UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive
Information Statement
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LANDBAY
INC
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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LANDBAY
INC
36-25
MAIN STREET
FLUSHING,
NY 11354
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To:
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The
Holders of the Common Stock of Landbay Inc
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Re:
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Actions
by Written Consent in Lieu of Annual Meeting of Stockholders
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This
Information Statement is furnished by the Board of Directors of Landbay Inc, a New York corporation (the “Company”, or “LNBY”),
to holders of record of the Company’s common stock, $0.001 par value per share, at the close of business on November 22, 2021 (the
“Record Date”). The purpose of this Information Statement is to inform the Company’s stockholders of certain actions
taken by the written consent of the holders of a majority of the Company’s voting stock, dated as of November 22, 2021, in lieu
of an Annual Meeting of stockholders.
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1.
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To
elect one (1) director to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and
qualified; and
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2.
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A
proposal to ratify the appointment of B F Borgers CPA PC as the Company’s independent registered public accounting firm for
the fiscal year ending March 31, 2022.
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The
foregoing actions were approved on November 22, 2021 by our Board of Directors. In addition, on November 22, 2021 the holders of approximately
98.6% of the Company’s outstanding voting securities, as of the Record Date, approved the foregoing actions. The number of shares
voting for the proposals was sufficient for approval.
Section
615 of the New York Consolidated Laws, Business Corporation Law (the “NYBCL”) provides in part that any action required or
permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent
thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power
is required for such an action at a meeting, then that proportion of written consents is required.
In
order to eliminate the costs and management time involved in obtaining proxies and in order to effect the above actions as early as possible
in order to accomplish the purposes of the Company as herein described, the Board consented to the utilization of, and did in fact obtain,
the written consent of the Consenting Stockholders who collectively own shares representing a majority of our Common Stock.
The
above actions taken by the Company’s stockholders will become effective on or about December __, 2021 and are more fully described
in the Information Statement accompanying this Notice. Under the rules of the Securities and Exchange Commission, the above actions cannot
become effective until at least 20 days after the accompanying Information Statement has been distributed to the stockholders of the
Company.
The
entire cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held
of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith.
WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No
action is required by you. The accompanying Information Statement is furnished only to inform our stockholders of the actions described
above before they take place in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This Information Statement will be
first distributed to you on or about December __, 2021.
If
you have any questions on the enclosed Information Statement you may contact us directly. We thank you for your continued interest in
our Company.
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By
Order of the Board of Directors
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/s/
Xiaowei Jin
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Xiaowei
Jin, Chief Executive Officer
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December__,
2021
Flushing,
NY
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
INFORMATION
STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
THIS
IS NOT A NOTICE OF AN ANNUAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED
IN THIS INFORMATION STATEMENT.
INTRODUCTION
This
Information Statement is being mailed or otherwise furnished to the holders of Class A common stock, $0.001 par value per share (the
“Common Stock”) of Landbay Inc, a New York corporation (“We” or the “Company”) by the Board of Directors
to notify them about certain actions that the holders of a majority of the Company’s outstanding voting stock have taken by written
consent, in lieu of an Annual Meeting of the stockholders. The actions were taken on November 22, 2021.
Copies
of this Information Statement are first being sent on or about December __, 2021 to the holders of record on November 22, 2021 of the
outstanding shares of the Company’s Common Stock.
General
Information
Stockholders
of the Company owning a majority of the Company’s outstanding voting securities have approved the following actions (the “Action”)
by written consent dated November 22, 2021, in lieu of annual meeting of the stockholders:
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1.
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To
elect one (1) director to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and
qualified; and
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2.
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A
proposal to ratify the appointment of B F Borgers CPA PC as the Company’s independent registered public accounting firm for
the fiscal year ending March 31, 2022.
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The
Company may ask brokers and other custodians, nominees, and fiduciaries to forward this Information Statement to the beneficial owners
of the common stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
Dissenters’
Right of Appraisal
No
dissenters’ or appraisal rights under the NYBCL are afforded to the Company’s stockholders as a result of the approval of
the actions set forth above.
Vote
Required
The
vote, which was required to approve the above actions, was the affirmative vote of the holders of a majority of the Company’s voting
stock. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held. The date used for purposes of determining
the number of outstanding shares of voting stock of the Company entitled to vote is November 22, 2021. The Record Date for determining
those shareholders of the Company entitled to receive this Information Statement is the close of business on November 22, 2021. As of
the Record Date, the Company had outstanding 30,000,000 shares of Common Stock. Holders of the Common Stock have no preemptive rights.
All outstanding shares are fully paid and nonassessable. The transfer agent for the Common Stock is Colonial Stock Transfer Co, Inc.,
66 Exchange Place, Ste 100, Salt Lake City, UT 84111. Telephone: (801) 355-5740.
Vote
Obtained - Section 615 of the New York Business Corporation Law
Section
615 of the New York Business Corporation Law provides that any action required to be taken at any annual or special meeting of stockholders
of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted.
To
eliminate the costs and management time involved in soliciting and obtaining proxies to approve the actions and to effectuate the Actions
as early as possible to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to
utilize, and did in fact obtain, the written consent of the holders of a majority of the voting power of the Company. The consenting
shareholder and their respective approximate ownership percentage of the voting stock of the Company, which total in the aggregate 98.6%
of the outstanding voting stock, are as follows: Northern Ifurniture Inc (98.6%), Ms. Xiaowei Jin is the President and sole shareholder
of Northern Ifurniture Inc, and Ms. Jin is also our CEO, CFO and director of the Company. As of November 22, 2021, the Company
has 30,000,000 shares outstanding.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) to the Company’s stockholders on the Record Date. The corporate actions described herein
will be effective approximately 20 days (the “20-day Period”) after the distributing of this Information Statement. The 20-day
Period is expected to conclude on or about December __, 2021.
The
entire cost of furnishing this Information Statement will be borne by the Company.
ACTION
ONE
ELECTION
OF DIRECTORS
Directors
are normally elected by the shareholders at each annual meeting to hold office until their respective successors are elected and qualified
and need not be shareholders of the Company. Directors may receive compensation for their services as determined by the Board of Directors.
See “Compensation of Directors.” Presently, the Board of Directors consists of one (1) member, namely, Xiaowei Jin. This
current director of the Board has been nominated to be director again.
Voting
for the election of directors is non-cumulative, which means that a simple majority of the shares voting may elect all of the directors.
Each share of common stock is entitled to one (1) vote and, therefore, has a number of votes equal to the number of authorized directors.
Although
the Company’s management expects that the following nominee will be available to serve as a director, in the event that she should
become unavailable prior to being appointed, a replacement will be appointed by a majority of the then-existing Board of Directors. Management
has no reason to believe that any of its nominees, if elected, will be unavailable to serve. All nominees are expected to serve until
the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Nominees
for Election as Director
The
following table sets forth certain information with respect to person nominated by the Board of Directors of the Company for election
as Directors of the Company and who will be elected following the 20-day Period after the distribution of the Information Statement:
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Name
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Age
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Position(s)
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Xiaowei
Jin
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44
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Director
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Biographical
Information Regarding Directors
Xiaowei
Jin – Ms. Xiaowei Jin has been the President and director since July 2019. Ms. Jin was born in Wenzhou, China. She established
Northern Efurnither Inc. since 2016 which is focus on furniture retail and wholesale. Ms. Jin has extensive experiences in the furniture
industry during the past four years furniture operations, and she also collects a large amount of customer resource in the Great New
York Region.
Historical
Compensation of Directors
Other
than as set forth herein no compensation has been given to any of the directors, although they may be reimbursed for any pre-approved
out-of-pocket expenses.
Involvement
in Legal Proceedings
To
the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director or
executive officer of our Company: (1) any bankruptcy petition filed by or against such person or any business of which such person was
a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction
in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission
(the “Commission”) or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated; and (5) being the subject of, or a party to, any federal or state
judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged
violation of any federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or
insurance companies or law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act, as amended), or any equivalent exchange, association, entity or organization that has disciplinary authority
over its members or associated persons.
Term
of Office
Directors
serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year
until the meeting of the Board of Directors following the annual meeting of shareholders and until their successors have been elected
and qualified.
Director
Independence
The
Board consists of only one member, who does not meet the independence requirements of the Nasdaq Stock Market as currently in effect.
Committees
and Terms
The
Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual
shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection
with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific
policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.
Code
of Ethics
To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the
Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We
expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results
in the acquisition of an on-going business and thereby commences operations.
Corporate
Governance
There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope
of our business and needs.
We
do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently
consists of Xiaowei Jin, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital
resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing
to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect
that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board
would make a determination as to whether such person is independent.
Indemnification
of Officers and Directors
The
NYBCL permits a corporation to indemnify its current and former directors and officers against expenses, judgments, fines and amounts
paid in connection with a legal proceeding. To be indemnified, the person must have acted in good faith and in a manner the person reasonably
believed to be in, and not opposed to, the best interests of the corporation. With respect to any criminal action or proceeding, the
person must not have had reasonable cause to believe the conduct was unlawful.
The
NYBCL permits a present or former director or officer of a corporation to be indemnified against certain expenses if the person has been
successful, on the merit or otherwise, in defense of any proceeding brought against such person by virtue of the fact that the person
is or was an officer or director of the corporation. In addition, the NYBCL permits the advancement of expenses relating to the defense
of any proceeding to directors and officers contingent upon the person’s commitment to repay advances for expenses in the case
he or she is ultimately found not to be entitled to be indemnified.
The
NYBCL provides that the indemnification provisions contained in the NYBCL are not exclusive of any other right that a person seeking
indemnification may have or later acquire under any provision of a corporation’s certification of incorporation or by-laws, or,
when authorized by the corporation’s certificate of incorporation or by-laws, by any agreement, by any vote of shareholders or
disinterested directors or otherwise. The NYBCL also provides that a corporation may maintain insurance, at its expense, to protect its
directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of the NYBCL
provided the contract of insurance covering the directors and officers provides, in a manner acceptable to the New York superintendent
of insurance, for a retention amount and for co-insurance.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Section
16(a) Beneficial Ownership Reporting Compliance
We
do not intend to report compliance thereunder in our proxy statement.
Meetings
of the Board
Each
of the current directors attended 100% of the aggregate number of meetings of the Board in 2021 through the date hereof.
Communications
with the Board
Shareholders
and any interested parties may send correspondence to the Board or to any individual director, by mail to Corporate Secretary, Landbay
Inc, 36-25 Main Street, Flushing, NY 11354 or by e-mail to hpang@speedlightcs.com.
EXECUTIVE
COMPENSATION
During
the three years ended March 31, 2021, 2020 and 2019, no salaries were paid to any officers or directors.
Executive
compensation during the three years ended March 31, 2021, 2020 and 2019 were as follows:
Summary
Compensation Table
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Name
and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards ($)
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Option
Awards ($)
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Non-Equity
Incentive Plan Compensation ($)
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Change
in Pensions Value and Nonqualified Deferred Compensation Earnings ($)
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All
Other Compensation ($)
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Total
($)
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Xiaowei
Jin
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2021
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-
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-
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-
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-
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-
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-
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-
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Chief
Executive Officer/Chief Financial Officer/Director
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2020
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-
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-
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-
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-
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-
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-
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-
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-
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2019
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-
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-
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-
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-
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-
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-
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-
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Director
Compensation
We
do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment
Agreements
The
Company has not entered into employment agreements with any of its employees or officers as of November 22, 2021.
Stock
Option Plan
We
do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may
adopt an incentive and non-statutory stock option plan in the future.
Employee
Pension, Profit Sharing or other Retirement Plans
We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of November 22, 2021, the number and percentage of our outstanding shares of Class A common stock owned
by (i) each person known to us to beneficially own more than 5% of our outstanding Class A common stock, (ii) each director, (iii) each
named executive officer, and (iv) all officers and directors as a group. Our Class A common stock beneficially owned and percentage ownership
was based on 30,000,000 shares outstanding on November 22, 2021.
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Title of
Class
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Name and Address
Of Beneficial Owner
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Position
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Amount and Nature Of Beneficial Ownership
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Percent Of Class(1)
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Class A Common Stock
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Northern Ifurniture Inc
36-25 Main Street
Flushing, NY, 11354 (2)
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-
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29,583,700
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98.6
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%
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Class A Common Stock
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Xiaowei Jin
36-25 Main Street
Flushing, NY, 11354 (3)
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President,
CEO, CFO and Director
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29,588,800
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98.6
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%
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Class A Common Stock
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All Officers and Directors
As a Group (1 person)
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29,588,800
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98.6
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%
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(1)
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Based
upon 30,000,000 shares outstanding as of November 22, 2021.
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(2)
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Ms.
Xiaowei Jin owns 100% shares of Northern Ifurniture Inc.
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(3)
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Including
5,100 shares directly owned by Ms. Xiaowei Jin and 29,583,700 shares are held in the name of Northern Ifurniture Inc.,
a corporation which is wholly owned by Ms. Jin and of which she is the sole beneficial owner.
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Certain
Relationships and Related Transactions and Director Independence
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.
On
April 25, 2018 and April 30, 2018, Lansdale Inc, which was controlled by the prior President of the Company, Wanjun Xie, gifted 15,000
and 30,000 shares of Smoke Cartel Inc (“SMKC”) respectively to Landbay Inc. Additionally, on August 29, 2018, Lansdale Inc.
gifted 15,000 shares of SMKC to Landbay Inc. The fair value of these shares on the contribution date were in the amount of $78,300.
As
of March 31, 2020 and 2019, there is $70,000 and $18,445 loans outstanding to Dazhong 368 Inc and Larison Inc, respectively. During the
years ended March 31, 2020 and 2019, the Company accrued bad debt expense related to notes receivable in the amount of $5,000 and $27,555,
respectively.
During
the year ended March 31, 2020, the Company purchased inventories in the amount of $27,966 from Northern Efurniture Inc, which is also
100% controlled by the President of the Company during the period.
In
December 2019, the Company borrowed $40,000 from shareholder, Northern Ifurniture Inc, bearing no interest and due on demand.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company is subject to the informational requirements of the Exchange Act and files reports and other information with the SEC. Such reports
and other information filed by the Company may be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, DC 20549-2736.
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By
order of the Board of Directors
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/s/
Xiaowei Jin
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Xiaowei
Jin, Chief Executive Officer
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December__,
2021
Flushing,
NY
Grafico Azioni Landbay (PK) (USOTC:LNBY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Landbay (PK) (USOTC:LNBY)
Storico
Da Lug 2023 a Lug 2024
