LNBY 10-Q
Landbay Inc (LNBY)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
or
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______
Commission
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(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(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 of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of January 22, 2026, the registrant had shares of Class A common shares outstanding, $0.001 par value.
LANDBAY INC
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
| 1 |
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms “Landbay,” “Company,” “we,” “us,” and “our” in this document refer to Landbay Inc, a New York corporation.
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
LANDBAY INC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| 3 |
LANDBAY
INC
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 (UNAUDITED) AND MARCH 31, 2025 (AUDITED)
| June 30, 2025 | March 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| (Consolidated) | (Consolidated) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Loans receivable | ||||||||
| Other receivable | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDER'S DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Shareholder loans | $ | $ | ||||||
| Income taxes payable | ||||||||
| Other payable and accrual | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| Shareholders’ deficit | ||||||||
| Preferred shares ($ par value, shares authorized, shares issued and outstanding) | ||||||||
| Class A common shares ($ par value, shares authorized, shares issued and outstanding) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income/(loss) | ( | ) | ||||||
| Total Shareholders' deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are part of these condensed consolidated financial statements.
| 4 |
LANDBAY
INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME/(LOSS)
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)
| For the three months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Consolidated) | (Standalone) | |||||||
| Revenues: | ||||||||
| Revenue-sales | $ | $ | ||||||
| Cost of sales | ( | ) | ||||||
| Gross Profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Profit/(Loss) from operations | ( | ) | ||||||
| Other income | ||||||||
| Other income | ||||||||
| Total other income, net | ||||||||
| Net profit/(loss) before income tax | $ | $ | ( | ) | ||||
| Income taxes expense | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Other comprehensive income | ||||||||
| Foreign currency translation income | ||||||||
| Total other comprehensive income | ||||||||
| Comprehensive income/(loss) | $ | $ | ( | ) | ||||
| Net income/(loss) per share - basic and diluted | $ | $ | ) | |||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
Comparative quarter reflects the standalone parent only (unconsolidated). Consolidation of subsidiary commenced in Q2 of fiscal year 2025 – see Note 1
The accompanying notes are part of these condensed consolidated financial statements.
| 5 |
LANDBAY
INC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)
| Class A Common Shares | ||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss)/Income | Total Shareholders’ Deficit | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net income | — | |||||||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
Class A Common Shares | ||||||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Shareholders’ Deficit | |||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Loan forgiveness by related parties | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
Comparative quarter reflects the standalone parent only (unconsolidated). Consolidation of subsidiary commenced in Q2 of fiscal year 2025 – see Note 1.
The accompanying notes are part of these condensed unaudited consolidated financial statements
| 6 |
LANDBAY
INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)
| For three months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Consolidated) | (Standalone) | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net profit/(loss) | $ | $ | ( | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Loans receivable | ( | ) | ||||||
| Other receivable | ( | ) | ||||||
| Other payable and accrual | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from shareholder's Loans | ||||||||
| Repayment of loan to former shareholder | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate on cash | ||||||||
| Net increase/(decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplement disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest paid | $ | $ | ||||||
| Income Tax paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Loan forgiveness by related parties | $ | $ | ||||||
Comparative quarter reflects the standalone parent only (unconsolidated). Consolidation of subsidiary commenced in Q2 of fiscal year 2025 – see Note 1.
The accompanying notes are part of these condensed unaudited consolidated financial statements.
| 7 |
LANDBAY
INC
NOTES TO THE CONDENSED UNAUDITED CONSOLIDATED 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 Shares
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 Shares of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented
approximately
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 its live software service business through its subsidiary, Zhejiang Toumi. While the launch was initially scheduled for August 2024, technical issues have delayed the process, and the preparations are still ongoing.
For
the three months ended June 30, 2025, Zhejiang Toumi generated net revenue of $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The accompanying condensed unaudited consolidated 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.
| 8 |
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the allowance of doubtful account and collectible of notes receivable. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.
Revenue Recognition
The Company accounts for revenue arising from contracts and customers in accordance with Revenue from Contracts with Customers (“ASC 606”). Under the 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. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities, at a point in time when the network equipment is delivered to the customers. Revenue generated from provision of online data marketing services is recognized over the time, for a periodic fixed fee.
Foreign Currency Transactions
The Company’s consolidated financial statements are presented in U.S. dollars ($), which is the Company’s reporting and functional currency. The functional currency of the Company’s subsidiary is Chinese Yuan (“RMB”). The resulting translation adjustments are reported under other comprehensive loss in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 220 (“ASC 220”), “Reporting Comprehensive Income”. Gains and losses resulting from the translation of foreign currency transactions are reflected in the consolidated statements of operations and other comprehensive income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency using the rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the consolidated statements of operations and other comprehensive income.
The Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the consolidated statements of operations and other comprehensive income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from RMB into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive income.
Concentration
For the three months ended June 30, 2025, the Company derived 100% of its revenue from a single customer. For the three months ended June 30, 2024, the Company did not generate any revenue. The Company’s cost of sales for the three months ended June 30, 2025 consisted entirely of purchases from a single vendor.
Segment Reporting
Accounting Standards Codification (“ASC”) 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker (“CODM”) evaluates financial information for purposes of allocating resources and assessing performance.
The
Company has determined that it has one reportable operating segment, as the CODM manages the business on a consolidated basis. For the
three months ended June 30, 2025, operations are primarily conducted through our subsidiary, Zhejiang Toumi Holding Co., Ltd., established
on July 17, 2024, which provides intelligent data-driven marketing services and customized technology development services. For the three
months ended June 30, 2024, the Company had minimal operations prior to the establishment of its subsidiary. Accordingly, all revenues,
assets, and results are reviewed at the Group level, and no separate financial information is regularly reviewed for other components
or business lines.
| 9 |
Recently Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The new standard is effective for the Company beginning December 15, 2024, with early adoption permitted. The Company does not believe the adoption of this new guidance will have material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s condensed consolidated financial statements.
NOTE 3 – GOING CONCERN ASSESSMENT
The Company has identified conditions and events that raise substantial doubt about its ability to continue as a going concern. Although the Company generated a small amount of net income and net cash inflows during the current quarter, its core business operations remain in an early stage and have not yet achieved sustainable operating activities. In addition, the Company has incurred significant accumulated losses, resulting in a net capital deficiency. Accordingly, substantial doubt exists regarding the Company’s ability to continue as a going concern.
Management’s plans to alleviate this substantial doubt include efforts to improve operating performance and profitability, increase cash flows from operations to meet ongoing operating requirements, and obtain additional working capital support from the Company’s majority shareholder and President. However, there can be no assurance that these plans will be successfully implemented or that such financing will be available on acceptable terms, if at all, to fund the Company’s future capital expenditures and operating needs.
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include
any adjustments relating to the recoverability or classification of assets, or the amounts or classification of liabilities, that may
be necessary if the Company is unable to 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.
As
of June 30, 2025 and March 31, 2025, the balances of loans owed to Chunyang Liu, President and CEO of the Company,
totaled $
NOTE 5 - OTHER PAYABLE AND ACCRUALS
As
of June 30, 2025, the Company’s other payable and accruals totaled $
| 10 |
NOTE 6 – INCOME TAX
For
the three months ended June 30, 2025, the US Company reported no taxable income for the period. For the three months ended June 30, 2024,
the US Company has incurred a net loss before tax of $
The subsidiary is registered in the People’s Republic of China (“PRC”), and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported in the PRC statutory financial statements in accordance with relevant income tax laws.
The reconciliation of the effective income tax rate of the Company to the statutory income tax rate in the US and the PRC for the three months ended June 30, 2025 and 2024 is as follows:
Three months ended | Three months ended June 30, 2024 | |||||||
| US statutory income tax rate | % | % | ||||||
| Valuation allowance recognized with respect to the loss in the US Company | ( | )% | ( | )% | ||||
| China statutory income tax rate | % | |||||||
| Non-PRC entities not subject to PRC income taxes | % | |||||||
| Effective tax rate | % | |||||||
NOTE 7 – SUBSEQUENT EVENT
On June 30, 2025, the Company’s fully owned subsidiary, Zhejiang Toumi, which name was changed to Zhejiang Languoke Holiding Co., Ltd. (Zhejiang LGK) on July 28, 2025, entered into two Equity Transfer Agreements with two third-party individuals to acquire the 100% ownership of Hangzhou Runru Kang Health Management Co., LTD, which name was changed to Zhejiang Lanwan Biotechnology Co., Ltd. (Zhejiang Lanwan), a limited liability company in Hangzhou, the People’s Republic of China (the “PRC”), for a total cash consideration of $nil. Upon consummated, Zhejiang Lanwan became Zhejiang LGK’s wholly owned subsidiary in the PRC. Zhejiang Lanwan was originally registered on September 27, 2023 and no operations since its inception.
The Company has evaluated all subsequent events through the date these condensed consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the condensed consolidated financial statements.
| 11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Overview
Landbay Inc 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 shareholder of the Company (“Seller”), entered into a Shares 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 shares of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of Class A common shares. 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 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 Shares 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 Shares 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 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 its live software service business thought its subsidiary, Zhejiang Toumi. While the launch was initially scheduled for August 2024, technical issues have delayed the process, and the preparations are still ongoing.
| 12 |
Results of Operation for the three months ended June 30, 2025 and 2024
During the three months ended June 30, 2025, the Company, through its subsidiary Zhejiang Toumi, begun providing online data marketing services, generating revenue of $156,552 with a cost of sales amounting to $140,897. The Company has begun its technology service business in June 2025, following a management change and a shift in business strategy.
During the three months ended June 30, 2025, and 2024, the Company incurred operating expenses of $3,401 and $48,851, respectively. The significant decrease was mainly due to the higher expense in professional fee resulting from the change of control of the Company that occurred during the quarter ended June 30, 2024.
For the same periods, the Company reported a net income of $11,483 and net loss of $48,828, respectively. The turn from loss to profit was due to the revenue that began to generate for the three months ended June 30, 2025, and the decrease in operating expenses.
Equity and Capital Resources
As of June 30, 2025 and March 31, 2025, we had an accumulated deficit of $494,668 and $506,151, respectively. As of June 30, 2025, the Company had cash of $16,748 and a working capital deficit of $36,219, compared to cash of $4,701 and a working capital deficit of $48,450 as of March 31, 2025. The reduction in the working capital deficit was primarily due to the increase in cash.
Going Concern Assessment
The Company has identified conditions and events that raise substantial doubt about its ability to continue as a going concern. Although the Company generated a small amount of net income and net cash inflows during the current quarter, its core business operations remain in an early stage and have not yet achieved sustainable operating activities. In addition, the Company has incurred significant accumulated losses, resulting in a net capital deficiency. Accordingly, substantial doubt exists regarding the Company’s ability to continue as a going concern.
Management’s plans to alleviate this substantial doubt include efforts to improve operating performance and profitability, increase cash flows from operations to meet ongoing operating requirements, and obtain additional working capital support from the Company’s majority shareholder and President. However, there can be no assurance that these plans will be successfully implemented or that such financing will be available on acceptable terms, if at all, to fund the Company’s future capital expenditures and operating needs.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments relating to the recoverability or classification of assets, or the amounts or classification of liabilities, that may be necessary if the Company is unable to continue as a going concern.
| 13 |
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 shareholders.
Critical Accounting Policies
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated 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 consolidated financial statements appearing elsewhere in this Form 10-Q report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report on Form 10-Q, our President (principal executive officer) and our Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer each concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective in timely alerting them to material information relating to Landbay Inc. required to be included in our Exchange Act filings.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2025 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
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
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Item 6. Exhibits
* 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: January 22, 2026 | /s/ Chunyang Liu |
| Chunyang Liu, Chief Executive Officer | |
| Date: January 22, 2026 | /s/ Lidong Wang |
| Lidong Wang, Chief Financial Officer | |
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EXHIBIT INDEX
* Filed herewith.
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