NOTE 5. STOCKHOLDER'S EQUITY The company has authorized 99,900,000,000 shares of common stocks with a par value of 0.0000001 per share. There are currently 92,223,500,000 shares of common stocks outstanding as of March 31, 2017. In the period from April 01, 2016 to March 31, 2017, the Company didn't issue any other stock types other than common stocks, options and warrants; the Company didn't have any share-based compensation, related to employee share-based awards, Tax benefit from sharebased 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. As of March 31, 2017 there is $7,000 loans outstanding to Larison Inc. The Company's president, Mr. Wanjun Xie owns 100% of common stocks issued and outstanding of Larison Inc and is also the president and CEO of that entity. Larison Inc. owns all the common stock that are issued and outstanding of Landbay Inc. It is a short term loan that bears no interest and will be paid back within 12 months. Since this is a short term loan, imputed interest need not be calculated as it is rendered immaterial. Supplementary DataThe Corporation didn't have any item which looks for changes caused by such events as: disposals of business segments; extraordinary, unusual or infrequently occurring items; and matters related to gas and oil. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure We have disclosured the Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 15 Back to Table of Contents Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2017, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of March 31, 2017 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public accounting firm, Ahmed and Associates CPA P.C. , has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K/A. Changes in Internal Control There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period from April 01, 2016 to March 31, 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Item 9B. Other Information On November 21, 2016, Larison Inc made $2,000 loan without interest to Landbay Inc. On March 27, 2017, Larison Inc made $5,000 loan without interest to Landbay Inc. Wanjun Xie is director, president and the 100% owner of Larison Inc, at same time, Wanjun xie is director, president and the about 92.23% benefitary owner of landbay Inc. 16 Back to Table of Contents PART IIIItem 10. Directors, Executive Officers and Corporate Governance Directors, executive officers, promoters and control persons: 1. Directors: Directors: Wanjun Xie, 51 years old. Wanjun Xie is the president, chief executive office, chief financial officer and chief principle officer of Landbay Inc. Wanjun Xie is the sole director and the sole officer of Landbay Inc. Wanjun Xie' term of office as director: None Period as director: (1). From January 28, 2016 (inception) to May 31,2017; (2). From June 1, 2017 to May 31, 2019 Describe briefly any arrangement or understanding between Wanjun Xie and any other person(s) pursuant to which he was or is to be selected as a director or nominee: None 2. Executive Officers: Sole executive officer: Wanjun Xie, 51 years old. Wanjun Xie is the director, president, chief executive office, chief financial officer and chief principle officer of Landbay Inc. Wanjun Xie' term of office as officer: None Period as director: (1). From January 28, 2016 (inception) to May 31,2017; (2). From June 1, 2017 to May 31, 2019 Describe briefly any arrangement or understanding between Wanjun Xie and any other person(s) pursuant to which he was or is to be selected as an officer: None 3. Certain Significant Employees: None 4. State the nature of any family relationship between any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer: None 5. Business Experience of all directors and Officers: Wanjun Xie (1). Title: Sole director and sole officer of Landbay Inc (2). Employers during past five years: Name of employers: China Democracy Party Foundation Title: president Start date of position held: May, 2001 Job responsibilities: charge all affairs. (3). Education: Degrees: bachelor Schools: Beijing Agriculture Engineer University (in China) Date: 09/1987-06/1991 (4). Now, Wanjun Xie will continue to charge all affairs of China Democracy Party Foundation, but they are volunteers to work for China Democracy Party Foundation. Wanjun Xie continues to be employed by China Democracy Party Foundation, but he don't receive salaries from CDPF. All his income came from his self-employed, so Wanjun Xie is self-employed now. Principal Business of China Democracy Party Foundation (CDPF): CDPF is a not-for-profit organization in U.S.A. CDPF is trying to work for democracy, freedom, fairness and justice in China. CDPF is trying to bring the value view and the politic system of U.S.A . to China. CDPF is trying to build a multi-party political system in China in the future. 17 Back to Table of Contents (5). The business experiences of Wanjun Xie during the past five years: (a). Name: China Democracy Party Foundation Inc Principal business: No-for-profit, promoting democracy, freedom and human right in China. Wanjun Xie is president of China Democracy Development Foundation Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (b). Name: China Democracy Development Foundation Inc Principal business: No-for-profit, promoting democracy, freedom and human right in China. Wanjun Xie is president of China Democracy Development Foundation Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (c). Name: American Quickclean Inc Principal business: mail boxes service. Wanjun Xie is a director and manager of American Quickclean Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (d). Name: Lansdale Inc Principal business: holding company Wanjun Xie is a director and president of Lansdale Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (e). Name: Larison Inc Principal business: holding company Wanjun Xie is a director and president of Larison Inc. It is the parent of Landbay Inc. (f). Name: Blueville Inc Principal business: managing service Wanjun Xie is a director and president of Blueville Inc. It is the affiliate of Landbay Inc. (g). Name: Lemont Inc Principal business: Lemont Inc was engaging in trading the spot gold and the spot silver in United Kingdom's market, and engnging in trading the foreign exchange. Wanjun Xie was the director and president of Lemont Inc before July 14, 2017. On July 14, 2017, Lemont Inc had made a merger, and its name had been changed to Smoke Cartel Inc. Wanjun Xie isn't the director and president of Lemont Inc or Smoke Cartel Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (h). Name: Landbay Inc Principal business: engaging in trading the spot gold and the spot silver in Canada's market; engaging in trading stocks in USA market. Wanjun Xie is a director and president of Landbay Inc. It is the registrant. (i). Name: Linton Inc Principal business: engaging in trading the spot gold in Switzerland's market. Wanjun Xie is a director and president of Linton Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (j). Name: Dewriver Inc Principal business: engaging in trading the spot silver in Switzerland's market. Wanjun Xie is a director and president of Dewriver Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. (k). Name: Achison Inc Principal business: engaging in trading the spot gold and the spot silver in Singapore's market. Wanjun Xie is a director and president of Achison Inc. It isn't the parent, subsidiary or affiliate of Landbay Inc. 18 Back to Table of Contents (6). Wanjun Xie's promoters experience with other filers including filers that have and have not become qualified or effective: (a). Name: Lemont Inc CIK: 0001617216 The filer has became qualified. Principal business: Lemont Inc was engaging in trading the spot gold and the spot silver in United Kingdom's market, and engnging in trading the foreign exchange. Wanjun Xie was the director and president of Lemont Inc. (b). Name: Landbay Inc CIK: 0001627572 The filer has become effective. Principal business: engaging in trading the spot gold and the spot silver in Canada's market. Wanjun Xie is a director and president of Landbay Inc. (c). Name: Linton Inc CIK: 0001667790 The filer has not become effective. Principal business: engaging in trading the spot gold in Switzerland's market. Wanjun Xie is a director and president of Linton Inc. (d). Name: Achison Inc CIK: 0001672571 The filer has become effective. Principal business: engaging in trading the spot gold and the spot silver in Singapore's market. Wanjun Xie is a director and president of Achison Inc. (e). Name: Dewriver Inc Dewriver Inc will file a registering statement. Principal business: engaging in trading the spot silver in Switzerland's market. Wanjun Xie is a director and president of Achison Inc. (7). The conflicts of interest with Wanjun Xie managing companies that are engaged in the same business: We had disclosure it on Form S-1/A which was filed on December 06, 2016, and there aren't anything to be changed as of March 31. 2017. (8). The reason that we are setting up several companies in same industry: We had disclosure it on Form S-1/A which was filed on December 06, 2016, and there aren't anything to be changed as of March 31. 2017. (9). Our company will handle the conflicts of interest with Wanjun Xie managing companies that are engaged in the same industry: We had disclosure it on Form S-1/A which was filed on December 06, 2016, and there aren't anything to be changed as of March 31. 2017. (10). Wanjun Xie prior experience in the spot gold and spot silver trading markets: We had disclosure it on Form S-1/A which was filed on December 06, 2016, and there aren't anything to be changed as of March 31. 2017. (11). Wanjun Xie's experience in running a public company: We had disclosure it on Form S-1/A which was filed on December 06, 2016, and there aren't anything to be changed as of March 31. 2017. 19 Back to Table of Contents 6. Directorships during past five years: (a). Name: American Quickclean Inc Wanjun Xie is the director of American Quickclean Inc. The company didn't have a class of securities registered. The company wasn't registered as an investment company. (d). Name: Lansdale Inc Wanjun Xie is the director of Lansdale Inc. The company didn't have a class of securities registered. The company wasn't registered as an investment company. (c). Name: Larison Inc Wanjun Xie is the director of Larison Inc. The company didn't have a class of securities registered. The company wasn't registered as an investment company. (d). Name: Blueville Inc Wanjun Xie is the director of Blueville Inc. The company didn't have a class of securities registered. The company wasn't registered as an investment company. (e). Name: Lemont Inc Wanjun Xie was the director of Lemont Inc. Wanjun Xie was a director in the company with a class of securities registered before July 14, 2017. The company wasn't registered as an investment company. (f). Name: Landbay Inc Wanjun Xie is the director of Landbay Inc. Wanjun Xie was a director in the company with a class of securities registered. The company wasn't registered as an investment company. (g). Name: Linton Inc Wanjun Xie is the director of Linton Inc. Wanjun Xie was a director in the company with a class of securities registered. The company wasn't registered as an investment company. (h). Name: Dewriver Inc Wanjun Xie is the director of Dewriver Inc. The company didn't have a class of securities registered. The company wasn't registered as an investment company. (i). Name: Achison Inc Wanjun Xie is the director of Achison Inc. Wanjun Xie was a director in the company with a class of securities registered. The company wasn't registered as an investment company. 20 Back to Table of Contents 7. Involvement in Certain Legal Proceedings: None 8. Promoters and control persons. Wanjun Xie was promoters and persons of Landbay Inc. Wanjun Xie was the promotor of Landbay Inc, he wasn't involved in any events which was involvement in any legal proceedings during the past five years and that are material to a voting or investment decision. Wanjun Xie was the control person of Landbay Inc, he wasn't involved in any events which was involvement in any legal proceedings during the past five years and that are material to a voting or investment decision. 9. Compliance with section 16(a) of the Exchange Act: (1). Lanfbay Inc was a having a class of equity securities registered. Landbay Inc wasn't a closed-end investment company registered (2). During the fiscal year, there weren't a director, officer, more than 10% beneficial owner who failed to file Form 3 and Form 4 on a timely basis. (3). Forms 5 and amendments furnished to the Corporation with respect to its most recent fiscal year: (a). Larison Inc was more than 10% beneficial owner of Landbay Inc. Because Larison Inc didn't file any Form 4, so Larison Inc didn't need to file Form 5 to the most recent fiscal year of Landbay Inc. (b). Wanjun Xie was the director, officer and more than 10% beneficial owner of Landbay Inc. Because Wanjun xie didn't file any Form 4, so Wanjun Xie didn't need to file Form 5 to the most recent fiscal year of Landbay Inc. 10.Corporate governance (1). There aren't any material changes to the procedures by which security holders may recommend nominees to the Directors' board of the Corporation. (2). The corporation don't meet the requirements of items 407(d)(4) of Regulation S-K. (3). Wanjun Xie is acting the function of the audit committee financial expert of the Corporation. 11.Code of Ethics The code of ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions of the Corporation. (1). Honest and ethical conduct: Duties to clients: (a). Loyalty, Prudence, and Care All members have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. All members must act for the benefit of their clients and place their clients' interests before the Corporation's or their own interests. (b). Fairness All members must be fair and objective with all clients when providing products and service, or engaging in other professional activities. (c). Preservation of Confidentiality Any members must keep information about current, former, and prospective clients confidential unless: The information concerns illegal activities on the part of the client or prospective client, Disclosure is required by law, or The client or prospective client permits disclosure of the information. 21 Back to Table of Contents (2). Honest and ethical conduct: Duties to Corporation (a). Loyalty In matters related to the Corporation, members must act for the benefit of the Corporation and not deprive the Corporation of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to the Corporation. (b). Additional Compensation Arrangements. Any members must not accept gifts, benefits, compensation, or consideration that competes with or might reasonably be expected to create a conflict of interest with their employer's interest unless they obtain written consent from all parties involved. (c). Responsibilities of Supervisors Any members must make reasonable efforts to ensure that anyone subject to their supervision or authority complies with applicable laws, rules, regulations, and the Code and Standards. (3). Honest and ethical conduct: Conflicts of Interest: (a).Disclosure of Conflicts: All members must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. All members must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively. (b). Disclosure of Compensations: All members must disclose to the corporation, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from or paid to others for the recommendation of products or services. (4). Disclosure and the Public Communications: Any members must report to the CEO, CPO and CAO if they find any mistakes in any reports or documents that the corporation files with, or submits to SEC, IRS and New York State, and in any public communications that the corporation made. CEO, CPO and CAO must be full, fair accurate, timely, and understandable disclosure in reports and documents that the corporation files with, or submits to SEC, IRS and New York State, and in any public communications that the corporation made. (5). Compliance with applicable governmental laws, rules and regulations; (a).Knowledge of the Law: Any officers must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, any officers must comply with the more strict law, rule, or regulation. Any members must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations. (b).Misconduct: Any officers must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence. (6). Prompt Internal Reporting of Violations of the Code: Any members must report promptly any violations of the code to the CEO and CPO. 22 Back to Table of Contents Item 11. Executive Compensation 1. Compensation There aren't any compensation awarded to, earned by, or paid to any of the named executive officers or directors required to be reported in last fiscal year. 2. Compensation Committee Interlocks and Insider Participation: The Corporation has no compensation committee or other board committee performing equivalent functions. Wanjun Xie is the sole officer and the sole director of the Corporation. The Corporation didn't have any deliberation for concerning executive officer compensation during the last completed fiscal year. 3. Describe any of relationships that existed during the last completed fiscal year: (1). There isn't any executive officer of the corporation served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Corporation; (2). There isn't an executive officer of the Corporation served as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Corporation; and (3). There isn't an executive officer of the Corporation served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the Corporation. (4). Wanjun Xie is a director of the Corporation, and he also serve as an executive officer of the follow entities: China Democracy Party Foundation Inc; China Democracy Development Foundation Inc; American Quickclean Inc; Lansdale Inc; Larison Inc; Blueville Inc; Linton Inc; Dewriver Inc; Achison Inc. Please see the disclosure in the Transactions with related persons, promoters and certain control persons. 4. Compensation Committee Report: Because the Corporation didn't have the compensation awarded to, earned by, or paid to the named executive officers, so they didn't discuss the compensation awarded to, earned by, or paid to the named executive officers. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 1. The Corporation don't have any securities authorized for issuance under equity compensation plans. 2. Security ownership of certain beneficial owners and management: (1). Security ownership of certain beneficial owners: |