UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended:
OR
For the transition period from _____________ to _____________
Commission
file number:
(Exact name of small business issuer as specified in its charter)
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| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices) (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 |
Securities
registered pursuant to Section 12(g) of the Act:
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
☐
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
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Smaller
reporting company
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Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
aggregate market value of the voting and non-voting shares of the Company’s Common Stock held by non-affiliates based on the last
sale of the Class A Common Stock on September 30, 2024, was $
Number of shares outstanding of each of the issuer’s classes of common stock on August 8, 2025: Class A Common Stock: .
LANDBAY INC
FORM 10-K
TABLE OF CONTENTS
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Unless expressly indicated or the context requires otherwise, the terms “Landbay,” “company,” “we,” “us,” and “our” in this document refer to Landbay Inc, a New York corporation.
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PART I
Item 1. Business.
History and Overview
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former President of the Company (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common stock. As a result, the transaction led to a change of the control and the management team of the Company.
Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.
The Board of the Directors approved to amend the Article of the Company to reduce the Company’s authorized common stock from 999,000,000 shares to 30,000,000 shares on August 15, 2019. On April 29, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $ 0.001 to 100,000,000 shares, and to add 20,000,000 shares of preferred stock with a par value of $ 0.001 (the “Previous Amendment”) . Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight, On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.
On March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”), which was closed on April 23, 2024. 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. The Board of Directors (“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.
For the year ended March 31, 2025, Zhejiang Toumi generated net revenue of $564,781 from the sale of network equipment and providing online data marketing services to customers, achieving a gross profit of $56,611 from its revenue streams.
Our Products
1. Intelligent Data-Driven Marketing Services
Since late of 2024, our primary offering included intelligent data-driven promotion services designed to precisely target the right audience and unlock business growth potential. With the continued global expansion of digital advertising, particularly in China, programmatic advertising—characterized by automation and data-driven decision-making—is rapidly gaining traction. Businesses increasingly demand measurable advertising performance and higher conversion rates.
Amid tightening privacy regulations, the value of compliant first-party data has grown significantly. Activating and refining operations through CDP/DMP platforms and securely integrating with third-party data have become essential. We assist clients in building and revitalizing private traffic ecosystems (e.g., social media, communities, and mobile apps) to achieve data-driven user engagement and conversion. Our end-to-end solution breaks channel silos and enables integration between online and offline touchpoints, as well as public and private domains.
By leveraging our advanced data insight platform and multi-source data integration capabilities, we generate detailed user profiles across dimensions such as industry characteristics, behavioral patterns, and interest preferences. Utilizing programmatic advertising, content marketing across social media, search engines, and native ads, along with operational support, we deploy highly personalized promotional strategies. These ensure maximum relevance and impact, boosting both ad ROI and conversion rates.
2. Customized Technology Development Services
We also provide tailored technology development services that lay a digital foundation to spur business innovation. As businesses across sectors increasingly seek software solutions to enhance operational efficiency, precision management, and customer experience (including CRM, ERP, BI, and vertical SaaS systems), technology becomes the core driver of transformation. We specialize in end-to-end development of custom digital solutions, covering web applications, mobile applications (iOS/Android/Hybrid), and complex business systems. Our services extend to data acquisition, cleaning, storage, computation (using frameworks like Hadoop and Spark), analysis, and visualization—delivered as an integrated platform.
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Sales and Marketing
Our sales and marketing strategies are built around a deep understanding of client pain points and evolving market demands. We adopt a consultative sales approach, collaborating closely with clients to define their goals and tailor solutions accordingly. Our marketing efforts leverage a combination of digital channels, industry events, and partner ecosystems to generate leads and enhance brand recognition. Content marketing, thought leadership, and customer success stories also play key roles in demonstrating our capabilities and building trust.
Competition
We operate in a competitive landscape that includes both traditional digital marketing agencies and emerging data-tech platforms. Our edge lies in our ability to integrate marketing strategy with advanced data technology, delivering measurable outcomes. While many competitors focus either on content or technology, we combine the two with precision targeting, omnichannel execution, and end-to-end optimization. However, the market is dynamic, with rapid innovation and low switching costs, requiring continuous investment in R&D and client relationships.
Government Regulations
We strictly comply with all applicable laws and regulations in China, including those related to data privacy, cybersecurity, and advertising content. As regulatory scrutiny on data usage intensifies, especially under frameworks such as the Personal Information Protection Law (PIPL) and the Cybersecurity Law, we ensure that our data collection and processing practices align with legal requirements. Our systems are designed to prioritize user consent, data encryption, and secure storage, enabling our clients to operate within a compliant ecosystem while maximizing marketing efficiency.
Employees
As of March 31, 2025, the Company has 2 employees other than its President/CEO who devotes approximately 100% of his time to the business of the Company.
Reports to Security Holders
The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001672572.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
As a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services.
Given our current stage of cybersecurity development, we have not experienced any significant cybersecurity incidents to date. However, we recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business operations, result in regulatory fines or litigation costs and negatively impact our reputation among customers and partners.
We are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks.
Despite our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats.
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Item 2. Properties.
The Company owns no real estate. We currently maintain our corporate office at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468. The President of the Company provides the office space at no cost.
Item 3. Legal Proceedings.
The Company presently is not a party to, nor is management aware of, any pending, legal proceedings.
Item 4. Mine Safety Disclosures.
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
There has only been limited trading for the Company’s Common Stock since it began trading on March 24, 2021. There is no assurance that an active trading market will ever develop or, if such a market does develop, that it will continue. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of our shareholders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the marketplace. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
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On September 28, 2020, our class A common stock was approved for quotation on the OTC Markets under the symbol “LNBY”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our class A common stock.
On July 25, 2025, the closing price of our class A common stock reported on the OTC Markets was $0.33 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low closing prices of our class A common stock, as reported on the OTC Markets.
| Year 2023 | Low | High | ||||||
| January 1, 2023 to March 31, 2023 | $ | 0.33 | $ | 0.33 | ||||
| April 1, 2023 to June 30, 2023 | $ | 0.26 | $ | 0.83 | ||||
| July 1, 2023 to September 30, 2023 | $ | 0.52 | $ | 0.84 | ||||
| October 1, 2023 – December 31, 2023 | 0.55 | $ | 0.60 | |||||
| Year 2024 | Low | High | ||||||
| January 1, 2024 to March 31, 2024 | $ | 0.40 | $ | 0.69 | ||||
| April 1, 2024 to June 30, 2024 | $ | 0.25 | $ | 2.60 | ||||
| July 1, 2024 to September 30, 2024 | $ | 0.93 | $ | 2.79 | ||||
| October 1, 2024 – December 31, 2024 | 0.31 | $ | 2.01 | |||||
| Year 2025 | Low | High | ||||||
| January 1, 2025 to March 31, 2025 | $ | 0.47 | $ | 1.72 | ||||
| April 1, 2025 to June 30, 2025 | $ | 0.33 | $ | 0.60 | ||||
| July 1, 2025 to August 7, 2025 | $ |
0.32 |
$ |
0.34 |
||||
Holders
There are approximately 30 holders of the Company’s Class A Common Stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.
Dividends
We have not declared any cash dividends on our Class A Common Stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Securities Authorized under Equity Compensation Plans
We do not have any equity compensation plan.
Common Stock Currently Outstanding
As of August 7, 2025, 30,000,000 shares of Class A common stock were issued and outstanding.
Repurchases of Equity Securities
None.
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Reports to Stockholders
We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC.
Transfer Agent
Colonial Stock Transfer Co, Inc., located at 7840 S. 700 E. Sandy, UT 84070 is the transfer agent for the Company’s common stock.
Additional Information
We are a reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.
Item 6. Selected financial Data.
Not required under Regulation S-K for “smaller reporting companies”.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations and cash flows for the years ended March 31, 2025 and 2024, and financial conditions as of March 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Form 10-K.
Overview
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the former President of the Company (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”) with Northern Ifurniture Inc (the “Buyer”). Pursuant to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of common stock of the Company Purchased Shares, which represented approximately 96% of the Company’s issued and outstanding shares of common stock. As a result, the transaction led to a change of the control and the management team of the Company.
Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.
On March 25, 2024, Northern Ifurniture Inc (the “Seller”) and Chunyang Liu (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”), which was closed on April 23, 2024. 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. The Board of Directors (“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.
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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.
For the year ended March 31, 2025, Zhejiang Toumi generated net revenue of $564,781 from the sale of network equipment and providing online data marketing services to customers, achieving a gross profit of $56,611 from its revenue streams.
Results of Operation for the years ended March 31, 2025 and 2024
During the year ended March 31, 2025, the Company generated sales revenue in the amount of $564,781 from the sale of network equipment and providing online data marketing services to customers through its subsidiary, Zhejiang Toumi, with a total cost of goods sold amounting to $508,170. During the year ended March 31, 2024, the Company generated revenue in the amount of $9,539 for sales of furniture, with a total cost of goods sold amounting to $7,494. The increase in revenue was mainly due to the start of new operations in the online marketing through its new subsidiary.
During the years ended March 31, 2025 and 2024, the Company’s operating expenses were at $106,738 and $43,164, respectively. The increase of operating expenses was due to the increased professional fees. For the years ended March 31, 2025 and 2024, our net loss was $53,100 and $13,137, respectively. The increase in net loss was mainly due to decrease in nonrecurring disposal gain on fixed assets that occurred in 2024, and increase in operating expenses, as compared to 2024.
Equity and Capital Resources
As of March 31, 2025 and 2024, we had an accumulated deficit of $506,151 and $453,051, respectively. As of March 31, 2025, we had cash of $4,701 and a working capital deficiency of $48,450. As of March 31, 2024, we had cash of $8,761 and a working capital deficiency of $97,392. The increase in the working capital deficiency was primarily due to the cash paid for operating expense.
Going Concern Assessment
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.
Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and the President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions included in Note 2 of our financial statements is critical to an understanding of our financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required under Regulation S-K for “smaller reporting companies”.
Item 8. Financial Statements and Supplementary Data
Our audited financial statements are set forth in this Annual Report beginning on page F-3.
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LANDBAY INC
INDEX TO FINANCIAL STATEMENTS
| F- 1 |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Landbay Inc
Hangzhou City, Zhejiang Province, China
Opinion on the Financial Statements
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board of directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition
Revenue recognition is a significant aspect of the financial statements. During our audit for the financial year ended March 31, 2025, we identified several critical audit matters related to revenue recognition, which involved significant judgment in applying the criteria under contractual arrangements.
Our audit procedures in this area, among others, included testing the completeness, accuracy, and occurrence of revenue. These procedures included the following:
|
Ø |
Obtained and reviewed the service agreements to understand the terms and conditions relevant to revenue recognition; | |
|
Ø |
Performed walkthroughs of sales transactions to evaluate the working flow of the key business cycles; | |
|
Ø |
Obtained and assessed the reasonableness of management’s revenue recognition memo, including the analysis of principal-versus-agent considerations and related conclusions; | |
|
Ø |
Tested the mathematical accuracy of management’s revenue calculations and the appropriateness of the timing of revenue recognized in the financial statements. | |
|
Ø |
Performed cut-off testing of revenue transactions occurring before and after the balance sheet date to ensure proper period recognition. | |
|
Ø |
Tested the occurrence and accuracy of revenue through confirmation procedures with customers. |
/s/
We have served as the Company’s auditor since 2022.
August 8, 2025
| F- 2 |
LANDBAY INC
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND 2024
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ |
|
$ |
|
||||
| Loans Receivable |
|
|||||||
| Other receivable |
|
|||||||
| Total Current Assets |
|
|
||||||
| TOTAL ASSETS | $ |
|
$ |
|
||||
| LIABILITIES AND STOCKHOLDERS’ DEFICT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Shareholder loans | $ |
|
$ |
|
||||
| Income tax payable |
|
|||||||
| Other payable |
|
|||||||
| Total Current Liabilities |
|
|
||||||
| TOTAL LIABILITIES | $ |
|
$ |
|
||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock ($ par value, shares authorized, shares issued and outstanding) | ||||||||
| Class A common stock ($ par value, shares authorized, shares issued and outstanding) |
|
|
||||||
| Additional paid in capital |
|
|
||||||
| Accumulated deficit |
(
|
) |
(
|
) | ||||
| Accumulated other comprehensive loss |
(
|
) | ||||||
| Total Stockholders’ Deficit |
(
|
) |
(
|
) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICT | $ |
|
$ |
|
||||
The accompanying notes are part of these financial statements
| F- 3 |
LANDBAY INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the years ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues: | ||||||||
| Revenue – sales | $ |
|
$ |
|
||||
| Cost of goods sold |
(
|
) |
(
|
) | ||||
| Gross profit |
|
|
||||||
| Operating expenses | ||||||||
| General and administrative expenses |
|
|
||||||
| Total operating expenses |
|
|
||||||
| Loss from operations |
(
|
) |
(
|
) | ||||
| Other income (expense) | ||||||||
| Gain on disposal of fixed assets |
|
|||||||
| Other income (expense) |
|
(
|
) | |||||
| Total other income, net |
|
|
||||||
| Net loss before income tax |
(
|
) |
(
|
) | ||||
| Income tax expense |
|
|||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation loss |
(
|
) | ||||||
| Total other comprehensive loss |
(
|
) | ||||||
| Comprehensive loss | $ |
(
|
) | $ |
(
|
) | ||
| Loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
The accompanying notes are part of these financial statements.
| F- 4 |
LANDBAY INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICT
| Class A Common Stock |
Additional Paid-in |
Accumulated | Accumulated Other Comprehensive | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Total | |||||||||||||||||||
| Balance, March 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ | $ |
(
|
) | ||||||||||||
| Loan forgiveness by related parties | — |
|
|
|||||||||||||||||||||
| Other comprehensive loss | — |
(
|
) |
(
|
) | |||||||||||||||||||
| Net loss | — |
(
|
) |
(
|
) | |||||||||||||||||||
| Balance, March 31, 2025 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||
|
Class A
Common Stock |
Additional
Paid-in |
Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances, March 31, 2023 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
| Net loss | - |
(
|
) |
(
|
) | |||||||||||||||
| Balances, March 31, 2024 |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | |||||||||
The accompanying notes are part of these financial statements.
| F- 5 |
LANDBAY INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Disposal gain on fixed assets |
(
|
) | ||||||
| Changes in assets and liabilities: | ||||||||
| Inventories |
|
|||||||
| Other receivable |
(
|
) | ||||||
| Income tax payable |
|
|||||||
| Other payable |
(
|
) |
|
|||||
| Net cash used in operating activities |
(
|
) |
(
|
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Loan to third parties |
(
|
) | ||||||
| Net cash used in investing activities |
(
|
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds of loan from shareholder |
|
|
||||||
| Repayment to previous shareholder |
(
|
) | ||||||
| Net cash provided by financing activities |
|
|
||||||
| Effect of exchange rate on cash |
(
|
) | ||||||
| Net increase (decrease) in Cash |
(
|
) |
|
|||||
| Cash at beginning of the year: |
|
|
||||||
| Cash at end of the year: | $ |
|
$ |
|
||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ |
|
$ |
|
||||
| Noncash investing and financing activities | ||||||||
| The price of disposal for fixed assets offset by related party loan | $ | $ |
|
|||||
| Loan forgiveness by related parties | $ |
|
$ |
|
||||
The accompanying notes are part of these financial statements
| F- 6 |
LANDBAY INC
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Landbay Inc was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.
On
July 24, 2019, Larison Inc,
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 Stock
Purchase Agreement (the “SPA”), which was closed on April 23, 2024. Pursuant to the SPA, among other provisions, the Seller
agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of
shares of Class A Common
Stock of the Company held in the name of the Seller (the “Purchased Shares”). The Purchased Shares represented approximately
On 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.
For
the year ended March 31, 2025, Zhejiang Toumi generated net revenue of $
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles used in the United States of America. The financial statements are presented in US dollar.
| F- 7 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. Significant areas requiring the use of estimates are assessing the allowance of doubtful account, inventory write-down, impairment of long-lived assets and recoverability of deferred tax assets. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results may vary from those estimates and assumptions.
Fair Value Hierarchy
The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:
Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.
Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).
Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash, other receivable, other payable and shareholder loans approximate fair value because of the short-term nature of these items.
Cash
Cash
and cash equivalents include cash on hand, cash in banks and highly liquid investments with maturities of three months or less at the
date of origination. The Company maintains its cash balance at a financial institution located in People’s Republic of China (“PRC”).
Cash account at the PRC financial institution is insured by the PRC up to RMB
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.
| F- 8 |
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
The following customers accounted for 10% or more of our revenue for the years ended March 31, 2025 and 2024:
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|||||||
| Customer A |
|
% | ||||||
| Customer B |
|
% | ||||||
| Customer C |
|
% | ||||||
| Customer D |
|
% | ||||||
| Customer E |
|
% | ||||||
| Customer F |
|
% | ||||||
| Customer G |
|
% | ||||||
| Customer H |
|
% | ||||||
| Customer I |
|
% | ||||||
| Customer J |
|
% | ||||||
| Customer K |
|
% | ||||||
| Customer L |
|
% | ||||||
| Total |
|
% |
|
% | ||||
The following suppliers accounted for 10% or more of our purchases for the years ended March 31, 2025 and 2024:
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|||||||
| Supplier A |
|
% | ||||||
| Supplier B |
|
% | ||||||
| Supplier C |
|
% | ||||||
| Supplier D |
|
% | ||||||
| Supplier F |
|
% | ||||||
| Total |
|
% | ||||||
Income taxes
The Company accounts for income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) codified within Accounting Standards Codification (“ASC”) Topic No. 740-10, Income Taxes. Deferred income taxes are recognized for the temporary differences between the tax basis of assets and liabilities and their financial reporting amounts. The Company assesses, on an annual basis, the realizability of its deferred tax assets. A valuation allowance for deferred tax assets is established if, based upon available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized.
| F- 9 |
Segment Reporting
The
Company adopted ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”) on Aprill
1, 2024 retrospectively, which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses. The Company reports segment information based on the “management” approach. The management
approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s
reportable segments. During the years ended March 31, 2025 and 2024, the Company had one single segment based on management structure
located in Hangzhou, PRC. Because substantially all of the Company’s revenues are derived from the PRC, the Company does not distinguish
between markets for the purpose of internal reporting, and therefore, geographical segments are not presented. The measure of segment
assets is reported on the consolidated balance sheets as total consolidated assets. Since the Company operates in one segment, segment
revenue, profit or loss required by “Segment Reporting” is disclosed in the consolidated statements of operations and other
comprehensive income (loss). The Company determines that cost of goods sold (“COGS”) are the significant segment cost. COGS
for the years ended March 31, 2025 and 2024 were $
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share . Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of March 31, 2025 and 2024, thus, anti-dilution issues are not applicable.
Accounting Standards Issued but Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance is effective for fiscal years beginning after December 15, 2024. The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements.
There were also other updates recently issued and the management does not believe that other than disclosed above, accounting pronouncements the recently issued but not yet adopted will have a material impact on its financial position results of operations or cash flows.
NOTE 3 – GOING CONCERN ASSESSMENT
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern. These adverse conditions are negative financial trends, operating losses, accumulated deficit and other adverse key financial ratios.
| F- 10 |
Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the related parties of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
NOTE 4 – LOANS RECEIVABLE
On
March 14, 2025, the Company entered into an agreement with a third-party individual, pursuant to which it advanced $
During
the year ended March 31, 2025, the Company also advanced $
NOTE 5 - STOCKHOLDER’S EQUITY
On April 29, 2021, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $ to shares, and to add shares of preferred stock with a par value of $ (the “Previous Amendment”) . Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight, On March 21, 2024, pursuant to approval of the Company’s Board of Directors and of a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.
On February 20, 2025, the Company amended its article with New York State to increase the authorized Class A common shares with a par value of $ to shares and added shares of preferred stock with a par value of $ . As of March 31, 2025, the Company has a total of shares of Class A common stocks issued and outstanding and preferred share has been issued.
The Company did not issue any other stock types other than Class A common stocks and; the Company did not have any share-based compensation, related to employee share-based awards, tax benefit from share-based award activities.
NOTE 6 - 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.
| F- 11 |
During
the years ended March 31, 2025 and 2024, the Company borrowed additional loans in the amounts of $
During
the year ended March 31, 2025, the Company borrowed loan in the aggregated amount of $
NOTE 7 – INCOME TAXES
For
the years ended March 31, 2025 and 2024, the 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 year ended March 31, 2025 and 2024 is as follows:
|
Year ended March 31, 2025 |
Year ended March 31, 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 8 – SUBSEQUENT EVENTS
O n 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.
| F- 12 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that there were material weaknesses in our internal controls over financial reporting as of March 31, 2025 and they were therefore not as effective as they could be to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weaknesses in our controls and procedures were lack of US GAAP knowledge and segregation duties. Management does not believe that any of these material weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended March 31, 2025. We believe that internal controls over financial reporting as set forth above shows material weaknesses and are not effective. We have identified material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
| 10 |
Subsequent to the end of the period covered by this report, and in light of the weakness described above, management is in the process of designing and implementing improvements in its internal control over financial reporting and we currently plan tom hire an independent third-party consultant to assist in identifying and determining the appropriate accounting procedures and controls to implement.
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.
The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:
| Name | Age | Position | Year Commenced | |||
| Chunyang Liu | 50 | President, CEO and Chairman | 2024 | |||
| Lidong Wang | 34 | CFO and Director | 2024 | |||
| Wenfang Lu | 31 | Secretary and Director | 2024 |
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the board of directors following the annual meeting of stockholders and until their successors have been elected and qualified.
Chunyang Liu , born in 1975, graduated with a Bachelor’s degree in International Economics and Trade from Nankai University. He served as the legal representative of Dongyang City Yunda Express Co., Ltd. from 2002 to 2024, the legal representative of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2014 to 2024, and the legal representative of Zhejiang Xinsheng New Media Group Co., Ltd. from 2023 to 2024. With a diverse background spanning the logistics, liquor, supply chain technology services, and network technology industries, Liu has accumulated extensive experience in industry operations, digital technologies, resource integration, and investment. Leveraging his solid industrial foundation and forward-thinking approach, he is actively involved in building Xinsheng Media Group. The group is dedicated to staying at the forefront of AI development, particularly in the livestream e-commerce sector. Its vision is to serve as a talent incubator within the industry and reshape its development trajectory.
Lidong Wang , born in 1991, graduated from Zhejiang Water Conservancy and Hydropower College in 2013 with an associate degree. Over the course of his career, he served as President of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2020 to 2022, acted as the legal representative of Hangzhou Increment Speed Build Technology Co., Ltd. from 2022 to 2023, and held the position of President at Zhejiang Xinsheng New Media Group Co., Ltd. from 2023 to 2024. With more than 10 years of experience in investment, financing, and fund management, he has worked in both state-owned enterprises and unicorn companies. Mr. Wang excels in market development, industry analysis, and business negotiation. He is skilled at integrating comprehensive financial resources across various industries and has built extensive social connections and resources in government, banking, private equity funds, and enterprises. His exceptional business acumen has consistently earned recognition from clients and industry peers.
| 11 |
Wenfang Lu , born in 1994, graduated with a Bachelor’s degree from Jiangxi Business College in 2017. With nearly a decade of experience in the livestream e-commerce industry, Mr. Lu has focused on areas such as supply chain management, the digital economy, and artificial intelligence. He has successfully integrated livestream e-commerce into a comprehensive chain system incorporating supply chain management and digitization. This has provided him with a solid foundation of practical experience and theoretical knowledge, facilitating the deep integration of livestream e-commerce and the AI industry. In the face of the rapidly evolving industry landscape, Mr. Lu has demonstrated strong adaptability and accumulated extensive experience in team management. From 2017 to 2019, Mr. Lu operated a personal chain store. Following this, he served as the Market Director at Yunda Express from 2019 to 2020, Vice President of Qingke Cloud Network Technology from 2020 to 2021, and General Manager of Dipingbang Supply Chain from 2022 to 2023. Since 2023, Mr. Lu has been Vice President at Zhejiang Xinsheng New Media Group Co., Ltd.
Term of office
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
Involvement in Certain Legal Proceedings
Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; | |
| ● | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| ● | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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| ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
The Board consists of three members, none of whom meet the independence requirements of the Nasdaq Stock Market as currently in effect.
Committees and Terms
The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
Code of Ethics
To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our board of directors.
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Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Chunyang Liu, Lidong Wang and Wenfang Lu, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
Item 11. Executive Compensation
During the years ended March 31, 2025, 2024 and 2023, no salaries were paid to any officers or directors.
Executive compensation during the years ended March 31, 2025, 2024 and 2023, were as follows:
Summary Compensation Table
|
Name and
Principal Position |
Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||
| Xiaowei Jin | 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Former CEO/CFO/Director (1) | 2024 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Chunyang Liu CEO/Director (2) | 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Lidong Wang CFO/Director (3) | 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Wengfang Lu Secretary/Director (4) | 2025 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
(1). Ms. Xiaowei Jin resigned as CEO and CFO of the Company on April 23, 2024, and resigned as a director of the Company on May 4, 2024.
(2). Mr. Chunyang Liu was appointed as CEO of the Company on April 23, 2024, and appointed as a director of the Company on May 4, 2024.
(3). Mr. Lidong Wang was appointed as CFO of the Company on April 23, 2024, and appointed as a director of the Company on May 4, 2024.
(4). Mr. Wenfang Lu was appointed as Secretary of the Company on April 23, 2024, and appointed as a director of the Company on May 4, 2024.
Director Compensation
We do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
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Employment Agreements
The Company has not entered into employment agreements with any of its employees or officers as of March 31, 2025.
Stock Option Plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may adopt an incentive and non-statutory stock option plan in the future.
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
Item 12. Security ownership of certain beneficial owners and management
The following table sets forth, as of July 31, 2025, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Common stock beneficially owned and percentage ownership was based on 30,000,000 shares outstanding on July 31, 2025.
| Title of Class | Name and Address Of Beneficial Owner | Position | Amount and Nature Of Beneficial Ownership | Percent Of Class (1) | ||||||||
| Class A Common Stock |
Chunyang Liu
Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China |
President, CEO and Chairman | 29,383,700 | 97.9 | % | |||||||
| Class A Common Stock |
Lidong Wang
Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China |
CFO and Director | 0 | 0 | % | |||||||
| Class A Common Stock |
Wenfang Lu
Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China |
Secretary and Director | 0 | 0 | % | |||||||
| Class A Common Stock |
All Officers and Directors
As a Group (3 persons) |
29,383,700 | 97.9 | % | ||||||||
(1) Based upon 30,000,000 shares outstanding as of July 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company has been provided office space by its former President at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
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During the years ended March 31, 2025 and 2024, the Company borrowed additional loans in the amounts of $86 and $32,731 from the former President of the Company and Northern Ifurniture Inc. (“Ifurniture”), an entity under the common control of the former President, respectively. On March 29, 2024, the Company entered into an asset disposal and loan conversion agreement (the “ADLC Agreement”) with the former President of the Company. Pursuant to the ADLC Agreement, the Company settled loan of $28,000 owed to the former President with a vehicle owned by the Company. The vehicle has been fully depreciated, and the transaction resulted in a disposal gain of $28,000. During the year ended March 31, 2025, 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 in cash. As of March 31, 2025 and 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 year ended March 31, 2025, the Company borrowed loan in the aggregated amount of $101,437 from Chunyang Liu, President and CEO of the Company, for working capital purpose. As of March 31, 2025, total amount owed to President and CEO of the Company was $101,437. The loan is unsecured, non-interest-bearing and due on demand.
Item 14. Principal Accounting Fees and Services
During the years ended March 31, 2025 and 2024, Simon & Edward, LLP , the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the year ended March 31, 2025, as contained in this Report, are estimated and included for the fiscal year ended March 31, 2025.
|
Years ended March 31, |
||||||||
| 2025 | 2024 | |||||||
| Audit Fees - Simon & Edward, LLP | $ | 22,500 | $ | 13,535 | ||||
| Audit-Related Fees | $ | — | $ | — | ||||
| Tax Fee | $ | 4,500 | $ | 1,000 | ||||
| Total Fees | $ | 27,000 | $ | 14,535 | ||||
Pre-Approval Policy
Our Board as a whole pre-approves all services provided by Simon & Edward, LLP . For any non-audit or non-audit related services, the Board must conclude that such services are compatible with Simon & Edward, LLP independence as our auditors.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016. |
| ** | Filed herewith |
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SIGNATURES
In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 8 th day of August, 2025.
| LANDBAY INC | ||
| By: | /s/ Chunyang Liu | |
| Chunyang Liu, Chief Executive Officer | ||
| Name | Position | Date | ||
| /s/ Chunyang Liu | Chief Executive Officer, President and Chairperson of the Board of Directors | August 8, 2025 | ||
| Chunyang Liu | (Principal Executive Officer) | |||
| /s/ Lidong Wang | Chief Financial Officer and Director | August 8, 2025 | ||
| Lidong Wang | (Principal Financial and Accounting Officer) | |||
| /s/ Wenfang Lu | Secretary and Director | August 8, 2025 | ||
| Wenfang Lu |
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EXHIBIT INDEX
| * | Incorporated by reference to the Company’s Registration Statement on Form S-1 as filed with the SEC on April 25, 2016. |
| ** | Filed herewith |
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