CORRESP for the Correct SEC letter on November 17, 2016 of the Registration Satement on Form S-1 LANDBAY INC CIK: 0001672572 3906 Main Street, 207 Flushing, NY11354November 18, 2016VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street, N.E. Washington, DC 20549 Attention: Michael Killoy David Link John Reynolds Brain McAllister Rufus Decker Re: Landbay Inc Registration Statement on Form S-1 Filed November 7, 2016 File No. 333-210916 The follow contents are in response to the Correct SEC letter on November 17, 2016 for the Registration Satement on Form S-1/A: Independent Accountants' Audit Report 1. Your auditors indicate that their audit was conducted in accordance with accounting standards generally accepted in the United States of America, rather than standards of the Public Company Accounting Oversight Board (United States). In your next amendment, please have your auditor revise their audit report to comply with PCAOB AS 3101: Reports on Audited Financial Statements. Please also revise the report so that it references the period from January 28, 2016 (inception) to March 31, 2016, rather than the year ended March 31, 2016. Please see the amended contents of Exhibits 7 in Form S-1/A on November 18, 2016. Please see the amended contents in page 16 of the Financial Statement in Form S-1/A on November 18, 2016. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 22 2. You appear to have recently changed auditors. In your next amendment, please provide the disclosures required by Item 304 of Regulation S-K. Please see the amended contents in page 22 of the Changes in Internal Controls over Financial Reporting and Statement in Form S-1/A on November 18, 2016. Please see the contents of Exhibits 16 in Form S-1/A on November 18, 2016. Exhibit 23 3. Please ask your auditors to revise their consent to include the wording that is missing from the second sentence. Please see the amended contents of Exhibits 23 in Form S-1/A on November 18, 2016. Wanjun Xie Wanjun Xie President Landbay Inc Date: November 18, 2016 |