10-Q - LNBY - Equibles

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

Forthe quarterly period ended June 30, 2024

☐

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<br> or Other Jurisdiction	(I.R.S.<br> Employer
of<br> Incorporation or Organization)	Identification<br> No.)

Room3501, EFC Building, Yuhang District,

HangzhouCity, Zhejiang Province, China

(Address of Principal Executive Office)

+86-18621851468

(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: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Not<br> applicable	Not<br> applicable	Not<br> 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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☐	Smaller<br> reporting company	☒
		Emerging<br> 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 August 14, 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 JUNE 30, 2024

TABLE

OF CONTENTS

		PAGE
	Note<br> about Forward-Looking Statements	2
	PART<br> I - FINANCIAL INFORMATION
Item<br> 1	Financial<br> Statements	3
	Condensed<br> Balance Sheets as of June 30, 2024 (Unaudited) and March 31, 2024	4
	Condensed<br> Statements of Operations (Unaudited) for the three months ended June 30, 2024 and 2023	5
	Condensed<br> Statements of Changes in Stockholders’ Deficit (Unaudited) for the three months ended June 30, 2024 and 2023	6
	Condensed<br> Statements of Cash Flows (Unaudited) for the three months ended June 30, 2024 and 2023	7
	Notes<br> to Condensed Unaudited Financial Statements	8
Item<br> 2	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operation	10
Item<br> 3	Quantitative<br> and Qualitative Disclosures About Market Risk	11
Item<br> 4	Controls<br> and Procedures	11
	PART<br> II - OTHER INFORMATION
Item<br> 1	Legal<br> Proceedings	12
Item<br> 1A	Risk<br> Factors	12
Item<br> 2	Unregistered<br> Sales of Equity Securities and Use of Proceeds	12
Item<br> 3	Defaults<br> Upon Senior Securities	12
Item<br> 4	Mine<br> Safety Disclosures	12
Item<br> 5	Other<br> Information	12
Item<br> 6	Exhibits	13
SIGNATURES		14
EXHIBIT<br> INDEX

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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.

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PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

LANDBAY

INC

INDEX

TO FINANCIAL STATEMENTS

Condensed<br> Balance Sheets as of June 30, 2024 (Unaudited) and March 31, 2024	4
Condensed<br> Statements of Operations (Unaudited) for the three months ended June 30, 2024 and 2023	5
Condensed<br> Statements of Changes in Stockholders’ Deficit (Unaudited) for the three months ended June 30, 2024 and 2023	6
Condensed<br> Statements of Cash Flows (Unaudited) for the three months ended June 30, 2024 and 2023	7
Notes<br> to Condensed Unaudited Financial Statements	8<br> - 9

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LANDBAY

INC

CONDENSED

BALANCE SHEETS

			March<br> 31, <br><br>2024

ASSETS
CURRENT ASSETS
Cash	-		$	8,761
Total Current Assets	-			8,761
TOTAL ASSETS	-		$	8,761
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Other payable	-		$	1,966
Shareholder loans	43,825			104,187
Total Current Liabilities	43,825			106,153
TOTAL LIABILITIES	43,825			106,153
STOCKHOLDERS’ DEFICIT:
Class A Common stock<br> (0.001<br> par value, 30,000,000<br> shares authorized, issued and outstanding as of June 30, 2024 and March 31, 2024)	30,000			30,000
Additional paid in<br> capital	428,054			325,659
Accumulated deficit	(501,879	)		(453,051	)
Total Stockholders’<br> Deficit	(43,825	)		(97,392	)
TOTAL LIABILITIES AND<br> STOCKHOLDERS’ DEFICIT	-		$	8,761

All values are in US Dollars.

The

accompanying notes are part of these condensed unaudited financial statements.

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LANDBAY

INC

CONDENSED

STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

	For<br> the three months <br><br>ended June 30, 2024			For<br> the three months <br><br>ended June 30, 2023
Operating expenses
General<br> and administrative expenses	$	48,851		$	16,800
Total operating expenses		48,851			16,800
Loss from operations		(48,851	)		(16,800	)
Other income
Other<br> income		23			20
Total other income		23			20
Net loss	$	(48,828	)	$	(16,780	)
Net loss per common share, basic and diluted	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding,<br> basic and diluted		30,000,000			30,000,000

The

accompanying notes are part of these condensed unaudited financial statements.

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LANDBAY

INC

CONDENSED

STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT (UNAUDITED)

FOR

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

	Shares		Amount		Capital		Deficit			Total
	Class<br> A Common Stock				Additional<br> <br>Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balances, March 31, 2024		30,000,000	$	30,000	$	325,659	$	(453,051	)	$	(97,392	)
Loan forgiveness by related parties		-		-		102,395		-			102,395
Net loss		-		-		-		(48,828	)		(48,828	)
Balances, June 30,<br> 2024		30,000,000		30,000		428,054		(501,879	)		(43,825	)
	Class<br> A Common Stock				Additional<br> <br>Paid-in		Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Capital		Deficit			Total
Balances, March 31, 2023		30,000,000	$	30,000	$	325,659	$	(439,914	)	$	(84,255	)
Balance		30,000,000	$	30,000	$	325,659	$	(439,914	)	$	(84,255	)
Net loss		-		-		-		(16,780	)		(16,780	)
Balances, June 30,<br> 2023		30,000,000		30,000		325,659		(456,694	)		(101,035	)
Balance		30,000,000		30,000		325,659		(456,694	)		(101,035	)

The

accompanying notes are part of these condensed unaudited financial statements

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LANDBAY

INC

CONDENSED

STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

	For<br> the three months <br><br>ended June 30, 2024			For<br> the three months <br><br>ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(48,828	)	$	(16,780	)
Changes in assets and liabilities:
Accounts payable and accrued<br> expenses		-			5,100
Other payable		(1,966	)		(398	)
Net cash used in operating activities		(50,794	)		(12,078	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholders’<br> loans		43,911			6,848
Repayment to a former shareholder		(1,878	)		-
Net cash provided by financing<br> activities		42,033			6,848
Net decrease in cash		(8,761	)		(5,230	)
Cash at beginning<br> of period:		8,761			8,105
Cash at end of period:	$	-		$	2,875
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Loan forgiveness by related<br> parties	$	102,395		$	-

The

accompanying notes are part of these condensed unaudited financial statements.

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LANDBAY

INC

NOTES

TO THE CONDENSED UNAUDITED 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, 100% controlled by the prior president and the principal stockholder 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 Class A common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of Class A common stock. As a result, the transaction led to a change of the control and the management team of the Company.

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.

On July 17, 2024, the Company established a wholly owned subsidiary, Zhejiang Toumi Holding Co., Ltd. (“Zhejiang Toumi”) in Hangzhou City, Zhejiang Province, China. Zhejiang Toumi’s business scope covers technical consulting, technology development, software development, electronic product sales, enterprise consulting management and other fields. The Company plans to launch live software service business thought its subsidiary, Zhejiang Toumi, starting in August of this year, and preparations are currently underway.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof 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.

Useof 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. 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.

RevenueRecognition

The Company accounts for revenue arising from contracts and customers in accordance with Revenue from Contracts with Customers (“ASC606”) 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.

AccountingStandards 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.

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NOTE

3 – GOING CONCERN ASSESSMENT

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

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

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

NOTE

4 - RELATED PARTY TRANSACTIONS

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

During the three months ended June 30, 2024 and 2023, the Company borrowed additional loans in the amounts of $86 and $6,848 from the former President of the Company and Northern Ifurniture Inc. (“Ifurniture”), an entity under the common control of the former President, respectively. As of June 30, 2024 and March 31, 2024, the balances of loans owed to the former President and Ifuniture totaled $nil and $104,187, respectively, bearing no interest, unsecured and due on demand. During the three months ended June 30, 2024, loans of $102,395 was forgiven, which was treated as an equity transaction with shareholders with no gain or loss recognized, and $1,878 was repaid to the former President of the Company in cash.

During

the three months ended June 30, 2024, the Company borrowed loan in the aggregated amount of $43,825 from Chunyang Liu, President and CEO of the Company, for working capital purpose. As of June 30, 2024, total amount owed to President and CEO of the Company was $43,825. The loan is unsecured, non-interest-bearing and due on demand.

NOTE

5 – INCOME TAX

For

the three months ended June 30, 2024 and 2023, the Company has incurred a net loss before tax of $48,828 and $16,780, respectively. Net operation losses (“NOLs”) can be carried forever based on the 2017 Tax Cuts and Jobs Act. As of June 30, 2024 and March 31, 2024, deferred tax assets resulted from NOLs of approximately $120,000 and $109,057, 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 subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. Based on our evaluation, no other event has occurred requiring adjustment or disclosure, except the following:

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ThisQuarterly 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 finddiscussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity andCapital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially fromthose discussed herein. The forward-looking statements specified in the following information have been compiled by our management onthe basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, areimpossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptionsused for purposes of the forward-looking statements specified in the following information represent estimates of future events and aresubject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identificationand interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternativesrequire the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipatedor projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurancecan 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

On July 24, 2019, Larison Inc, 100% controlled by the prior president and the principal stockholder 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 Class A common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of Class A common stock. As a result, the transaction led to a change of the control and the management team of the Company.

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.

Resultsof Operation for the three months ended June 30, 2024 and 2023

During the three months ended June 30, 2024 and 2023, the Company incurred operating expenses of $48,851 and $16,800, respectively. The increase was mainly due to the increasing in professional fee resulting from the change of control of the Company that occurred during the quarter ended June 30, 2024, compared to the same period of last year. For the three months ended June 30, 2024 and 2023, the Company incurred a net loss of 48,828 and $16,780, respectively. The increasing of net loss was mainly due to the increase in operating expenses.

Equityand Capital Resources

As of June 30, 2024 and March 31, 2024, we had an accumulated deficit of $501,879 and $453,051, respectively. As of June 30, 2024, we had cash of $nil and working capital deficit of $43,825. As of March 31, 2024, we had cash of $8,761 and a working capital deficit of $97,392. The reduction in the working capital deficit was primarily due to the forgiveness of loans by shareholders upon change in control of the Company.

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GoingConcern 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-BalanceSheet 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.

CriticalAccounting Policies

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

The critical accounting policies are discussed in further detail in the notes to the unaudited financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. 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.

Item3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of 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 Quarterly 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.

Changesin 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 June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II - OTHER INFORMATION

Item1. Legal Proceedings

None.

Item1A. Risk Factors

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

None.

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Item6. Exhibits

Exhibit<br><br> <br>Number	Description of Exhibit
31.1*	Certification<br> of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
31.2*	Certification<br> of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
32.1*	Certification<br> of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section<br> 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL<br> Instance Document
101.SCH*	XBRL<br> Taxonomy Extension Schema Document
101.CAL*	XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL<br> Taxonomy Extension Presentation Linkbase Document
104*	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LANDBAY INC
Date:<br> August 14, 2024	/s/ Chunyang Liu
	Chunyang<br> Liu
	Chief<br> Executive Officer
Date:<br> August 14, 2024	/s/ Lidong Wang
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	Lidong<br> Wang
	Chief<br> Financial Officer

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EXHIBIT

INDEX

Exhibit<br><br> <br>Number	Description of Exhibit
31.1*	Certification<br> of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
31.2*	Certification<br> of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley<br> Act of 2002
32.1*	Certification<br> of Chief Executive Officer and President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section<br> 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL<br> Instance Document
101.SCH*	XBRL<br> Taxonomy Extension Schema Document
101.CAL*	XBRL<br> Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL<br> Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL<br> Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL<br> Taxonomy Extension Presentation Linkbase Document
104*	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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EXHIBIT31.1

CERTIFICATION

I, Chunyang Liu, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Landbay Inc;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
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a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
/s/ Chunyang Liu
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Chunyang<br> Liu
Chief<br> Executive Officer and President<br><br> <br>(Principal<br> Executive Officer)
August<br> 14, 2024

EXHIBIT31.2

CERTIFICATION

I, Lidong Wang, certify that:

1.	I<br> have reviewed this report on Form 10-Q of Landbay Inc;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c.	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
a.	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
b.	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
/s/ Lidong Wang
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Lidong<br> Wang
Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial Officer)<br><br> <br>(Principal<br> Accounting Officer)
August<br> 14, 2024

EXHIBIT32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Landbay Inc (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Chunyang Liu
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Chunyang<br> Liu
Chief<br> Executive Officer and President<br><br> <br>(Principal<br> Executive Officer)
August<br> 14, 2024
/s/ Lidong Wang
Lidong<br> Wang
Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial Officer)<br><br> <br>(Principal<br> Accounting Officer)
August<br> 14, 2024