This Quarterly Report on Form 10-Q contains forward-looking statements, particularly those identified with the words, "anticipates," "believes," "expects," "plans," "intends," "objectives," and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations," generally, and specifically therein under the captions "Liquidity and Capital Resources" as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements





Overview


Landbay Inc. is a New York corporation formed on January 28, 2016. Our current principle executive office is located at 36-25 Main Street, Flushing, New York, 11354. Tel: 917-232-5799.

On July 24, 2019, Larison Inc, the principal stockholder and 100% controlled by the prior President of the Company ("Seller"), entered into a Stock Purchase Agreement (the "Agreement") with Northern Ifurniture Inc (the "Buyer"). Pursuant to the Agreement, Seller agreed to sell to the Buyer and the Buyer agreed to purchase from Seller a total of 9,222,350 shares of Class A common stock of the Company Purchased Shares, which represented approximately 96% of the Company's issued and outstanding shares of Class A common stock. As a result, the transaction led to a change of the control and the management team of the Company.

Prior to the change of the management team, the Company was engaging in holding or trading securities in the US market, as well as to trade and hold whisky in the UK market. The Company has changed its focus to operate furniture retail business and furniture design business in the New York area.

The Company also continues to look for other opportunities which could potentially increase the profits of the Company in the year of 2020.

Results of Operation for the three months ended December 31, 2020 and 2019

During the three months ended December 31, 2020 and 2019, the Company generated revenue in the amount of $785 and $18,553, respectively. The decrease in revenue was due to the impact of COVID-19. During the three months ended December 31, 2020 and 2019, the Company incurred operating expenses of $14,249 and $24,712, respectively. The decrease was due to the Company paid DTC service fee in the amount of $18,000 for the three months ended December 31, 2019, but no such fee paid for current period. For the three month December 31, 2020 and 2019, our net loss was $13,187 and $15,748, respectively. The decrease in net loss was mainly due to the decrease in operating expense, partially offset by decrease in revenue for the three month ended December 31, 2020 and 2019.





Error correction


The Company presented other income of $1,270 in its interim financial statements for the three months ended June 30, 2020 that the Company has applied for Economic Injury Disaster Loans ("EIDL") and obtained the approval for the EIDL. After further verification, the Company determined that the money collected was from its investment account rather than from EIDL. Thus the Company corrected the transaction in current period by reversing the other income recorded in last quarter and crediting the balance of short term investment. The error correction led to the net loss for the nine months ended December 31, 2020 increased by $2,358 and no impact for the three months ended December 31, 2020.

Results of Operation for the nine months ended December 31, 2020 and 2019

During the nine months ended December 31, 2020 and 2019, the Company generated revenue in the amount of $3,868 and $47,675, respectively. The decrease in revenue was due to the impact of COVID-19. During the nine months ended December 31, 2020 and 2019, the Company incurred operating expenses of $57,171 and $40,688, respectively. The increase was due to the increase in professional fee. For the nine month December 31, 2020 and 2019, our net loss was $52,366 and $6,827, respectively. The increase in net loss was mainly due to the decrease in revenue and increase in operating expenses for the nine month ended December 31, 2020.





Equity and Capital Resources



As of December 31, 2020 and March 31, 2020, we had an accumulated deficit of $203,140 and $150,774, respectively. As of December 31, 2020, we had cash of $11,565 and working capital of $148,984. As of March 31, 2020, we had cash of $17,127 and a working capital of $193,696. The decrease in the working capital was primarily due to the cash paid for operating expense.





10






Going Concern Assessment


The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern. These adverse conditions are negative financial trends, specifically cash outflow from operating activities, operating losses, accumulated deficit and other adverse key financial ratios.

Management's plan to alleviate the substantial doubt about the Company's ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis, obtain additional working capital funds from the majority shareholder and the President of the Company to eliminate inefficiencies in order to meet its anticipated cash requirements. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures and other requirements.

The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.





Critical Accounting Policies


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For a detailed discussion about the Company's significant accounting policies, refer to "Note 1 - Nature of Business And Summary of Significant Accounting Policies" to the Company's financial statements included in Company's March 31, 2020 Form 10-K. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

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