anti-dilution issues are not applicable.
| F-8 |
Revenue Recognition
The Company accounts for revenue arising from contracts with 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. This generally occurs when the products is delivered to or picked up by the customer. Revenue is recognized as net of sales discount and any taxes collected from customers that are subsequently remitted to governmental authorities.
While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.
The Company’s customer contracts identify product quantity, price and payment terms. Payment terms are granted consistent with industry standards at individual customer level. Although the payment terms of some customers may be extended up to 60 days, the majority of the Company’s customer have no payment terms, who needs pay when the products are delivered. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as accounts receivable on the Balance Sheet.
Cost of Goods Sold
Cost of goods sold consists primarily of inventory cost. Write-down of inventories to lower of cost or net realizable value and write-down of potentially obsolete or slow-moving inventories are also recorded in cost of goods sold, if any.
Accounting Standards Issued Recently Adopted
Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The effective date of ASU No. 2016-13 for smaller reporting companies is postponed to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU No. 2016-13 did not have a material impact on its financial position and results of operations.
Accounting Standards Issued but Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
There were also other updates recently issued and 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 related parties 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 - STOCKHOLDER’S EQUITY
On April 29, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $ to shares, and to add shares of preferred stock with a par value of $ (the “Previous Amendment”). Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight, On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024. As of March 31, 2024, the Company has a total of shares of Class A common stock issued and outstanding.
| F-9 |
The Company did not issue any other stock types other than Class A common stocks and; the Company did not have any share-based compensation, related to employee share-based awards, tax benefit from share-based award activities.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has been provided office space by its former president, Ms. Xiaowei Jin at no cost as of March 31, 2024. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
During
the years ended March 31, 2024 and 2023, the Company borrowed additional loans in the amounts of $
NOTE 6 – INCOME TAXES
The
Company is subject to the United States federal and New York State income tax at a tax rate of
Income
tax expense for the years ended March 31, 2024 and 2023 were $
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which the Company operates. Under the applicable U.S. federal and state statutes, tax years ended March 31, 2021 through March 31, 2024 remain subject to examination.
NOTE 7 – SUBSEQUENT EVENTS
On
March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024 (the “Closing”). Pursuant to the SPA, among
other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of shares of Class A Common Stock of the Company
held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented approximately
On
April 12, 2024, pursuant to a loan forgiveness and general release agreement entered into between the Company and Northern Ifurniture
Inc, $
During
April 2024, the Company repaid $
| F-10 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weaknesses in our internal controls over financial reporting as of March 31, 2024 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weaknesses in our controls and procedures were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended March 31, 2024. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective. We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third-party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.
Item 9B. Other Information
Not applicable.
| 10 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.
The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:
| Name | Age | Position | Year Commenced | |||
| Chunyang Liu | 49 | President, CEO and Chairman | 2024 | |||
| Lidong Wang | 33 | CFO and Director | 2024 | |||
| Wenfang Lu | 30 | Secretary and Director | 2024 |
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.
Chunyang Liu, born in 1975, graduated with a Bachelor’s degree in International Economics and Trade from Nankai University. He served as the legal representative of Dongyang City Yunda Express Co., Ltd. from 2002 to 2024, the legal representative of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2014 to 2024, and the legal representative of Zhejiang Xinsheng New Media Group Co., Ltd. from 2023 to 2024. With a diverse background spanning the logistics, liquor, supply chain technology services, and network technology industries, Liu has accumulated extensive experience in industry operations, digital technologies, resource integration, and investment. Leveraging his solid industrial foundation and forward-thinking approach, he is actively involved in building Xinsheng Media Group. The group is dedicated to staying at the forefront of AI development, particularly in the livestream e-commerce sector. Its vision is to serve as a talent incubator within the industry and reshape its development trajectory.
Lidong Wang, born in 1991, graduated from Zhejiang Water Conservancy and Hydropower College in 2013 with an associate degree. Over the course of his career, he served as President of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2020 to 2022, acted as the legal representative of Hangzhou Increment Speed Build Technology Co., Ltd. from 2022 to 2023, and held the position of President at Zhejiang Xinsheng New Media Group Co., Ltd. from 2023 to 2024. With more than 10 years of experience in investment, financing, and fund management, he has worked in both state-owned enterprises and unicorn companies. Mr. Wang excels in market development, industry analysis, and business negotiation. He is skilled at integrating comprehensive financial resources across various industries and has built extensive social connections and resources in government, banking, private equity funds, and enterprises. His exceptional business acumen has consistently earned recognition from clients and industry peers.
Wenfang Lu, born in 1994, graduated with a Bachelor’s degree from Jiangxi Business College in 2017. With nearly a decade of experience in the livestream e-commerce industry, Mr. Lu has focused on areas such as supply chain management, the digital economy, and artificial intelligence. He has successfully integrated livestream e-commerce into a comprehensive chain system incorporating supply chain management and digitization. This has provided him with a solid foundation of practical experience and theoretical knowledge, facilitating the deep integration of livestream e-commerce and the AI industry. In the face of the rapidly evolving industry landscape, Mr. Lu has demonstrated strong adaptability and accumulated extensive experience in team management. From 2017 to 2019, Mr. Lu operated a personal chain store. Following this, he served as the Market Director at Yunda Express from 2019 to 2020, Vice President of Qingke Cloud Network Technology from 2020 to 2021, and General Manager of Dipingbang Supply Chain from 2022 to 2023. Since 2023, Mr. Lu has been Vice President at Zhejiang Xinsheng New Media Group Co., Ltd.
Term of office
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
| 11 |
Involvement in Certain Legal Proceedings
Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; | |
| ● | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| ● | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
The Board consists of three members, none of whom meet the independence requirements of the Nasdaq Stock Market as currently in effect.
Committees and Terms
The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
Code of Ethics
To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.
| 12 |
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our board of directors.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Chunyang Liu, Lidong Wang and Wenfang Lu, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
Item 11. Executive Compensation
During the years ended March 31, 2024, 2023 and 2022, no salaries were paid to any officers or directors.
Executive compensation during the years ended March 31, 2024, 2023 and 2022 were as follows:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||
| Xiaowei Jin | 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Former CEO/CFO/Director (1) | 2023 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2022 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
(1). Ms. Xiaowei Jin resigned as CEO and CFO of the Company on April 23, 2024, and resigned as a director of the Company on May 4, 2024.
Director Compensation
We do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment Agreements
The Company has not entered into employment agreements with any of its employees or officers as of March 31, 2024.
Stock Option Plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may adopt an incentive and non-statutory stock option plan in the future.
| 13 |
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
Item 12. Security ownership of certain beneficial owners and management
The following table sets forth, as of June 28, 2024, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Common stock beneficially owned and percentage ownership was based on 30,000,000 shares outstanding on June 28, 2024.
| Title of Class | Name and Address Of Beneficial Owner | Position | Amount and Nature Of Beneficial Ownership | Percent Of Class (1) | ||||||||
| Class A Common Stock | Xiaowei Jin 36-25 Main St. Flushing, NY 11354 | Former President, CEO, CFO and Director | 205,100 | (2) | 0.7 | % | ||||||
| Class A Common Stock | Chunyang Liu Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China | President, CEO and Chairman | 29,383,700 | 97.9 | % | |||||||
| Class A Common Stock | Lidong Wang Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China | CFO and Director | 0 | 0 | % | |||||||
| Class A Common Stock | Wenfang Lu Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China | Secretary and Director | 0 | 0 | % | |||||||
| Class A Common Stock | All Officers and Directors As a Group (3 persons) | 29,383,700 | 97.9 | % | ||||||||
(1) Based upon 30,000,000 shares outstanding as of June 28, 2024.
(2) Including 5,100 shares owned by Xiaowei Jin and 200,000 shares owned by Ms. Jin’s husband.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company has been provided office space by its former 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 years ended March 31, 2024 and 2023, the Company borrowed additional loans in the amounts of $32,731 and $18,356 from the former President of the Company and Northern Ifurniture Inc, an entity under the common control before the change of control on April 23, 2024, respectively. On March 29, 2024, the Company entered into an asset disposal and loan conversion agreement (the “ADLC Agreement”) with the former President of the Company. Pursuant to the ADLC Agreement, the Company settled loan of $28,000 owed to the former President with a vehicle owned by the Company. The vehicle has been fully depreciated, and the transaction resulted in a disposal gain of $28,000. As of March 31, 2024 and 2023, the balances of shareholder loans were $104,187 and $99,456, respectively, bearing no interest, unsecured and due on demand. The balance of shareholder loan as of March 31, 2024 included loan payable to the former President and Northern Ifurniture Inc which were fully settled as of April 23, 2024, with partially repaid and partially forgiven during April 2024 (Note 7).
| 14 |
Item 14. Principal Accounting Fees and Services
During the years ended March 31, 2024 and 2023, Simon & Edward, LLP, the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the year ended March 31, 2024, as contained in this Report, are estimated and included for the fiscal year ended March 31, 2024.
Years ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Audit Fees - Simon & Edward, LLP | $ | 13,535 | $ | 18,128 | ||||
| Audit-Related Fees | $ | — | $ | — | ||||
| Tax Fee | $ | 1,000 | $ | — | ||||
| Total Fees | $ | 14,535 | $ | 18,128 | ||||
Pre-Approval Policy
Our Board as a whole pre-approves all services provided by Simon & Edward, LLP. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with Simon & Edward, LLP independence as our auditors.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016. |
| ** | Filed herewith |
| 16 |
SIGNATURES
In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 1st day of July, 2024.
| LANDBAY INC | ||
| By: | /s/ Chunyang Liu | |
| Chunyang Liu, Chief Executive Officer | ||
| Name | Position | Date | ||
| /s/ Chunyang Liu | Chief Executive Officer, President and Chairperson of the Board of Directors | July 1, 2024 | ||
| Chunyang Liu | (Principal Executive Officer) | |||
| /s/ Lidong Wang | Chief Financial Officer and Director | July 1, 2024 | ||
| Lidong Wang | (Principal Financial and Accounting Officer) | |||
| /s/ Wenfang Lu | Secretary and Director | July 1, 2024 | ||
| Wenfang Lu |
| 17 |
EXHIBIT INDEX
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016. |
| ** | Filed herewith |
| 18 |