UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~March 221, ~~2022~~2024

LANDBAY INC

(Exact name of registrant as specified in its charter)

New York

000-56182

81-1260549

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth 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. ☐

Item 45.0103 ~~Changes~~Amendments into ~~Registrant’s~~Articles ~~Certifying~~of ~~Accountant~~Incorporation or Bylaws; Change in Fiscal Year

~~(a)~~ On April ~~May 2~~29, ~~2022~~2021, pursuant to approval of the ~~board~~Board of ~~directors~~Directors and shareholders holding a majority of issued and outstanding shares of Class A Common Stock (the “Majority Shareholder”) of Landbay Inc (the “Company”), ~~terminated~~the BCompany Famended ~~Borgers~~its ~~CPA~~Article of PCIncorporation. ~~(“B~~The Famendment ~~Borgers”) as~~was ~~its~~filed ~~independent~~with ~~registered~~State ~~public~~of ~~accounting~~New ~~firm~~York. OnThe amendment increased the ~~same~~Company’s ~~date~~total authorized shares from 30,000,000 ~~the~~shares ~~Board~~of ~~voted~~Class A Common Stock to ~~retain~~100,000,00 ~~Simon~~shares &of ~~Edward~~Class A Common Stock and 20,000,000 ~~LLP~~shares of Preferred Stock (the “~~S&E~~Previous Amendment”). Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment asto all of its shareholders. In order to correct this oversight, on March 21, 2024, pursuant to approval of the Company’s ~~independent~~Board of ~~registered~~Directors ~~public~~and ~~accounting~~of ~~firm~~a vote from a majority of the Company’s shareholders, a new amendment was filed with the State of New York reversing the Previous Amendment and restating the capitalization back to its original 30,000,000 shares of Class A Common Stock and eliminating any reference to Preferred Stock (the “New Amendment”). The New Amendment filed with New York State was effective on March 21, 2024.

~~The~~During ~~audited~~the ~~reports~~period ofbetween BApril F29, ~~Borgers~~2021 onand ~~the~~March ~~Company’s~~21, ~~financial~~2024, ~~statements~~the ~~for~~date of the ~~years~~New ~~ended~~Amendment ~~March~~to ~~31,~~its ~~2021~~Articles ~~and~~of ~~2020~~Incorporation, ~~did~~no ~~not~~shares ~~contain~~(Class anA ~~adverse~~common ~~opinion~~ or apreferred) ~~disclaimer~~were issued by the Company. As of ~~opinion~~April 29, 2021 and ~~were~~March ~~not~~21, ~~qualified~~2024, orthe ~~modified~~Company’s astotal toissued ~~uncertainty,~~and ~~audit~~outstanding shares ~~scope~~of orClass ~~accounting~~A ~~principles~~Common Stock were 30,000,000 and 30,000,000, respectively.

During the fiscal years ended March 31, 2021 and 2020, and the subsequent interim periods through December 31, 2021, there were no disagreements with B F Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of B F Borgers, would have caused B F Borgers to make reference to the matter in its reports on the Company’s financial statements for such periods.

The Company provided B F Borgers with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that B F Borgers furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of B F Borgers’ letter dated May 2, 2022, is filed as Exhibit 16.1 hereto.

During the fiscal years ended March 31, 2021 and 2020, and the subsequent interim periods through the date of the board of directors’ decision, the Company did not consult S&E with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

~~Exhibit No.~~	Exhibit No.	~~Description~~	Description
16.1		Letter from B F Borgers CPA PC
	3.1		Certificate of Amendment of the Certificate of Incorporation of Landbay Inc dated March 21, 2024
~~104~~	104	~~Cover Page Interactive Data File, formatted in Inline XBRL~~	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	LANDBAY INC
Dated: May 2, 2022	By:	/s/ Xiaowei Jin
Dated: March 25, 2024	By:	/s/ Xiaowei Jin
		Xiaowei Jin
		President
		Chief Executive Officer

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