UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

_________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2019

or

☐ 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		81-1260549
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

36-25 Main Street

Flushing, NY 11354

(Address of Principal Executive Offices) (Zip Code)

 

917-232-5799

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

  

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No☐

 

As of December 31, 2019, the registrant had 30,000,000 shares of Class A common stock outstanding.

 

 

 

 

TABLE OF CONTENTS

		PAGE
	Note about Forward-Looking Statements	2
	PART I - FINANCIAL INFORMATION	3
Item 1	Financial Statements	3
	Balance Sheets	3
	Comparative Statements of Revenues and Expenses	4
	Statements of Changes in Stockholders' Equity	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operation	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4	Controls and Procedures	14
	PART II - OTHER INFORMATION
Item 1	Legal Proceedings
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Mine Safety Disclosures	15
Item 5	Other Information	15
Item 6	Exhibits	16
SIGNATURES

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

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.

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PART I: FINANCIAL INFORMATION 

Item 1. Financial Statements

 

LANDBAY INC.
BALANCE SHEET (UNAUDITED)
AS OF DECEMBER 31, 2019 AND MARCH 31, 2019
ASSETS
		Dec 31, 2019				March 31, 2019
Current Assets:
Cash and cash equivalents		$	36,462			$	9,085
Short Term Investments			7,974				35,218
Inventory			126,977
Deferred Tax Assets			11,763				11,761
Total current assets			183,176				56,064
Fixed Assets:
Equipments			33,250				—
Less: Accumulated depreciation			—				—
Total Property and Equipment, net			33,250				—
Other Assets:
Notes Receivable			124,021				46,000
Total Other Assets			124,021
TOTAL ASSETS		$	340,447			$	102,064
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts Payable		$	—			$	—
Taxes Payable			—				12,228
Shareholder Loans			40,000				—
Total Current Liabilities			40,000				12,228
Stockholder's equity
Common Stock: 0.007 Par Value; 30,000,000 Shares Authorized;
30,000,000 shares issued; 30,000,000 outstanding			213,604				9,990
Additional paid-in capital			94,990				89,018
Retained Earnings (Deficit)			(8,147	)			(8,821	)
Less: Treasury Stocks			—				(351	)
Total Stockholder's equity			300,447				89,836
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY		$	340,447			$	102,064

 

3

 

LANDBAY INC.
STATEMENT OF REVENUES AND EXPENSES (UNAUDITED)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018
		April 1, 2019 - December 31, 2019				April 1, 2018 - December 31, 2018
Revenues:
Furniture Sales		$	47,195			$	—
Less: (Cost of Groods Sold)			(3,200	)
Gain (loss) from Investments			(2,664	)		$	70,200
Interest & Dividends			1				2,522
Trading Comissions			—				—
Unrealized Gain (loss) from Investments			—				25,488
Less: (Fees and commission expense)			(146	)			(740	)
Net Profit (loss)			41,186				97,470
Expenses:
Advertising			88				—
Bank Service Charges			196				256
Custodian Fees			62				155
Legal & Professional			37,736				18,621
Office Supplies			58				340
Taxes, Licenses and Fees			2,372				577
Total Expenses			40,512				19,949
Excess of Expenses over Revenues before Taxes		$	674			$	77,521
Provision for Taxes
Federal Taxes			—				16,960
NY State Tax			—				5,240
NYC Tax			—				7,147
Net Income (Loss)		$	674			$	48,174

4

 

LANDBAY INC.
STATEMENT OF REVENUES AND EXPENSES (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2019
		Oct 1, 2019 - Dec 31, 2019
Revenues:
Sales			20,200
Gain (loss) from Investments		$	—
Interest & Dividends			—
Trading Comissions			—
Unrealized Gain (loss) from Investments			—
Less: (Fees and commission expense)			—
Net Profit (loss)			20,200
Expenses:
Advertising			—
Bank Service Charges			—
Custodian Fees			—
Legal & Professional			24,683
Office Supplies			—
Taxes, Licenses and Fees			—
Total Expenses			24,683
Excess of Expenses over Revenues before Taxes		$	(4,483	)
Provision for Taxes
Federal Taxes			—
NY State Tax			—
Net Income (Loss)		$	(4,483	)

 

 

LANDBAY INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
FOR THE PERIOD FROM APRIL 01, 2019 TO DECEMBER 31, 2019
Stockholder's Equity - April 01, 2019		$	89,836
Add: Net Income (Loss) from the period from April 01, 2019 to December 31, 2019			674
Add: Common Stock for the period from April 01, 2018 to December 31, 2019			203,614
Add: Additional paid-in capital from April 01, 2019 to December 31, 2019			5,972
Add: Issuance of Treasury stocks			351
Stockholder's Equity - December 31, 2019		$	300,447

  

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LANDBAY INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2019 AND 2018
		April 1, 2019 - December 31, 2019				April 1, 2018 - December 31, 2018
Cash Flows From Operating Activities:
Net Income (Loss)		$	674			$	7,483
Adjustments to reconcile excess of revenue over expenses to net cash provided by
operating activities:
Depreciation			—				—
(Increase) decrease in assets:
Accounts receivables			—				—
Inventories			(126,977	)
Short-Term Investments			27,244				(19,319	)
Deferred Tax			(2	)
Increase (decrease) in liabilities:
Income Tax Payables			(12,228	)			8,061
Net cash provided by operating activities			(111,289	)			(3,775	)
Cash Flows From Investing Activities:
Purchases of leasehold improvements			—
Fixed Asset Purchases			(33,250	)
			—
Net cash (used in) investing activities			(33,250	)
Cash Flows From Financing Activities:
Loans			(78,021	)			(22,600	)
Capital stock			203,614				2,109
Shareholder Loans			40,000
Additional paid-in (paid-out) capital			5,972				23,920
Treasury Stocks			351				—
Net cash (used by) financing activities			171,916				3,429
Net (decrease) in cash and cash equivalents			27,377				(346	)
Cash and cash equivalents - April 01, 2019 & April 01, 2018			9,085				1,496
Cash and cash equivalents - December 31, 2019 & December 31, 2018		$	36,462			$	1,150
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest expense		$	—			$	—
Tax expense			—				—

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

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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 has shifted it’s primary business operations and is engaged in selling furniture and plans to acquire vineyards to sell and distribute wines.

  

 

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   a. Basis of Presentation   The accompanying consolidated 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. Currently it is engaged in the business of selling furniture.   These accompanying financial statements of the Company is for the fiscal year from April 01, 2019, to DECEMBER 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.

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

---

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)   d. Fair Value of Financial Instruments   The Company adopted SFAS No. 157, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and expands disclosures about investments that are measured and reported at fair value. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels explained below:   Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.   Level 2 Pricing inputs are other than used in Level 1 which include the closing bid price for unlisted marketable securities which are available in active or inactive markets for identical investments or liabilities, other direct or indirect observable inputs that can be corroborated by market data or the use of models or other valuation methodologies as of the reporting date. Investments which are generally included in this category include state and municipal obligations in an active or inactive market that are valued using observable inputs other than quoted prices.   Level 3 Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. Investments that are included in this category generally include state and municipal obligations which are in an inactive market and valued utilizing risk assumptions based on unobservable inputs.   Unrealized gains and losses are included in earnings and are reported in the Statement of Income as a component of other income and losses. Generally, for all trading securities, fair value is determined by reference to quoted market prices and other relevant information generated by market transactions.   As at December 31, 2019, the Company holds short-term stock investments.   e. 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: ·         All short-term investments including spot gold and spot silver and equity investments are considered Trading Securities ·         Short-term investments at fair value through gains or losses are measured at fair value

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

---

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     f. 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. 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 December 31, 2019:   Cash in Bank and brokerage accounts $ 36,462   g. Revenue Recognition   The Company recognizes revenues when earned.

 

 

NOTE 3.

EARNINGS PER SHARE   Net income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income 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 December 31, 2019.

 

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 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 December 31, 2019, the Short-Term Investment holdings were as follows:     US Common Stock holdings of $7,794

 

 

NOTE 5.

STOCKHOLDER’S EQUITY   The Company has a total authorized 30,000,000 shares of common stocks with a par value of .007 per share. As of December 31, 2019 there are 30,000,000 shares of common stocks issued and 30,000,000 shares of common stocks outstanding. The Company did not issue any other stock types other than common stocks, options and warrants; the Company di not have any share-based compensation, related to employee share-based awards, tax benefit from share-based award activities. Northern Ifurniture Inc. currently holds 29,583,700 or approximately 99% of all outstanding shares of Landbay Inc. as of December 31, 2019.

 

 

 

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Landbay INC. (UNAUDITED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

---

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.  Northern Ifurniture Inc. holds approximately 99% of all common stocks of Landbay Inc.  Northern Ifurniture Inc. also sells furniture to Landbay Inc. for Landbay to sell to outside customers, such related party transactions between Landbay Inc. and Northern Ifurniture Inc. are eliminated on the books of Northern Ifurniture Inc.  Xiaowei Jin is 100% owner of Northern Ifurniture Inc. and is also the director and officer of 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.

The businesses of the Corporation:

 

(1). Engaging in selling furniture. 

(2). Engaging in running vineyard, sell and store wines.

 

Engaging in selling furniture:

 

(1). Now, the retail of furniture is our primary business. 

(2). Our showing room of furniture: 36-25 Main Street, Flushing, NY11354.

(3). The storage of our furniture: 36-25 Main Street, Flushing, NY11354.

(4). We are selling the residential furniture.

(5). In the future, we plan that the wholesales of furniture or/and the producing of furniture will be our primary business.

 

Engaging in running vineyard, sell and store wines:

 

(1). We will be looking for one or more good vineyards to purchase.

(2). We will make a contract with a management service company, entrust them to manage our vineyards. Now, we don’t confirm which management service company we will choice to manage our vineyards.

(3). We will arrange wineries which will make wines for us. Now, we don’t confirm which factories we will choice to make wines for us. 

(4). We will own our wines’ storages in our vineyards, to store our wines for long time.

(5). After we will get some license or permit which federal government or local governments request, then we will sell our wines in US market.

 

Describe the industry in which we are participating:

 

(1). The competition of the furniture market is very intense, the price of furniture is going down. 

(2). A lot of grapes can be planted in some vineyards. Grapes are agricultural products. Grapes can be used to make wines. Wines can be sold in markets or be stored in its storages. If the wines won’t be damaged or go bad, almost its value can be increased year after year. Wines can be sold in the US market or the international market. Many factors can affect the price of wines. 

 

The Corporation is engaging in selling wines in US market. the competitions are the price's competition of wines. The follow factors will impact the price of wines in US market:

 

(1). The type and age will impact the price of wines;

(2). The demand and supply relationship will impact the price of the wines;

(3). The expenses for custody and insured will impact the price of the wines.

 

The trends within industry which we are participating:

 

The supply-demand relationships, the aged, the quality and the markets will affect the price of wines. The price trends of wines are going up.

 

Set forth the timing and size of results of our efforts which will be necessary in order for us to be profitable:

 

In order for the Corporation to be profitable, we will study the supply-demand relationships, the products quality, the US market’s environment and the internationals market’s environment. 

 

We anticipate that we can be profitable within 12 months after we will purchase our first vineyard.

12

 

 

How the Corporation plans to reduce risk:

 

(1). We will need more time to study the vineyard markets, compare the vineyard’s quality and the purchasing price, then we can choice the best opportunities to purchase the vineyards, then we can reduce the risk when we will purchase the vineyards.

(2). We will try to find a better management service company to manage our vineyard, to reduce any planting, producing and managing risk of our vineyards. 

(3). We will try to find a better winery to make wines for us, to reduce any producing and managing risk of our wines’ making.

(4). We will try to reduce the damage and the go bad while we will store our wines for long time.

(5). We will build the famous brands for our wines in market in the future, then we can reduce our market risk. 

 

Primary Sources of Revenues 

The primary sources of revenues of the Corporation were the selling furniture’s income, and the designing income and other incomes.

Primary Expenses 

The primary expenses are the managing expenditure, the professional expenditure and the bank fees.

Components of Results of Operations 

Revenue 

Primary incoming: The primary incomes of the Corporation were selling furniture and design.

Cost of Revenue and Operating Expenses

Cost of revenue: The cost of revenue was the operation expenditure.

Professional expenditure: The professional expenses include the auditing fees, accounting fees and the reporting service fees.

Results of Operations 

Our statements of income data can be found in the financial statement.

 

 

Full Quarter We discuss the financial condition, changes in financial condition and results of operations of the Corporation since April 1, 2019 to December 31, 2019.

 

 

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Liquidity and Capital Resources Our capital resources were the investment from the capital stock sold and the loan of owner and affiliates, and income from its operations. Our Capital Resources sources were our cash and cash equivalents. Cash and cash equivalents were $36,462 as of December 31, 2019. Cash Provided by Operating Activities $(111,289) cash was provided by operation activities as of December 31, 2019. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2019. Contractual Obligations The Corporation didn't have any contractual obligations as of December 31, 2019. Obligations or Liabilities The total obligations or liabilities (including contingent obligations or liabilities) of the Corporation was $40,000 as of December 31, 2019. Contingencies The Corporation didn't have any contingencies as of December 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 December 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 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. 14

 

 

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation didn't have any legal proceedings as of December 31, 2019.

Item 1A. Risk Factors

We have made the disclosure for all risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

It isn't applicable.

Item 5. Other Information

None 

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Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
31.2		Certification of Chief Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

* Amended!

** Filed previously

16

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Registrant:	Landbay Inc.
	By: /s/ Xiaowei Jin
	President, On behalf of Landbay Inc (Chief Executive Officer)
	Date: February 15, 2020

 

  

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