LNBY 10-Q Quarter ended Sept. 30, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

_________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 333-210916

Landbay Inc

(Exact name of registrant as specified in its charter)

_________________

36-25 Main Street

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

917-232-5799

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

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

TABLE OF CONTENTS

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms "Landbay," "company," "we," "us," and "our" in this document refer to Landbay Inc., a New York corporation.

2

PART I: FINANCIAL INFORMATION

LANDBAY INC. (UNAUDITED)

FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2019

3

4

5

6

Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

7

Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

8

Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

9

Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

10

Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

11

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

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

The businesses of the Corporation:

(1). Engaging in selling furniture.

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

Engaging in selling furniture:

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

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

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

(4). We are selling the residential furniture.

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

Engaging in running vineyard, sell and store wines:

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

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

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

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

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

Describe the industry in which we are participating:

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

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

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

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

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

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

12

The trends within industry which we are participating:

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

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

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

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

How the Corporation plans to reduce risk:

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

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

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

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

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

Primary Sources of Revenues

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

Primary Expenses

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

Components of Results of Operations

Revenue

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

Cost of Revenue and Operating Expenses

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

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

Results of Operations

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

13

14

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

1. Selling Furniture Risk:

(1). Market Risk:

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

(2). Renting Risk:

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

(3). Damaging Risk:

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

(4). Overstock Risk:

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

2. Vineyard and Wines Risk:

(1). Risk for Purchasing Vineyards:

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

(2). Vineyard Risk

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

16

(3). Wine Making Risk:

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

(4). Wine Storage Risk:

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

(5). Market Risk:

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

3. Risk Factors for Purposes Other Than Trading:

(1). Our Lack of an Operating History

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

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

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

(3). Our Financial Position

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

(4). Our lack of Sources of Additional Funding

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

17

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

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

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

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

It isn't applicable.

Item 5. Other Information

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

(1). Engaging in selling furniture.

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

18

Item 6. Exhibits

* Amended!

** Filed previously

19

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.

20