| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| FORM 10-Q |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-210916 |
| Landbay Inc (Exact name of registrant as specified in its charter) |
| New York (State or other jurisdiction of incorporation or organization) |
| 81-1260549 (I.R.S. Employer Identification Number) |
| 3906 Main Street, 207, Flushing, NY11354 (Address of principal executive offices) (Zip Code) |
| 646-508-6285 (Registrant's telephone number, including area code) |
| None (Former name, former address and former fi scal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be fi led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] 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). Yes [ X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ X ] No [ ] On June 30, 2018, the registrant had 9,638,650 shares of Class A common stock outstanding.
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FORM 10-Q TABLE OF CONTENTS |
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This Quarterly Report on Form 10-Q contains forward-looking statements. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless expressly indicated or the context requires otherwise, the terms "Landbay," "company," "we," "us," and "our" in this document refer to Landbay Inc., a New York corporation. FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2018
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BALANCE SHEETS (UNAUDITED) AS OF JUNE 30, 2018
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| June 30, 2018 | March 31, 2018 | |
| Current assets: | ||
| Cash & cash equivalents | $8,417 | $1,496 |
| Short Term Investment | $66,703 | $40,887 |
| Total current assets | $75,120 | $42,383 |
| Other assets: | ||
| Notes Receiveble | $44,000 | $25,000 |
| TOTAL ASSETS | $119,120 | $67,383 |
| Current Liabilities: | ||
| Account payable | - | - |
| Tax payable | - | - |
| Loans payable | - | - |
| Total current liabilities | - | - |
| Stockholder's equity: | ||
| Common Stock: 0.001 Par Value; 999,000,000 Shares authorized; 9,990,000 share issued; 9,638,650 shares outstanding | $9,990 | $9,990 |
| Additional paid-in capital | $89,061 | $67,639 |
| Retained earnings (Deficit) | $20,420 | $(9,895) |
| Less: Treasury Stock, 351,350 | $(351) | $(351) |
| Total stockholder's equity | $119,120 | $67,383 |
| Total liabilities and stockholder's equity | $119,120 | $67,383 |
STATEMENT OF REVENUES AND EXPENSES (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2018 and 2017 |
| April 1, 2018- June 30, 2018 | April 1, 2017- June 30, 2017 | |
| Revenues: | ||
| Realized Gain (loss) from Investment | $39,444 | $10 |
| Trading Commissions | - | $2 |
| Interest and Dividend Income | $1,102 | - |
| Unrealized Gain (lose) from Investment | $(3,388) | $605 |
| Less: (Fee and cpmmission expense) | $(356) | - |
| Net profit(lose) | $36,802 | $617 |
| Expenses: | ||
| Bank Service Charge | $124 | $76 |
| Custodian Fees | $90 | $36 |
| Account Fees | - | $219 |
| Office Supplies | - | - |
| Franchines Tax | - | - |
| Legal & professional | $6,275 | - |
| Total Expenses | $6,489 | $331 |
| Excess of Revenues over Expenses before Taxes | $30,313 | $286 |
| Provision for Taxes | ||
| NY State Tax | - | - |
| NYC Tax | - | - |
| Net income (loss) | $30,313 | $286 |
| - STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2018 |
| Shareholder's equity-April 1, 2018 | $67,383 |
| Add: Net (Lose) for the period from April 01, 2018 to June 30, 2018 | $30,313 |
| Add: Additional paid-in capital from April 01, 2018 to June 30, 2018 | $21,424 |
| Less: (Treasury Stocks) | - |
| Shareholder's equity-June 30, 2018 | $119,120 |
STATEMENT OF CASH FLOWS (UNADITED) FOR THE THREE MONTHS ENDED JUNE 30, 2018 AND 2017 |
| April 1, 2018- June 30, 2018 | April 1, 2017- June 30, 2017 | |
| Cash flows from operating activities: | ||
| Net Income (lose) | $30,313 | $286 |
| Adjustments to reconcile net income to net cash provided by operations activities: | ||
| Depreciation | - | - |
| (Increase)decrease in assets: | ||
| Account receivables | - | - |
| Short term investments | $(25,816) | $(38,376) |
| (Increase)decrease in liabilities: | ||
| Account payables | - | - |
| Net cash provided by (used in) operating activities | $4,497 | $(38,090) |
| Cash flows from investing activities: | ||
| Long term investments | - | - |
| Net cash provided by (used in) investing activities | - | - |
| Cash flows from financing activities: | ||
| Notes Receivable | $(19,000) | - |
| Loans Received (Loans Pay off) | - | $20,000 |
| Capital stock | - | - |
| Additional paid-in (paid-out) capital | $21,424 | $63,680 |
| Treasury Stocks | - | - |
| Net cash provided by (used in) financing activities | $2,424 | $83,680 |
| Net increase (decrease) in cash and cash equivalents | $6,921 | $45,590 |
| Cash and cash equivalent-April 01, 2018 and April 01, 2017 | $1,496 | $12,489 |
| Cash and equivalents-June 30, 2018 and June 30, 2017 | $8,417 | $58,079 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
| Cash paid during the period for: | ||
| Interest expenses | - | - |
| Tax expenses | - | - |
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2018 NOTE 1. ORGANIZATION AND BUSINESS ACTIVITIES Landbay Inc., the Company, incorporated in the State of New York on January 28, 2016, is engaged in the investment activities of the spot gold and silver trading. During in its initial operations, the company opened a trading account in Bullion Vault which the brokerage firm registered in England to start trading activities. Currently the Company only trades in spot silver in the Canadian Markets and trading equity securities in US markets Additionally, as of January 30, 2018 the Company began trading Whisky in United Kingdom's markets. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The company was incorporated on January 28, 2016, and the Company started its operations to trade the spot gold and spot silver on March 26, 2016. Additionally, it started to trade equity securities on March 08, 2017 and Whisky . These accompanying financial statements of the Company is for the period from April 01, 2018, to June 30, 2018. b. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. c. Income Taxes The Company is responsible for paying federal, state and local income tax and, accordingly, provisions are made for income taxes. d. Basis of measurement The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position: (a). All short-term investments including spot gold and spot silver and equity investments are considered Trading Securities (b). Short-term investments at fair value through gains or losses are measured at fair value NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e. Cash and Cash Equivalents The financial statements are presented in US dollar, which is the Company's functional currency. Cash and cash equivalents include cash on hand; cash in banks and brokerage accounts and all highly liquid investments with maturity of three months or less at the time purchase. The Company maintains its cash balance at a financial institution located in New York, a trading account in Bullion Vault which is in England, Charles Schwab and with Alpine Securities, which is a brokerage firm in Salt Lake City, Utah. Cash account at the New York institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At times during the year, the cash balances may exceed the FDIC insurance limits. The following is a schedule of cash and cash equivalents at the year ended on June 30, 2018: Cash in Bank and brokerage accounts $8,417 f. Revenue Recognition The company recognizes capital gains and losses from the spot gold trading, spot silver trading and equity security trading at the time it sells spot gold or silver and investment securities from the trading through brokerage firms. Additionally, it recognizes unrealized gains and losses through adjustments to the fair market value at the end of each period. The change in fair market value is reported on the income statement under "Revenues" - "Unrealized Gain (loss) from investments".
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NOTE 3. EARNINGS PER SHARE Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2018. NOTE 4. SHORT TERM INVESTMENTS The Company considers all investment assets other than marketable securities that can and will be sold within one year to be short term investments. Landbay, Inc. operated a trading account in Bullion Vault to trade the spot gold and spot silver, since those investments in the account can be sold online and can be traded anytime in near future as the Company's primary activity source, the Company treats the Bullion Vault account as short term investments assets. Additionally, Landbay Inc. trades investment securities through it's brokerage account with Alpine Securities, the intent is to also trade these securities within 1 year of it's acquisition date and therefore classified as Short Term Investments. On January 30, 2018 the Company started to engage in Whisky Exchange. As of June 30, 2018, the Short Term Investment holdings were as follows: |
| Bullion Property (kg) | (Kg) | Valuation in $(USD) |
| Toronto Silver | 48,333 | $28,055 |
| Totals: | - | Valuation in $28,055 |
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| Other Investment | Units | Valuation in $(USD) |
| Stocks | Various | $37,855 | Whisky Property (LPA) | 1,120 | $4,198 |
| Totals: | - | $42,053 |
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NOTE 5. STOCKHOLDER'S EQUITY On February 2nd, 2018, the Company made a 2nd reverse 1-for-100 stock split and authorized an additional 989,010,000 of common stocks, therefore; The company has a total authorized 999,000,000 shares of common stocks with a par value of 0.001 per share. There are currently 9,990,000 shares of common stocks issued and 9,638,650 shares of common stocks outstanding as of June 30, 2018. As of June 30, 2018, the Company bought back a total of 351,350 of Treasury Stocks. In the period from April 01, 2018 to June 30, 2018, the Company didn't issue any other stock types other than common stocks, options and warrants; the Company didn't have any sharebased 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. Larison Inc. owns 9,222,350 (approximately 95.86%) the common stock that are outstanding of Landbay 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. As of June 30, 2018 there is $25,000 loans outstanding to Larison Inc. that bears 10% interest. As of June 30, 2018 there is $19,000 loans outstanding to Lansdale Inc. that bears 10% interest. On April 25, 2018 and April 30, 2018 Lansdale Inc. gifted 15,000 and 30,000 shares of SMKC respectively to Landbay Inc.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the financial statements of Landbay Inc., and the related notes included elsewhere in this statement. The historical financial data discussed below reflects the historical results and financial position of Landbay Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-Looking Statement" and "Risk Factors". Actual results may differ materially from those contained in any forward looking statements. Overview Industry Environment Landbay Inc is engaging in trading the spot silver in Canada Market, engaging in investing the equity securities in U.S.A., and engaging in trading whisky in UK market. The business that the Corporation is trading the spot silver was impacted by the international circumstances, and the business was impacted by the market's analysis and market's prediction of the Corporation: (1). US dollar is appreciation; the international political situation is stable; a financial status and the economy status in some countries are good; deflation in some countries happen; the rate of US dollar is fall, demand exceed supply seriously, and so on, the price of silver will going down. This is the opportunity that the Corporation will buy and hold the spot silver. (2). US dollar is depreciation; chaos caused by war; a volatile international political situation; a financial crisis in some countries; inflation in some countries; the rate of US dollar is raising, supply exceed demand seriously, and so on, the price of silver will going up. This is the opportunity that the Corporation will sell its spot silver, and gain profits. (3). We don't consider these to be a known trend or uncertainty that our reasonable expect will have a material impact on the company's liquidity, capital resources or results of operations. The Corporation is engaging in trading securities in US market, the competitions are the price's compitition of the stocks. The follow factors will impact the price of the stocks: (1). The factors of companies will impact price of an individual stocks, the factors include the operating conditions and the financial condition of the company; (2). The economic factors of USA will impact the price of the stocks, the factors include the interest rate level, the exchange rate level, the international incomes and expenses, the real terms, the economic circle, the economic index, the ecominc policies. (3). The political infactors will impact the price of the stocks, the infactors include the political situation, the political accidents, the diplomatic relations and the party in power changed. The Corporation is engaging in trading whisky in UK market. the competitions are the price's compitition of the stocks. The follow factors will impact the price of whisky in UK market: (1). The type and age of the whisky will impact the price of the whisky; (2). The demanment and supplement relationship will impact the price of the whisky; (3). The expenses for custody and insured will impact the price of the whisky.
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We tried to reduce the risk when we were trading the spot silver, whisky and securities: (1). We will always keep enough cash in our trading account to against the risk factors. (2). We won't use a leverage trading, a margin trading or a financial trading. We will always to use the own funds of the Corporation to trade the spot silver, whisky and securities.. (3). We assume that the Risk Factors will happen at any time, but we try to reduce any risks when we are in trading the spot silver, whisky and securities. (4). When the Corporation will become a middle capital company and a big capital company, We will carry on the diversified investment to reduce the risk. Primary Sources of Revenues The primary sources of revenues of the Corporation were trading income and other incomes. Primary Expenses The primary expenses are the trading expenditure, the professional expenditure and the bank fees. Components of Results of Operations Revenue Trading incoming: The primary incomes of the Corporation were trading the spot silver, whisky and securities. Cost of Revenue and Operating Expenses Cost of revenue: The cost of revenue was the trading fees, the custodian's fees and account fees. Professional expenditure: The professional expenses include the auditing fees, accounting fees and the XBRL service fees. Results of Operations The following tables set forth our statements of income data: |
| Ended June 30, 2018 | |
| Revenue | $39,444 |
| Total Expenses | $6,489 |
| Excess of Revenue over Expenses before Taxes | $30,313 |
| NY State Tax | - |
| NYC Tax | - |
| Net income (lose) | $30,313 |
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The following table set forth our statements of income data (as a percentage of revenue): |
Revenue |
| Ended June 30, 2018 | |
| From April 1, 2018 to June 30, 2018 | |
| Revenue: | |
| Gain (lose) from investments | $39,444 |
| Interest and Dibidends | $1,102 |
| Unrealized gain (lose) from investments | $(3,388) |
| Less:(Fee and commission expense) | $(356) |
| Total revenue | $30,313 |
Cost of Revenue |
| Ended June 30, 2018 | |
| From April 1, 2018 to June 30, 2018 | |
| Expenses: | |
| Bank Service Charges | $124 |
| Custodian Fees | $90 |
| Office Supplies | - |
| Legal and Professional | $6,275 |
| Misc. Taxes, Liscenses and Permits | - |
| Total expenses | $6,489 |
| Percentage of revenue | 17.63% |
Provision for income taxes |
| Ended June 30, 2018 | |
| From July 1, 2018 to June 30, 2018 | |
| Provision for income taxes | - |
| Effective tax rate | - |
Full Qauter We discuss the financial condition, changes in financial condition and results of operations of the Corporation since April 1, 2018 to June 30, 2018. Liquidity and Capital Resources Our capital resources were the investment from the capital stock sold, the fund granted and the loan without interest of owner and affiliates, and income from its operations. Our Capital Resources sources were our cash. Cash were $8,417 as of June 30, 2018. ..
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Cash Provided by Operating Activities $66,703 cash was invested in the spot silver trading, the whisky trading and securities trading as of June 30, 2018. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of June 30, 2018. Contractual Obligations The Corporation didn't have any contractual obligations as of June 30, 2018. Obligations or Liabilities The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $0 as of June 30, 2018. Contingencies The Corporation didn't have any contingencies as of June 30, 2018. Material Favorable Impact on Net Revenues or Income The Corporation didn't have any material favorable impact on net revenues or income as of June 30, 2018. Inflation and Other Changes in Prices The inflation and other changes in prices didn't impact the Corporation's net revenues and income from continuing operations. Item 3.Quantitative and Qualitative Disclosures About Market Risk We have disclosured all market risks, including changes to foreign currency exchange rates, interest rates, and inflation. Item 4.Controls and Procedures It isn't applicable! The Corporation didn't have any legal proceedings as of June 30, 2018. There aren't any Risk Factors to be changed. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None! None. 31.1 Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer 32.1 18 U.S.C. Section 1350 Certificte of Chief Executive Officer 32.2 18 U.S.C. Section 1350 Certificte of Chief Financial Officer 101 INS XBRL Instance Document 101 SCH XBRL Taxonomy Extension Schema Document 101 CAL XBRL Taxonomy Extension Calculation Document 101 LAB XBRL Taxonomy Extension Labels Document 101 PRE XBRL Taxonomy Extension Presentation Document 101 DEF XBRL Taxonomy Extension Definition Document * Amended! ** Filed previously Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Registrant: Landbay Inc Signature By, Wanjun Xie Signature By, Wanjun Xie Back to Table of Contents
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