Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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 was incorporated in New York State on January 28, 2016. Our current principle executive office is located at Room 3501, EFC Building, Yuhang District, Hangzhou City, Zhejiang Province, China. Tel: +86-18621851468.

On July 24, 2019, Larison Inc, 100% controlled by the prior president and the principal shareholder of the Company ("Seller"), entered into a Shares 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 shares of the Company Purchased Shares, which represented approximately 96% of the Company's issued and outstanding shares of Class A common shares. 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 changed its focus to operate furniture retail business and furniture design business in the New York area.

On March 25, 2024, Northern Ifurniture Inc (the "Seller") and Chunyang Liu (the "Purchaser") entered into a Shares Purchase Agreement (the "SPA"), which was closed on April 23, 2024 (the "Closing"). Pursuant to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller a total of 29,383,700 shares of Class A Common Shares of the Company held in the name of the Seller (the "Purchased Shares"). The Purchased Shares represented approximately 97.9% of the Company's issued and outstanding Class A Common Shares. In connection with the transaction contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions, and new officers designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. At the Closing, the Board of Directors ("Board") of the Company appointed Mr. Chunyang Liu as the President and CEO, Mr. Lidong Wang as the CFO and Mr. Wenfang Lu as the Secretary of the Company. Also on the same date, the Board appointed Chunyang Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company's Board of Directors caused by the resignation of Ms. Xiaowei Jin, and such appointments and resignation were effective on May 4, 2024.

On July 17, 2024, the Company established a wholly owned subsidiary, Zhejiang Toumi Holding Co., Ltd. ("Zhejiang Toumi") in Hangzhou City, Zhejiang Province, China. Zhejiang Toumi's business scope covers technical consulting, technology development, software development, electronic product sales, enterprise consulting management and other fields. The Company plans to launch its live software service business thought its subsidiary, Zhejiang Toumi. While the launch was initially scheduled for August 2024, technical issues have delayed the process, and the preparations are still ongoing.

Results of Operation for the three months ended June 30, 2025 and 2024

During the three months ended June 30, 2025, the Company, through its subsidiary Zhejiang Toumi, begun providing online data marketing services, generating revenue of $156,552 with a cost of sales amounting to $140,897. The Company has begun its technology service business in June 2025, following a management change and a shift in business strategy.

During the three months ended June 30, 2025, and 2024, the Company incurred operating expenses of $3,401 and $48,851, respectively. The significant decrease was mainly due to the higher expense in professional fee resulting from the change of control of the Company that occurred during the quarter ended June 30, 2024.

For the same periods, the Company reported a net income of $11,483 and net loss of $48,828, respectively. The turn from loss to profit was due to the revenue that began to generate for the three months ended June 30, 2025, and the decrease in operating expenses.

Equity and Capital Resources

As of June 30, 2025 and March 31, 2025, we had an accumulated deficit of $494,668 and $506,151, respectively. As of June 30, 2025, the Company had cash of $16,748 and a working capital deficit of $36,219, compared to cash of $4,701 and a working capital deficit of $48,450 as of March 31, 2025. The reduction in the working capital deficit was primarily due to the increase in cash.

Going Concern Assessment

The Company has identified conditions and events that raise substantial doubt about its ability to continue as a going concern. Although the Company generated a small amount of net income and net cash inflows during the current quarter, its core business operations remain in an early stage and have not yet achieved sustainable operating activities. In addition, the Company has incurred significant accumulated losses, resulting in a net capital deficiency. Accordingly, substantial doubt exists regarding the Company's ability to continue as a going concern.

Management's plans to alleviate this substantial doubt include efforts to improve operating performance and profitability, increase cash flows from operations to meet ongoing operating requirements, and obtain additional working capital support from the Company's majority shareholder and President. However, there can be no assurance that these plans will be successfully implemented or that such financing will be available on acceptable terms, if at all, to fund the Company's future capital expenditures and operating needs.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments relating to the recoverability or classification of assets, or the amounts or classification of liabilities, that may be necessary if the Company is unable to 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 shareholders.

Critical Accounting Policies

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated 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.

The critical accounting policies are discussed in further detail in the notes to the unaudited consolidated financial statements appearing elsewhere in this Form 10-Q report. 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.