| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| FORM 10-K |
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: March 31, 2019 [ ] 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) |
Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Name of each exchange on which registered |
| Class A Common Share | None |
Securities registered pursuant to section 12(g) of the Act: |
| It isn't applable! (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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, 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 Act). Yes [ ] No [X] The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of March 31, 2019, the last business day of the registrant's most recently completed first fiscal quarter, was $3,728 based upon the IPO price. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 [ ] No [X] As of March 31, 2019, the registrant had 9,638,650 shares of Class A common stock outstanding. A prospectus for issuing the class A common shares of the registrant was filed to Securities & exchange Commissions by Form S-1/A on December 23, 2016.
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FORM 10-K TABLE OF CONTENTS |
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This Annual Report on Form 10-K contains forward-looking statements. All statements contained in this Annual Report on Form 10-K 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 I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K. 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. The Corporation is engaging in trading the spot silver in Canada's Markets, trading whisky in Uk market and trading securities in US market (less than 40 of its assets , or less than 100 shareholders). We have disclosured the businesses for trading the spot silver in Canada's Market, trading whisky in UK market, and trading securities in US markets. We have disclosured the risk factors which the Corporation is engaging in trading the spot silver in Canada's Market, trading securities in US Market, and trading whisky: in Uk amrket. Item 1B. Unresolved Staff Comments None We have disclosed the Properties of the Corporation. None Item 4. Mine Safety Disclosures It isn't applicable. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 1. Market for Registrant's Common Equity and Related Stockholder Matters: (1). There isn't an established public trading market for class A common shares of the Corporation. (2). Because we are small company, so we are very difficult to find a market maker who like to help the Corporation to file 211 process in FINRA, so there is an absence of an established public trading market. (3). On December 23, 2016, the class A common shares of the Corporation are registered in SEC by Form S-1/A, and price of per share was $0.0000001 in its IPO. After the corporation had made two times 1-for-100 reverse split, As of March 31, 2019, the price of per share was $0.001. (4). The class A common shares of the Corporation are registered by Form S-1, As of March 31, 2019, there is no established United States public trading market. The amount of class A common shares was 99,900,000,000 class A common shares. As of March 31, 2019, 99,900,000 class A common shares authorized, 9,990,000 class A common shares issued, 9,638,650 class A common shares outstanding. (5). As of March 31, 2019, the approximate number of holders of class A common shares of the registrant are 29. (6). The class A common shares of the Corporation are registered by Form S-1, Larison Inc own directly 95.68% class A common shares of the Corporation. Wanjun Xie is the beneficial owner, and he own indirectly 95.68% class A common shares of the Corporation. Wanjun Xie is the director and the officer of Larison Inc, at same time, Wanjun Xie is the director and the officer of the Corporation. (7). There aren't any cash dividends declared on each class of its common equity by the registrant for the two most recent fiscal years, any subsequent interim period and in the foreseeable future. (8). There aren't the securities authorized for issuance under equity compensation plans. 2. There aren't any unregistered securities of the Corporation to be issued.
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3. Use of proceeds from registered securities (1). The effective date was December 23, 2017; the Commission file number was 333-210916. (2). The offering date was December 24, 2017. (3). The offering has terminated. It wasn't terminated before the sale of all securities registered. (4). The securities registered are Class A common shares. (5). Class A common share which were provided for the account of the issuer: the amount registered and sold was 99,900,000,000 shares; the aggregate price of the offering amount registered was $0.0000001. There weren't securities to be provided for the account(s) of any selling security holder. (6). From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of expenses incurred for the issuer's account in connection with the issuance and distribution of the securities registered for underwriting discounts and commissions: Finders' fees was $0; expenses paid to or for underwriters was $0; other expenses was $0; total expenses was$0 (7). Direct or indirect payments to directors, officers, general partners of the issuer or their associates was $0; to persons owning ten (10) percent or more of any class of equity securities of the issuer was $0; and to affiliates of the issuer was $0. (8). Direct or indirect payments to others was $0. (9). The net offering proceeds to the issuer after deducting the total expenses was $9,990. (10). From the effective date of the Securities Act registration statement to the ending date of the reporting period, the amount of net offering proceeds to the issuer used for construction of plant, building and facilities; purchase and installation of machinery and equipment was $0; purchases of real estate was $0; acquisition of other business(es) was $0; repayment of indebtedness was $0; working capital was $9,990; temporary investments was $0; and any other purposes for which at least five (5) percent of the issuer's total offering proceeds or $100,000 has been used was $0. (11). There weren't any payment to be direct or indirect payments to directors, officers, general partners of the issuer or their associates; to persons owning ten (10) percent or more of any class of equity securities of the issuer; and to affiliates of the issuer. (12). There weren't any payment to be direct or indirect payments to others. (13). There weren't the use of proceeds of this Item represents a material change in the use of proceeds described in the prospectus. Item 6. Selected Financial Data The Corporation is a small reporting company. A small reporting company isn't required to report this item. Item 7. 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, at same time, Landbay Inc is engaging in holding or trading in securities in US market, but owns or proposes to acquire investment securities have a value less than 40% of the valued of the total assets of Achison Inc on an unconsolidated basis. The Corporation is trading and holding whisky in UK market. 1. 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. 2. The business that the Corporation is trading some securities was impacted by the domecstic circumstances, and the business was impacted by the market's analysis and market's prediction of the Corporation: The corporation purchase or will purchase the securities in open markets., at same time, the corporation purchase or will purchase the securities of affiliates. 3. The business that the Corporation is trading whisky was impacted by the branck, kind and ages of whisky, and the business was impacted by the market's analysis and market's prediction of the Corporation.
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Reduce Risk: 1. We tried to reduce the risk when we were trading the spot silver: (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. (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. The Corporation will carry on the diversified management to avoid the risk that silver will lose their financial features, and become the plain metals. 2. We tried to reduce the risk when we are holding and trading 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 and hold 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 securities. 2. We tried to reduce the risk when we are holding and trading whisky: (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 and hold whisky. (3). We assume that the Risk Factors will happen at any time, but we try to reduce any risks when we are in trading securities. 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 the office expenditure and the bank fees. Components of Results of Operations Revenue Trading income: The primary incomes of the Corporation were tradingthe spot silver, securities and whisky. Cost of Revenue and Operating Expenses Cost of revenue: The cost of revenue was the trading fees, the custodian's fees, the bank fees, the offcies supplies and the professional fees. Results of Operations The following tables set forth our condensed statements of income data: |
| Ended March 31, 2019 | |
| Revenue | $42,130 |
| Total Expenses | $40,591 |
| Excess of Revenue over Expenses before Taxes | $1,539 |
| Federal Tax | $231 |
| NY State Tax | $100 |
| NYC Tax | $136 |
| Net income (lose) | $1,072 |
The following table set forth our condensed statements of income data (as a percentage of revenue): |
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Revenue |
| Ended March 31, 2019 | |
| From April 1, 2018 to March 1, 2019 | |
| Revenue: | |
| Gain (lose) from Investments | $4,256 |
| Trading Commissions | - |
| Interest Income | $1,351 |
| Unrealized Gain (lose) from Investments | $(20,204) |
| Less: (Fees and commission expense) | $(206) |
| Total Revenue | $(14,857) |
Cost of Revenue |
| Ended March 31, 2019 | |
| From April 1, 2018 to March 31, 2019 | |
| Expenses: | |
| Advertising | $600 |
| Bank Service Charges | $50 |
| Custodian Fees | - |
| Legal & Professional | $5,054 |
| Office Supplies | $50 |
| Taxes, Licenses and Fees | - |
| Total Revenue | $5,779 |
| Percentage of Revenue | - |
Provision for income taxes |
| Ended March 31, 2019 | |
| From April 1, 2018 to March 31, 2019 | |
| Provision for Income Taxes | - |
| Federal Taxes | $(1,626) |
| NYS Taxes | $(2,214) |
| NYC Taxes | $(3,753) |
| Effective Tax Rate | $(13,043) |
Full Fiscal Years The Corporation was registered in New York State on January 28, 2016, the last fiscal years from April 1, 2018 to March 31, 2019. We can discuss the financial condition, changes in financial condition and results of operations of the Corporation since April 1, 2018 to March 31, 2019. Liquidity and Capital Resources Our capital resources were the investment from the owner and affiliates, the loan without interest from affiliates, the granted fund from affiliates and income from its operations. Our Capital Resources sources were our cash. Cash were $9,085 as of March 31, 2019 ..
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Cash Provided by Operating Activities $35,218 cash was invested in the spot silver, whisky and securities trading as of March 31, 2019. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of March 31, 2019. Contractual Obligations The Corporation didn't have any contractual obligations as of March 31, 2019. Obligations or Liabilities The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $12,228 as of March 31, 2019. Contingencies The Corporation didn't have any contingencies as of March 31, 2019. Material Favorable Impact on Net Revenues or Income The Corporation didn't have any material favorable impact on net revenues or income as of March 31, 2019. 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 7A. Quantitative and Qualitative Disclosures About Market Risk As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. The Corporation shall provide, in the registrant statement, quantitative information about market risk as of the end of March 31, 2019, and the period was from April 1, 2018 to March 31, 2019. Interest Rate Risk Our have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term and long-term investments, short-term and long-term restricted cash and investments, and indebtedness. As of March 31, 2019, our cash and cash equivalents were $9,085, short-term investments were $35,218, long-term investments were $0, short-term restricted cash and investments were $0, long-term restricted cash and investments were $0, and indebtedness were $12,228. All these investments are denominated in U.S. dollars. The changes in interest rates don't impact the earnings of the Corporation. A hypothetical decrease in long-term interest rates to zero basis points would not impact annual pre-tax earnings as of March 31, 2019, assuming no change in the amount or composition of our cash and cash equivalents, short-term and long-term investments and short-term and long-term restricted cash and investments. As of March 31, 2019, we had $0 in outstanding debt. A hypothetical 100 basis point increase in long-term interest rates would not impact annual pre-tax earnings as of March 31, 20189 , assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity. Foreign Currency Exchange Rate Risk 1. Market Risk for Trading Purpose The Corporation is using US dollars to trade the spot silver, securities and whisky, so the Corporation isn't subject to foreign currency exchange rate risk. 2. Market Risk for Other than Trading Purpose The Corporation is using US dollars to trade the spot silver, whisky and securities, so the Corporation isn't subject to foreign currency exchange rate risk. 3. Credit Risk We are exposed to credit risk in our operations in the event of a brokerages default. We limit our exposure to credit risk by rigorously selecting the brokerages with which we make our trading. An ongoing review is performed to evaluate changes in the status of brokerages. In addition to the intrinsic credit worthiness of brokerages. For a summary of the risks associated with this investment activity and how these risks are mitigated, see "Risk Factors" in the registrant report. Impact of Inflation We have not been adversely affected by inflation when we are trading the spot gold, the spot silver and securities. In the event of inflation, we believe that we will be able to pass on any price increases to our business, as the prices that we charge are not governed by long-term contracts.
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Item 8. Financial Statements and Supplementary Data FINANCIAL STATEMENTS (AUDITED) March 31, 2019
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35 Aberdeen Road, New Hyde Park, NY11040 P: 516-713-9979 F: 516-706-1376 E: riz@ahmedassociatescpa.com Member To the Board of Directors and Shareholder(s) of I have audited the accompanying balance sheet of Landbay Inc. as of March 31, 2019 and March 31, 2018, and the related statement of income, and cash flows for the fiscal years then ended, and the related notes to the financial statements. The Company's management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. My responsibility is to express an opinion on these financial statements based on my audit. I conducted the audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements to design audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. I believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion. In my opinion, the financial statements referred to previously present fairly, in all material respects, the financial position of Landbay Inc. as of March 31, 2019 and March 31, 2018, and the results of its operations and its cash flows for the fiscal years then ended in conformity with accounting principles generally accepted in the United States of America. Ahmed Associates CPA P.C New Hyde Park, NY July 9, 2019
CONSOLIDATED BALANCE SHEETS (AUDITED) AS OF MARCH 31, 2019 and MARCH 31, 2018
|
| March 31, 2019 | Mar 31, 2018 | |
| Current assets: | ||
| Cash & cash equivalents | $9,085 | $1,496 |
| Short Term Investment | $35,218 | $40,887 |
| Deferred Tax Assets | $11,761 | - |
| Total current assets | $56,064 | $42,383 |
| Other Assets | ||
| Notes Receivable | $46,000 | $25,000 |
| Total Other Assets | $46,000 | - |
| TOTAL ASSETS | $102,064 | $67,383 |
| Current Liabilities: | ||
| Account payable | - | - |
| Tax payable | $12,228 | - |
| Loans Payable | - | - |
| Total current liabilities | $12,228 | - |
| Stockholder's equity: | ||
| Common Stock: 0.001 Par Value; 999,000,000 Shares authorized; 9,990,000 shares issued; 9,638,650 shares outstanding | $9,990 | $9,990 |
| Additional paid-in capital | $89,018 | $67,639 |
| Retained earnings (Deficit) | $(8,821) | $(9,895) |
| Less: Treasury Stocks | $(351) | $(351) |
| Total stockholder's equity | $89,836 | $67,383 |
| Total liabilities and stockholder's equity | $102,064 | $67,383 |
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CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES (AUDITED) FOR THE YEAR ENDED MARCH 31, 2019 AND March 31, 2018 |
| April 01, 2018-March 31, 2019 | April 01, 2017-March 31, 2018 | |
| Revenues: | ||
| Gain (loss) from Investment | $77,184 | $1,533 |
| Interest and Income | $4,908 | $645 |
| Trading Commissions | - | $11 |
| Unrealized Gain (lose) from Investment | $(38,751) | $(8,032) |
| Less: Fee and commission expense) | $(1,211) | $(1,447) |
| Net profit(lose) | $42,130 | $97,290) |
| Expenses: | ||
| Advertising | $600 | - |
| Bank Service Charges | $289 | $365 |
| Custodian Fees | $59 | $146 |
| Legal and Professional | $39,504 | - |
| Office Supplies | $75 | - |
| Taxes, Licenses and Fees | $64 | $270 |
| Total Expenses | $40,591 | $781 |
| Excess of Revenues over Expenses before Taxes | $1,539 | $(8,071) |
| Provision for Taxes | ||
| Federal Tax | $231 | - |
| NY State Tax | $100 | - |
| NYC Tax | $136 | - |
| Net income (loss) | $1,072 | $(8,071) |
CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES (AUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2019 |
| January 01, 2019-March 31, 2019 | |
| Revenues: | |
| Gain (loss) from Investment | $4,256 |
| Interest and Income | $1,351 |
| Trading Commissions | - |
| Unrealized Gain (lose) from Investment | $(20,204) |
| Less: Fee and commission expense) | $(260) |
| Net profit(lose) | $(14,857) |
| Expenses: | |
| Advertising | $600 |
| Bank Service Charges | $50 |
| Custodian Fees | - |
| Legal and Professional | $5,054 |
| Office Supplies | $75 |
| Taxes, Licenses and Fees | - |
| Total Expenses | $5,779 |
| Excess of Revenues over Expenses before Taxes | $(20,636) |
| Provision for Taxes | |
| Federal Tax | $(1,626) |
| NY State Tax | $(2,214) |
| NYC Tax | $(3,753) |
| Net income (loss) | $(13,043) |
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- CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (AUDITED) FOR THE PERIOD FROM APRIL 01, 2018 TO MARCH 31, 2019 |
| Shareholder's equity-April 1, 2018 | $67,383 |
| Add: Net income(Lose) for the period from April 01, 2018 to March 31, 2019 of parent company | $1,072 |
| Add: Additional paid-in capital from April 01, 2018 to March 31, 2019 of parent company | $21,381 |
| Shareholder's equity-March 31, 2019 | $89,836 |
CONSOLIDATED STATEMENT OF CASH FLOWS (AUDITED) FOR THE YEAR ENDED MARCH 31, 2019 AND 2018 |
| April 01, 2018-March 31, 2019 | April 01, 2017-March 31, 2018 | |
| Cash flows from operating activities: | ||
| Net Income (lose) | $1,072 | $(8,071) |
| Adjustments to reconcile net income to net cash provided by operations activities: | ||
| Depreciation | - | - |
| (Increase)decrease in assets: | ||
| Account receivables | - | - |
| Short term investments | $5,669 | $(34,884) |
| Deferred Tax | $(11,761) | - |
| (Increase)decrease in liabilities: | ||
| Income tax payables | $12,230 | - |
| Net cash provided by (used in) operating activities | $7,210 | $(42,955) |
| Cash flows from investing activities: | ||
| Long term investments | - | - |
| Net cash provided by (used in) investing activities | - | - |
| Cash flows from financing activities: | ||
| Loan | $(21,000) | $(32,000) |
| Capital stock | - | $64,313 |
| Additional paid-in (paid-out) capital | $21,379 | - |
| Treasury Stocks | - | $(351) |
| Net cash provided by (used in) financing activities | $379 | $31,962 |
| Net increase (decrease) in cash and cash equivalents | $7,589 | $(10,993) |
| Cash and cash equivalent-April 01, 2018 and April 01, 2017 | $1,496 | $12,489 |
| Cash and equivalents-March 31, 2019 and March 31, 2018 | $9,085 | $1,496 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
| Cash paid during the period for: | ||
| Interest expenses | - | - |
| Tax expenses | - | - |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AUDITED) March 31, 2019 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 is engaged in trading spot silver in 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 March 31, 2019. 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 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 March 31, 2019: Cash in Bank and brokerage accounts $1,150 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 March 31, 2019. 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 March 31, 2019, the Short Term Investment holdings were as follows: |
| Bullion Property (kg) | (Kg) | Valuation in $(USD) |
| Toronto Silver | 32,037 | $15,637 |
| Totals: | $15,637 |
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| Other Investment | Units | Valuation in $(USD) |
| Stocks | various | $15,754 |
| Whisky Property (LPA) | 800 | $3,827 |
| Totals: | - | $35,218 |
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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 March 31, 2019. As of March 31, 2019, the Company bought back a total of 351,350 of Treasury Stocks. In the period from April 01, 2018 to March 31, 2019, 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 March 31, 2019 there is $25,000 loans outstanding to Larison Inc. that bears 10% interest. As of March 31, 2019 there is $21,000 loans outstanding to Larison Inc. that bears 10% interest. On April 25, 2018 and April 30, 2018 Lansdle Inc. gifted 15,000 and 30,000 shares of SMKC respectively to Landbay Inc. Additionally, on August 29, 2018 Lansdale Inc. gifted 15,000 shares of SMKC to Landbay Inc. The 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.
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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, 2019, 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, 2019 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. 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, 2018 to March 31, 2019 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. As of March 31, 2019 there is $46,000 loans outstanding to Larison Inc, APR is 10%. Wanjun Xie is director, president and the 100% owner of Larison Inc, at same time, Wanjun xie is director, president and the about 95.68% benefitary owner of landbay Inc.
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Item 10. Directors, Executive Officers and Corporate Governance Directors, executive officers, promoters and control persons: 1. Directors: Directors: Wanjun Xie, 52 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: 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: 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 Title: Sole director and officer of Landbay Inc Employers during past five years: Name of employers (Self-employed): Lansdale Inc Name of employers (Self-employed): American Quickclean Inc Education:
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6. The business experiences of Wanjun Xie during the past five years: (1). Name: American Quickclean Inc (2). Name: Lansdale Inc (3). Name: Larison Inc (4). Name: Blueville Inc (5). Name: Landbay Inc (6). Name: Linton Inc (7). Name: Dewriver Inc (8). Name: Achison Inc (9). Name: China Democracy Party Foundation Inc (10). Name: China Democracy Development Foundation Inc (11). Name: Lemont Inc 7. Wanjun Xie's promoters experience with other filers including filers that have and have not become qualified or effective: (1). Name: Lemont Inc (2). Name: Landbay Inc (3). Name: Linton Inc (4). Name: Achison Inc (5). Name: Dewriver Inc
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8. The conflicts of interest with Wanjun Xie managing companies that are engaged in the same business: Wanjun Xie is managing Landbay Inc, Achison Inc, Linton Inc and Dewriver Inc. All these companies are engaging in trading the spot gold, the spot silver and whisky. There are the inherent conflicts of interest with Wanjun Xie managing companies that are engaged in the same industry. This is a risk factor. 9. The reason that we are setting up several companies in same industry: (1). Several companies, which Wanjun Xie is managing, are in same industry, but all these companies will do businesses in different markets or different brands. Because all these companies are doing businesses in different markets or different brands, so the investors can choice to invest in one or more companies which are in different markets or different brands. It will disperse and reduce the risk of all investors. (2). If we set up only one company, we must assemble almost our capital in one company. If the price of the spot gold, the spot silver and whisky will fall more than 50% within a short time, this company will fall into a crisis situation, and their holding companies (parents companies) won't have enough funds to rescue this company. Because we set up several companies in same industry, we will split all our capital into several portions, and put each portion capital into each our companies, then each our companies will have a smaller capital. If the price of the spot gold, the spot silver and whisky will fall more than 50% within a short time, each our companies will fall into a crisis situation, but their holding companies (parents companies) will be keeping enough funds to rescue all these companies one by one. It will reduce the entire risk of each our companies in same industry. But we won't intend to aggregate each entity's funds into one parent company, we will be maintaining the assets in the individual entities. 10. Wanjun Xie's experience in running a public company: (1). Name: Lemont Inc (2). Name: Landbay Inc (3). Name: Linton Inc (4). Name: Achison Inc (5). Name: Dewriver Inc
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11. Directorships during past five years: (a). Name: American Quickclean Inc (d). Name: Lansdale Inc (c). Name: Larison Inc (d). Name: Blueville Inc (e). Name: Lemont Inc (f). Name: Landbay Inc (g). Name: Linton Inc (h). Name: Dewriver Inc (i). Name: Achison Inc
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12. Involvement in Certain Legal Proceedings: None 13. 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. 14. 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. Larison Inc has filed 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. Wanjun Xie has filed Form 5 to the most recent fiscal year of Landbay Inc. 15.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. 16.Code of Ethics : Code of Ethics has been discloured before.
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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: American Quickclean Inc; Lansdale Inc; Larison Inc; Blueville Inc; Linton Inc; Dewriver Inc; Achison Inc, China Democracy Party Foundation 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: |
| Title of Class | Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class |
| Class A Common Share | Larison Inc, 3906 Main St., 207, Flushing, NY11354 | 9,222,350 Direct | 95.68% |
| Class A Common Share | Wanjun Xie, 3906 Main St., 207, Flushing, NY11354 | 9,222,350 Indirect | 95.68% |
(2). Security ownership of management: |
| Title of Class | Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class |
| Class A Common Share | Wanjun Xie, 3906 Main St., 207, Flushing, NY11354 | 9,222,350 Indirect | 95.68% |
Item 13. Certain Relationships and Related Transactions, and Director Independence 1. As of March 31, 2019 there is $46,000 loans outstanding to Larison Inc, APR is 10%. (1). Wanjun Xie is director, officer and the about 95.68% benefitary owner of Landbay Inc, at same time, Wanjun Xie is director, officer and 100% owner of Larison Inc. (2). Larison Inc owen about 95.68% Class A common shares of Landbay Inc. (3). As of March 31, 2019, the approximate dollar value of the amount involved in the transaction is $46,000. (4). As of March 31, 2019, the approximate dollar value of the amount of Larison Inc's interest in the transaction is $0. Promoters and certain control persons. (1) . On December 23, 2016, the Corporation file a registration statement on Form S-1 under the Securities Act, but didn't file on Form 10 under the Exchange Act during the past five fiscal years. (2). The Corporation isn't a shell company. A list of all parents of the smaller reporting company showing the basis of control: Larison Inc is parents company of the Corporation. The material terms of agreement: The annual rate of the loan is 10%.
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Item 14. Principal Accounting Fees and Services 1. Auditor's Fees: The auditing fees to the current auditor was $10,000 since April 1, 2018 to March 31, 2019. The servicing fees for reviewing the 10-Q financial Statement was $1,500 since October 1, 2018 to December 31, 2018. 2. Fees for tax return: The fees for reporting taxes was $1,500 since April 1, 2018 to March 31, 2019. Item 15. Exhibits, Financial Statement Schedules 7 Report of Independent Registered Public Accounting Firm 23 Consent of Independent Registered Public Accounting Firm 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 Section 13 or 15(d) 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. Signature By, Wanjun Xie Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Registrant: Landbay Inc Signature By, Wanjun Xie Signature By, Wanjun Xie Back to Table of Contents
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