UNITED STATES
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FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 29, 2021, pursuant to approval of the Board of Directors and shareholders holding a majority of issued and outstanding shares of Class A Common Stock (the “Majority Shareholder”) of Landbay Inc (the “Company”), the Company amended its Article of Incorporation. The amendment was filed with State of New York. The amendment increased the Company’s total authorized shares from 30,000,000 shares of Class A Common Stock to 100,000,00 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock (the “Previous Amendment”). Management inadvertently failed to file a Schedule 14C to provide notice of such Previous Amendment to all of its shareholders. In order to correct this oversight, on March 21, 2024, pursuant to approval of the Company’s Board of Directors and of 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.
During the period between April 29, 2021 and March 21, 2024, the date of the New Amendment to its Articles of Incorporation, no shares (Class A common or preferred) were issued by the Company. As of April 29, 2021 and March 21, 2024, the Company’s total issued and outstanding shares of Class A Common Stock were 30,000,000 and 30,000,000, respectively.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | Description | ||
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of Landbay Inc dated March 21, 2024 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: March 25, 2024 | By: | /s/ Xiaowei Jin |
| Xiaowei Jin | ||
| Chief Executive Officer | ||
| 3 |